California Rule 144 Seller's Representation Letter Non-Affiliate

• Category: Letters - Seller's Representation
• State: Multi-State
• Control #: US-1044BG
• Format: Word; Rich Text

Description

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. California Rule 144 Sellers Representation Letter Non-Affiliate is a legal document used in the state of California that is required under the Rule 144 exemption for the resale of restricted securities. This letter is specifically designed for sellers who are not considered affiliates of the issuing company. It serves as a representation that the seller is not an affiliate and intends to sell the securities in compliance with Rule 144. Keywords: California, Rule 144, Seller's Representation Letter, Non-Affiliate, restricted securities, resale, exemption, affiliate, compliance. Types of California Rule 144 Sellers Representation Letter Non-Affiliate may vary depending on the specific circumstances of the seller's relationship with the issuing company. Some possible variations include: 1. Rule 144 Sellers Representation Letter Non-Affiliate for Individuals: This type of letter is used when an individual seller who holds restricted securities wants to sell them in compliance with Rule 144 and is not considered an affiliate of the issuing company. 2. Rule 144 Sellers Representation Letter Non-Affiliate for Entities: This type of letter is used when an entity (such as a corporation or limited liability company) wants to sell restricted securities in compliance with Rule 144 and is not considered an affiliate of the issuing company. 3. Rule 144 Sellers Representation Letter Non-Affiliate for Employee Stock Options: This type of letter is used when an employee exercises stock options granted by the issuing company and wishes to sell the resulting shares in compliance with Rule 144. The letter affirms that the employee is not an affiliate and intends to sell the shares according to the rule. 4. Rule 144 Sellers Representation Letter Non-Affiliate for Private Placements: This type of letter is used when an investor who participated in a private placement offering wants to sell the restricted securities acquired through that offering in compliance with Rule 144. The letter confirms that the investor is not an affiliate and intends to sell the securities in accordance with the rule. These variations ensure that the specific circumstances and nature of the securities being sold are accurately represented in the seller's representation letter, providing clarity and compliance with California Rule 144.

California Rule 144 Sellers Representation Letter Non-Affiliate is a legal document used in the state of California that is required under the Rule 144 exemption for the resale of restricted securities. This letter is specifically designed for sellers who are not considered affiliates of the issuing company. It serves as a representation that the seller is not an affiliate and intends to sell the securities in compliance with Rule 144. Keywords: California, Rule 144, Seller's Representation Letter, Non-Affiliate, restricted securities, resale, exemption, affiliate, compliance. Types of California Rule 144 Sellers Representation Letter Non-Affiliate may vary depending on the specific circumstances of the seller's relationship with the issuing company. Some possible variations include: 1. Rule 144 Sellers Representation Letter Non-Affiliate for Individuals: This type of letter is used when an individual seller who holds restricted securities wants to sell them in compliance with Rule 144 and is not considered an affiliate of the issuing company. 2. Rule 144 Sellers Representation Letter Non-Affiliate for Entities: This type of letter is used when an entity (such as a corporation or limited liability company) wants to sell restricted securities in compliance with Rule 144 and is not considered an affiliate of the issuing company. 3. Rule 144 Sellers Representation Letter Non-Affiliate for Employee Stock Options: This type of letter is used when an employee exercises stock options granted by the issuing company and wishes to sell the resulting shares in compliance with Rule 144. The letter affirms that the employee is not an affiliate and intends to sell the shares according to the rule. 4. Rule 144 Sellers Representation Letter Non-Affiliate for Private Placements: This type of letter is used when an investor who participated in a private placement offering wants to sell the restricted securities acquired through that offering in compliance with Rule 144. The letter confirms that the investor is not an affiliate and intends to sell the securities in accordance with the rule. These variations ensure that the specific circumstances and nature of the securities being sold are accurately represented in the seller's representation letter, providing clarity and compliance with California Rule 144.