District of Columbia 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. The District of Columbia Rule 144 Sellers Representation Letter Non-Affiliate is a legal document that pertains to the sale of restricted securities by non-affiliated individuals or entities in the District of Columbia. This letter serves as a representation from the seller to the buyer and is crucial in complying with the regulations set forth by Rule 144 of the Securities Act of 1933. Rule 144 is a federal regulation that provides a safe harbor for the sale of restricted securities, which are securities acquired through private placements, employee stock options, or other unregistered means. It allows non-affiliates (individuals or entities not directly or indirectly controlling the issuer) to sell restricted securities in certain circumstances without registering them with the Securities and Exchange Commission (SEC). In the District of Columbia, sellers of restricted securities who qualify for the non-affiliate exemption under Rule 144 must provide a Seller's Representation Letter Non-Affiliate to the buyer. This letter contains specific information and assures the buyer that the seller meets the necessary criteria to benefit from the exemption. The content of the District of Columbia Rule 144 Sellers Representation Letter Non-Affiliate may include the following key elements: 1. Identification of the seller: The letter should clearly identify the non-affiliate seller, including their name, address, and contact information. 2. Description of the securities: The letter should provide a detailed description of the restricted securities being sold, including the class of securities, the number of shares, and any applicable identification numbers. 3. Non-affiliate status representation: The seller must explicitly state that they are not an affiliate of the issuer of the securities. This means that they do not have the power to control or influence the issuer's management or policies. 4. Holding period representation: The seller should represent that they have held the securities for a specific period as required by Rule 144. In most cases, this holding period is at least six months or one year, depending on whether the issuer is a reporting or non-reporting company. 5. Compliance with other requirements: The letter should confirm that the seller has complied with all other applicable provisions of Rule 144, such as timely filing any necessary reports with the SEC. Different types of District of Columbia Rule 144 Sellers Representation Letter Non-Affiliate may exist based on the specific circumstances of the sale. For example, there could be variations in the holding period requirement or additional representations required for certain types of securities or issuers. It is important for sellers and buyers to ensure they are using the correct version of the letter that aligns with their specific situation and complies with all relevant regulations.

The District of Columbia Rule 144 Sellers Representation Letter Non-Affiliate is a legal document that pertains to the sale of restricted securities by non-affiliated individuals or entities in the District of Columbia. This letter serves as a representation from the seller to the buyer and is crucial in complying with the regulations set forth by Rule 144 of the Securities Act of 1933. Rule 144 is a federal regulation that provides a safe harbor for the sale of restricted securities, which are securities acquired through private placements, employee stock options, or other unregistered means. It allows non-affiliates (individuals or entities not directly or indirectly controlling the issuer) to sell restricted securities in certain circumstances without registering them with the Securities and Exchange Commission (SEC). In the District of Columbia, sellers of restricted securities who qualify for the non-affiliate exemption under Rule 144 must provide a Seller's Representation Letter Non-Affiliate to the buyer. This letter contains specific information and assures the buyer that the seller meets the necessary criteria to benefit from the exemption. The content of the District of Columbia Rule 144 Sellers Representation Letter Non-Affiliate may include the following key elements: 1. Identification of the seller: The letter should clearly identify the non-affiliate seller, including their name, address, and contact information. 2. Description of the securities: The letter should provide a detailed description of the restricted securities being sold, including the class of securities, the number of shares, and any applicable identification numbers. 3. Non-affiliate status representation: The seller must explicitly state that they are not an affiliate of the issuer of the securities. This means that they do not have the power to control or influence the issuer's management or policies. 4. Holding period representation: The seller should represent that they have held the securities for a specific period as required by Rule 144. In most cases, this holding period is at least six months or one year, depending on whether the issuer is a reporting or non-reporting company. 5. Compliance with other requirements: The letter should confirm that the seller has complied with all other applicable provisions of Rule 144, such as timely filing any necessary reports with the SEC. Different types of District of Columbia Rule 144 Sellers Representation Letter Non-Affiliate may exist based on the specific circumstances of the sale. For example, there could be variations in the holding period requirement or additional representations required for certain types of securities or issuers. It is important for sellers and buyers to ensure they are using the correct version of the letter that aligns with their specific situation and complies with all relevant regulations.