San Bernardino California Legend on Stock Certificate with Reference to Separate Document Restricting Transfer of Shares

State:
Multi-State
County:
San Bernardino
Control #:
US-1058BG
Format:
Word; 
Rich Text
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Description

A Legend is a statement on a stock certificate noting restrictions on the transfer of the stock, often due to SEC requirements for unregistered securities. The Securities Act of 1933 regulates the initial sale of securities to the public. Some securities are exempt from coverage of the Act. Certain stock issue transactions are also exempt (i.e., exempt from registration with the Securities and Exchange Commission). This Legend restricts the transfer of stock in accordance with the Articles of Incorporation or the Corporation's Bylaws or a Shareholder's Buy Sell Agreement.

How to fill out Legend On Stock Certificate With Reference To Separate Document Restricting Transfer Of Shares?

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FAQ

A legend is a statement on a stock certificate noting restrictions on the transfer of the stock. A stock legend is typically put in place due to the requirements established by the Securities and Exchange Commission (SEC) for unregistered securities.

If you receive stock from a company affiliate -- an executive officer, director or large investor -- the shares are restricted control securities. Under SEC Rule 144, you can lift stock restrictions by holding the shares for a set amount of time.

You may not sell, assign, pledge, encumber, or otherwise transfer any interest in the Restricted Shares until the dates set forth in the Vesting Schedule set forth below, at which point the Restricted Shares will be referred to as Vested. A Restricted Share shall not be subject to execution, attachment or similar

If you want to remove the restrictive legend, you should contact the company that issued the securitiesor the transfer agent for the company's securitiesto ask about the procedures for removing a legend. If you have a broker, you may want to ask your broker to help you.

Restricted stock refers to unregistered shares of ownership in a corporation that are issued to corporate affiliates, such as executives and directors. Restricted stock is non-transferable and must be traded in compliance with special Securities and Exchange Commission (SEC) regulations.

The restrictive legend can only be removed by a transfer agent, who will typically require an opinion letter from the legal counsel of the issuing party.

Restrictive legends are stamped or printed on the certificate or instrument, face or reverse, of restricted securities and usually begin with These securities are not registered . . . . Restricted securities that are not represented by a certificate (generally referred to as book entry) will have a notation of

Legend Removal Period means, with respect to any securities, any period during which (a) a registration statement (including the Registration Statement) covering the resale of such securities is effective under the Securities Act, (b) such securities have been or are being sold pursuant to Rule 144 or Rule 144A and the

When securities are restricted, a restrictive legend is usually stamped on the back of the stock certificate, prohibiting its sale in the public marketplace unless they are registered with the SEC or are exempt from the registration.

Restrictive legends are stamped or printed on the certificate or instrument, face or reverse, of restricted securities and usually begin with These securities are not registered . . . . Restricted securities that are not represented by a certificate (generally referred to as book entry) will have a notation of

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San Bernardino California Legend on Stock Certificate with Reference to Separate Document Restricting Transfer of Shares