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.
Riverside California Rule 144 Sellers Representation Letter Non-Affiliate is a legal document used in the context of securities transactions in the state of California. This letter is primarily relevant for sellers who are not affiliated with the company whose securities they are selling, as specified by Rule 144 of the Securities and Exchange Commission (SEC). In essence, Rule 144 governs the resale of restricted securities (securities acquired through private transactions) and provides certain exemptions from the registration requirements of the Securities Act of 1933. Sellers who are considered non-affiliates, meaning they do not have any direct or indirect control or significant influence over the issuing company, may use this representation letter to assert their compliance with Rule 144 when selling restricted securities. The Riverside California Rule 144 Sellers Representation Letter Non-Affiliate is designed to gather necessary information and declarations from the seller regarding their affiliation status, as well as their compliance with other conditions specified by Rule 144. It is essential for sellers to provide accurate and complete information to ensure compliance with securities laws and avoid potential legal issues. While there may not be different types of Riverside California Rule 144 Sellers Representation Letter Non-Affiliate specifically, variations of this representation letter may exist depending on the specific requirements set by the issuing company or legal counsel involved. Sellers must ensure they use the correct version of this letter, specific to their situation and the jurisdiction in which they are conducting the securities' transaction. Key relevant keywords for this topic may include: Riverside California, Rule 144, Seller's Representation Letter Non-Affiliate, securities transactions, restricted securities, Securities Act of 1933, Securities and Exchange Commission (SEC), affiliation status, compliance, legal document, exemptions.
Riverside California Rule 144 Sellers Representation Letter Non-Affiliate is a legal document used in the context of securities transactions in the state of California. This letter is primarily relevant for sellers who are not affiliated with the company whose securities they are selling, as specified by Rule 144 of the Securities and Exchange Commission (SEC). In essence, Rule 144 governs the resale of restricted securities (securities acquired through private transactions) and provides certain exemptions from the registration requirements of the Securities Act of 1933. Sellers who are considered non-affiliates, meaning they do not have any direct or indirect control or significant influence over the issuing company, may use this representation letter to assert their compliance with Rule 144 when selling restricted securities. The Riverside California Rule 144 Sellers Representation Letter Non-Affiliate is designed to gather necessary information and declarations from the seller regarding their affiliation status, as well as their compliance with other conditions specified by Rule 144. It is essential for sellers to provide accurate and complete information to ensure compliance with securities laws and avoid potential legal issues. While there may not be different types of Riverside California Rule 144 Sellers Representation Letter Non-Affiliate specifically, variations of this representation letter may exist depending on the specific requirements set by the issuing company or legal counsel involved. Sellers must ensure they use the correct version of this letter, specific to their situation and the jurisdiction in which they are conducting the securities' transaction. Key relevant keywords for this topic may include: Riverside California, Rule 144, Seller's Representation Letter Non-Affiliate, securities transactions, restricted securities, Securities Act of 1933, Securities and Exchange Commission (SEC), affiliation status, compliance, legal document, exemptions.
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.