Delaware Statement or Legend on Stock Certificate - Notice of Restriction on Transfer - Stock not Registered - Intrastate Exemption

• Category: Corporations - Shareholders and Stock
• State: Multi-State
• Control #: US-1057BG
• Format: Word; Rich Text

Description

A Legend is a statement on a stock certificate noting restrictions on the transfer of the stock, often due to SEC requirements for unregistered securities. The Securities Act of 1933 regulates the initial sale of securities to the public. Some securities are exempt from coverage of the Act. Certain stock issue transactions are also exempt (i.e., exempt from registration with the Securities and Exchange Commission). The most common exempt transaction that close corporations take advantage of is the intrastate offering. To qualify for this exemption, both the investors and the issuer must all be residents of the same state. The issuer must also meet the following requirements: • 80% of its assets must be located in the state; • 80% of its income must be earned from operations within the state; and • 80% of the proceeds from the sale must be used on operations within the state. Also, for nine months after the issuance, the stock can only be sold to state residents. A Delaware Statement or Legend on Stock Certificate, specifically the Notice of Restriction on Transfer — Stock noRegisteredre— - Intrastate Exemption, serves as a significant regulatory mark on a stock certificate indicating certain restrictions on its transferability. This statement is specifically used in the state of Delaware and signifies that the stock represented by the certificate has not been registered under federal securities laws but qualifies for an intrastate exemption. The primary purpose of this statement or legend is to inform potential buyers or transferors of the limitations associated with the stock. It emphasizes that the stock, although not registered under federal securities laws, can only be traded within the boundaries of Delaware, falling in line with the state's intrastate exemption provisions. This legend ensures compliance with Delaware's securities regulations, ensuring that buyers or transferors are aware of the restrictions before engaging in any inter-state or international transactions involving the stock. Different types or variations of the Delaware Statement or Legend on Stock Certificate — Notice of Restrictiotransfereefe— - Stock not Registered — Intrastate Exemption may include: 1. Standard Delaware Intrastate Exemption Legend: This type of legend explicitly states that the stock certificate represents shares that are not registered under federal securities laws but are exempted for intrastate trading within Delaware's borders. 2. Delaware Regulation D Intrastate Exemption Legend: In certain cases, the stock certificate may carry a specific legend related to Delaware's Regulation D, which governs the issuance and sale of securities to ensure compliance with federal exemptions, including the intrastate exemption. 3. Delaware Blue Sky Exemption Legend: This legend may be used to refer to the Delaware-specific securities laws known as the "Blue Sky" laws, which regulate the sale and trading of securities within the state. The legend would clarify that the stock certificate is subject to Delaware's Blue Sky exemptions. 4. Delaware Restricted Stock Legend: This variant of the legend highlights the restrictive nature of the stock and signifies that it can only be transferred under specific circumstances or conditions prescribed by Delaware securities regulations. It is crucial for buyers, sellers, and transferors of stocks to carefully review and understand the Delaware Statement or Legend on Stock Certificate — Notice of Restrictiotransfereefe— - Stock not Registered — Intrastate Exemption. This provides transparency and helps ensure compliance with Delaware's securities laws, protecting all parties involved in the transaction.

A Delaware Statement or Legend on Stock Certificate, specifically the Notice of Restriction on Transfer — Stock noRegisteredre— - Intrastate Exemption, serves as a significant regulatory mark on a stock certificate indicating certain restrictions on its transferability. This statement is specifically used in the state of Delaware and signifies that the stock represented by the certificate has not been registered under federal securities laws but qualifies for an intrastate exemption. The primary purpose of this statement or legend is to inform potential buyers or transferors of the limitations associated with the stock. It emphasizes that the stock, although not registered under federal securities laws, can only be traded within the boundaries of Delaware, falling in line with the state's intrastate exemption provisions. This legend ensures compliance with Delaware's securities regulations, ensuring that buyers or transferors are aware of the restrictions before engaging in any inter-state or international transactions involving the stock. Different types or variations of the Delaware Statement or Legend on Stock Certificate — Notice of Restrictiotransfereefe— - Stock not Registered — Intrastate Exemption may include: 1. Standard Delaware Intrastate Exemption Legend: This type of legend explicitly states that the stock certificate represents shares that are not registered under federal securities laws but are exempted for intrastate trading within Delaware's borders. 2. Delaware Regulation D Intrastate Exemption Legend: In certain cases, the stock certificate may carry a specific legend related to Delaware's Regulation D, which governs the issuance and sale of securities to ensure compliance with federal exemptions, including the intrastate exemption. 3. Delaware Blue Sky Exemption Legend: This legend may be used to refer to the Delaware-specific securities laws known as the "Blue Sky" laws, which regulate the sale and trading of securities within the state. The legend would clarify that the stock certificate is subject to Delaware's Blue Sky exemptions. 4. Delaware Restricted Stock Legend: This variant of the legend highlights the restrictive nature of the stock and signifies that it can only be transferred under specific circumstances or conditions prescribed by Delaware securities regulations. It is crucial for buyers, sellers, and transferors of stocks to carefully review and understand the Delaware Statement or Legend on Stock Certificate — Notice of Restrictiotransfereefe— - Stock not Registered — Intrastate Exemption. This provides transparency and helps ensure compliance with Delaware's securities laws, protecting all parties involved in the transaction.