Connecticut 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. Connecticut Rule 144 Sellers Representation Letter Non-Affiliate is a legal document used in securities transactions as part of the process of selling restricted securities under Rule 144 of the Securities Act of 1933. It is specifically designed for non-affiliate sellers who are disposing of restricted securities in compliance with the rules and regulations set forth by the state of Connecticut. The Seller's Representation Letter Non-Affiliate serves as a declaration by the seller that they are an individual or entity who is not an affiliate of the issuer of the securities being sold. This means they have no direct or indirect control, ownership, or relationship with the issuing company. The letter provides assurance to the buyer, securities regulators, and other parties involved in the transaction that the sale is being conducted within the guidelines of Connecticut Rule 144. Key content and provisions typically included in the Connecticut Rule 144 Sellers Representation Letter Non-Affiliate may include: 1. Identification of the seller: The letter will start with the seller's full legal name, contact information, and any relevant identification numbers, such as Social Security or taxpayer identification numbers. 2. Confirmation as a non-affiliate: The letter will explicitly state that the seller is not considered an affiliate of the issuing company, and therefore not subject to the same restrictions and requirements for selling restricted securities. 3. Nature of the securities being sold: The letter will describe the securities being sold, including the class, type, and any applicable identifying numbers or symbols. 4. Compliance with Rule 144: The letter will provide an affirmation that the seller is familiar with and in compliance with Rule 144 of the Securities Act of 1933, which governs the sale of restricted securities. 5. Legal representation: The letter may state that the seller has sought legal advice or representation to ensure compliance with all relevant securities laws and regulations. Different types of Connecticut Rule 144 Sellers Representation Letter Non-Affiliate may be categorized based on the specific transaction they are used for or the entities involved. For example: — Individual Seller's Representation Letter: This type of letter is utilized when an individual is selling restricted securities without any affiliation to the issuing company. — Corporate Seller's Representation Letter: This variant of the letter is used when a corporate entity is selling restricted securities as a non-affiliate. — Partnership/LLC Seller's Representation Letter: This letter is tailored for partnerships or limited liability companies (LCS) that are selling restricted securities without having any affiliation with the issuer. In conclusion, the Connecticut Rule 144 Sellers Representation Letter Non-Affiliate is a crucial legal document that ensures compliance with state securities regulations when selling restricted securities as a non-affiliate in Connecticut. Its purpose is to provide transparency, verification, and legal assurance to the various parties involved in the transaction.

Connecticut Rule 144 Sellers Representation Letter Non-Affiliate is a legal document used in securities transactions as part of the process of selling restricted securities under Rule 144 of the Securities Act of 1933. It is specifically designed for non-affiliate sellers who are disposing of restricted securities in compliance with the rules and regulations set forth by the state of Connecticut. The Seller's Representation Letter Non-Affiliate serves as a declaration by the seller that they are an individual or entity who is not an affiliate of the issuer of the securities being sold. This means they have no direct or indirect control, ownership, or relationship with the issuing company. The letter provides assurance to the buyer, securities regulators, and other parties involved in the transaction that the sale is being conducted within the guidelines of Connecticut Rule 144. Key content and provisions typically included in the Connecticut Rule 144 Sellers Representation Letter Non-Affiliate may include: 1. Identification of the seller: The letter will start with the seller's full legal name, contact information, and any relevant identification numbers, such as Social Security or taxpayer identification numbers. 2. Confirmation as a non-affiliate: The letter will explicitly state that the seller is not considered an affiliate of the issuing company, and therefore not subject to the same restrictions and requirements for selling restricted securities. 3. Nature of the securities being sold: The letter will describe the securities being sold, including the class, type, and any applicable identifying numbers or symbols. 4. Compliance with Rule 144: The letter will provide an affirmation that the seller is familiar with and in compliance with Rule 144 of the Securities Act of 1933, which governs the sale of restricted securities. 5. Legal representation: The letter may state that the seller has sought legal advice or representation to ensure compliance with all relevant securities laws and regulations. Different types of Connecticut Rule 144 Sellers Representation Letter Non-Affiliate may be categorized based on the specific transaction they are used for or the entities involved. For example: — Individual Seller's Representation Letter: This type of letter is utilized when an individual is selling restricted securities without any affiliation to the issuing company. — Corporate Seller's Representation Letter: This variant of the letter is used when a corporate entity is selling restricted securities as a non-affiliate. — Partnership/LLC Seller's Representation Letter: This letter is tailored for partnerships or limited liability companies (LCS) that are selling restricted securities without having any affiliation with the issuer. In conclusion, the Connecticut Rule 144 Sellers Representation Letter Non-Affiliate is a crucial legal document that ensures compliance with state securities regulations when selling restricted securities as a non-affiliate in Connecticut. Its purpose is to provide transparency, verification, and legal assurance to the various parties involved in the transaction.