When you acquire restricted securities or hold control securities, you must find an exemption from the SEC's registration requirements to sell them in a public marketplace. Rule 144 allows public resale of restricted and control securities if a number of conditions are met. Restricted securities are securities acquired in unregistered, private sales from the issuing company or from an affiliate of the issuer. Investors typically receive restricted securities through private placement offerings, Regulation D offerings, employee stock benefit plans, as compensation for professional services, or in exchange for providing "seed money" or start-up capital to the company An affiliate is a person, such as an executive officer, a director or large shareholder, in a relationship of control with the issuer. Control means the power to direct the management and policies of the company in question, whether through the ownership of voting securities, by contract, or otherwise. If you buy securities from a controlling person or "affiliate," you take restricted securities. Attorneys, transfer agents and brokers must be certain that all of the conditions of Rule 144 are met prior to taking action to remove a restrictive legend, but only the Seller can ensure that all the conditions are present at the actual time of sale. In order to protect themselves in issuing opinion letters and removing legends, transfer agents and most attorneys now require a letter from the Seller making certain representations and affirmations regarding their eligibility to rely on Rule 144 in the sale of their securities. This letter is commonly referred to as a Seller's Representation Letter.
Title: Understanding Broward Florida Rule 144 Sellers Representation Letter Non-Affiliate: A Detailed Overview Introduction: In Broward, Florida, Rule 144 Sellers Representation Letter Non-Affiliate is a legal document that holds significance for individuals or entities involved in the sale of restricted securities under Rule 144 of the Securities Act of 1933. This letter serves as a declaration by the seller verifying non-affiliation with the issuing company and compliance with the established rules. Let's delve into the details of this letter and explore any possible variations. 1. What is Broward Florida Rule 144 Sellers Representation Letter Non-Affiliate? The Broward Florida Rule 144 Sellers Representation Letter Non-Affiliate is a specific document required by the Securities and Exchange Commission (SEC). It confirms that the seller is not connected to the issuing company in any way, ensuring compliance with Rule 144 regulations. 2. Purpose and Importance: The purpose of the letter is to prevent insider trading and ensure fair practices in the sale of restricted securities. The seller must provide accurate information, confirming their non-affiliation with the company, to comply with SEC regulations and avoid potential legal consequences. 3. Components of Broward Florida Rule 144 Sellers Representation Letter Non-Affiliate: The letter typically includes the following key components: a) Identification of the seller: Full name, address, contact information, and any relevant identification numbers. b) Statement of non-affiliation: A formal declaration asserting that the seller is not an affiliate of the issuing company. c) Description of securities: Complete details about the restricted securities being sold, including type, quantity, and specific identifiers. d) Compliance confirmation: A statement affirming compliance with all relevant securities regulations, including Rule 144. 4. Types of Broward Florida Rule 144 Sellers Representation Letter Non-Affiliate: While there may not be specific variations of this letter, different versions may arise based on factors such as the issuing company policy or legal requirements. Some variations could include: a) Corporate Sellers: In the case of a company or corporate entity selling restricted securities, the letter may include additional information regarding the company's structure and authorized personnel authorized to sign on behalf of the selling entity. b) Third-Party Representatives: When a non-affiliated representative acts on behalf of the seller, a separate representation letter may be required to validate the absence of affiliation for both the seller and their representative. c) Multi-State Compliance: Sellers engaged in interstate activities may require specific versions of the letter to comply with the unique regulations of each state involved in the transaction. Conclusion: Understanding the Broward Florida Rule 144 Sellers Representation Letter Non-Affiliate is crucial for both sellers and buyers of restricted securities. This legally-required document ensures compliance with SEC regulations and seeks to maintain transparency and fairness in the market. By providing a comprehensive overview, this detailed description aims to shed light on the importance of this letter and its various components in Broward, Florida.
Title: Understanding Broward Florida Rule 144 Sellers Representation Letter Non-Affiliate: A Detailed Overview Introduction: In Broward, Florida, Rule 144 Sellers Representation Letter Non-Affiliate is a legal document that holds significance for individuals or entities involved in the sale of restricted securities under Rule 144 of the Securities Act of 1933. This letter serves as a declaration by the seller verifying non-affiliation with the issuing company and compliance with the established rules. Let's delve into the details of this letter and explore any possible variations. 1. What is Broward Florida Rule 144 Sellers Representation Letter Non-Affiliate? The Broward Florida Rule 144 Sellers Representation Letter Non-Affiliate is a specific document required by the Securities and Exchange Commission (SEC). It confirms that the seller is not connected to the issuing company in any way, ensuring compliance with Rule 144 regulations. 2. Purpose and Importance: The purpose of the letter is to prevent insider trading and ensure fair practices in the sale of restricted securities. The seller must provide accurate information, confirming their non-affiliation with the company, to comply with SEC regulations and avoid potential legal consequences. 3. Components of Broward Florida Rule 144 Sellers Representation Letter Non-Affiliate: The letter typically includes the following key components: a) Identification of the seller: Full name, address, contact information, and any relevant identification numbers. b) Statement of non-affiliation: A formal declaration asserting that the seller is not an affiliate of the issuing company. c) Description of securities: Complete details about the restricted securities being sold, including type, quantity, and specific identifiers. d) Compliance confirmation: A statement affirming compliance with all relevant securities regulations, including Rule 144. 4. Types of Broward Florida Rule 144 Sellers Representation Letter Non-Affiliate: While there may not be specific variations of this letter, different versions may arise based on factors such as the issuing company policy or legal requirements. Some variations could include: a) Corporate Sellers: In the case of a company or corporate entity selling restricted securities, the letter may include additional information regarding the company's structure and authorized personnel authorized to sign on behalf of the selling entity. b) Third-Party Representatives: When a non-affiliated representative acts on behalf of the seller, a separate representation letter may be required to validate the absence of affiliation for both the seller and their representative. c) Multi-State Compliance: Sellers engaged in interstate activities may require specific versions of the letter to comply with the unique regulations of each state involved in the transaction. Conclusion: Understanding the Broward Florida Rule 144 Sellers Representation Letter Non-Affiliate is crucial for both sellers and buyers of restricted securities. This legally-required document ensures compliance with SEC regulations and seeks to maintain transparency and fairness in the market. By providing a comprehensive overview, this detailed description aims to shed light on the importance of this letter and its various components in Broward, Florida.
Para su conveniencia, debajo del texto en español le brindamos la versión completa de este formulario en inglés.
For your convenience, the complete English version of this form is attached below the Spanish version.