Georgia 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. Georgia Rule 144 Sellers Representation Letter is a legal document that serves as a written confirmation by a seller to potential buyers regarding the compliance with the requirements of Rule 144 under the Securities Act of 1933. Specifically, the term "Non-Affiliate" refers to a seller who does not have any affiliation or association with the issuing company whose securities are being sold or transferred. This letter is typically used in transactions involving the sale of restricted securities, such as shares acquired through private placements or employee stock options, among other scenarios. The purpose of the Seller's Representation Letter is to provide assurances to the buyer that the seller has met certain conditions and is eligible to sell the restricted securities under Rule 144. The content of a Georgia Rule 144 Sellers Representation Letter Non-Affiliate generally includes the following: 1. Introduction: The letter begins by clearly stating its purpose and the identities of the parties involved — the seller and the buyer. 2. Description of the Securities: The letter provides a detailed description of the restricted securities being sold, including the type of securities, date of acquisition, and any relevant stock symbols or identifiers. 3. Representation of Non-Affiliation: The seller explicitly states that they are not an affiliate of the issuing company. Affiliation can refer to individuals who hold significant positions within the company, such as officers, directors, or major shareholders. 4. Compliance with Rule 144 Conditions: The seller confirms that they have reviewed and satisfied the conditions imposed by Rule 144, which include the holding period requirement, adequate public information availability, and limitations on the volume of securities sold. 5. Pre-existing Arrangements: If there are any agreements or understandings between the seller and the issuing company that may affect the sale or transfer of the securities, they should be disclosed in this section. 6. Acknowledgment: The seller acknowledges that providing false information or failing to abide by the representations made in the letter may result in legal consequences. 7. Contact Information: The letter concludes with the contact details of both the seller and their legal counsel, if applicable, to facilitate further communication or inquiry. Although there is no specific mention of different types of Georgia Rule 144 Sellers Representation Letter Non-Affiliate, it is important to note that variations may occur depending on the specific circumstances of the transaction, the issuing company, and any other relevant factors. Professional legal advice should be sought to ensure the letter aligns with the specific requirements of the transaction at hand.

Georgia Rule 144 Sellers Representation Letter is a legal document that serves as a written confirmation by a seller to potential buyers regarding the compliance with the requirements of Rule 144 under the Securities Act of 1933. Specifically, the term "Non-Affiliate" refers to a seller who does not have any affiliation or association with the issuing company whose securities are being sold or transferred. This letter is typically used in transactions involving the sale of restricted securities, such as shares acquired through private placements or employee stock options, among other scenarios. The purpose of the Seller's Representation Letter is to provide assurances to the buyer that the seller has met certain conditions and is eligible to sell the restricted securities under Rule 144. The content of a Georgia Rule 144 Sellers Representation Letter Non-Affiliate generally includes the following: 1. Introduction: The letter begins by clearly stating its purpose and the identities of the parties involved — the seller and the buyer. 2. Description of the Securities: The letter provides a detailed description of the restricted securities being sold, including the type of securities, date of acquisition, and any relevant stock symbols or identifiers. 3. Representation of Non-Affiliation: The seller explicitly states that they are not an affiliate of the issuing company. Affiliation can refer to individuals who hold significant positions within the company, such as officers, directors, or major shareholders. 4. Compliance with Rule 144 Conditions: The seller confirms that they have reviewed and satisfied the conditions imposed by Rule 144, which include the holding period requirement, adequate public information availability, and limitations on the volume of securities sold. 5. Pre-existing Arrangements: If there are any agreements or understandings between the seller and the issuing company that may affect the sale or transfer of the securities, they should be disclosed in this section. 6. Acknowledgment: The seller acknowledges that providing false information or failing to abide by the representations made in the letter may result in legal consequences. 7. Contact Information: The letter concludes with the contact details of both the seller and their legal counsel, if applicable, to facilitate further communication or inquiry. Although there is no specific mention of different types of Georgia Rule 144 Sellers Representation Letter Non-Affiliate, it is important to note that variations may occur depending on the specific circumstances of the transaction, the issuing company, and any other relevant factors. Professional legal advice should be sought to ensure the letter aligns with the specific requirements of the transaction at hand.