Georgia 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 Georgia Statement or Legend on a Stock Certificate — Notice of Restrictiotransfereefe— - Stock not Registered — Intrastate Exemption is a legal notation that appears on a stock certificate issued by a company in the state of Georgia. This statement serves as a notice to shareholders and potential buyers about specific restrictions and limitations on the transfer of the stock. The Georgia Statement or Legend highlights the following key elements: 1. Restriction on Transfer: It indicates that there are limitations placed on the transferability of the stock. These restrictions may be imposed by the issuing company, the state of Georgia, or both. 2. Stock Not Registered: This phrase emphasizes that the specific stock mentioned on the certificate has not been registered with the appropriate regulatory bodies, such as the Securities and Exchange Commission (SEC). This lack of registration implies that the stock may not be traded on national stock exchanges. 3. Intrastate Exemption: This refers to an exemption from federal registration requirements for securities transactions that occur solely within the state of Georgia. The stock covered by this legend may only be traded within Georgia and is not authorized for interstate or national trading. Different types of Georgia Statements or Legends on Stock Certificates — Notice of Restrictiotransfereefe— - Stock not Registered — Intrastate Exemption may include variations in the specific wording or additional disclosures based on the unique circumstances of the stock issuance. For example, variations in the Georgia legend could include: 1. Alternative Restriction Language: The specific restrictions on transfer may differ based on the nature of the stock or the issuing company. This could be tailored to address limitations such as transfer restrictions to affiliated entities, company founders, or employees. 2. Changes in Intrastate Exemption Rules: The legend may include updated information regarding any changes in Georgia's intrastate exemption regulations. 3. Legal Citations: The legend may reference specific sections or provisions of Georgia securities laws or regulations that justify the restriction on transfer, providing a legal basis for the stated limitations. In conclusion, the Georgia Statement or Legend on a Stock Certificate — Notice of Restrictiotransfereefe— - Stock not Registered — Intrastate Exemption is a crucial indication of limitations on the transferability and trading of a specific stock within Georgia. This notation ensures that both shareholders and potential buyers are aware of the constraints imposed by the issuing company and the state of Georgia to ensure compliance with applicable laws and regulations.

A Georgia Statement or Legend on a Stock Certificate — Notice of Restrictiotransfereefe— - Stock not Registered — Intrastate Exemption is a legal notation that appears on a stock certificate issued by a company in the state of Georgia. This statement serves as a notice to shareholders and potential buyers about specific restrictions and limitations on the transfer of the stock. The Georgia Statement or Legend highlights the following key elements: 1. Restriction on Transfer: It indicates that there are limitations placed on the transferability of the stock. These restrictions may be imposed by the issuing company, the state of Georgia, or both. 2. Stock Not Registered: This phrase emphasizes that the specific stock mentioned on the certificate has not been registered with the appropriate regulatory bodies, such as the Securities and Exchange Commission (SEC). This lack of registration implies that the stock may not be traded on national stock exchanges. 3. Intrastate Exemption: This refers to an exemption from federal registration requirements for securities transactions that occur solely within the state of Georgia. The stock covered by this legend may only be traded within Georgia and is not authorized for interstate or national trading. Different types of Georgia Statements or Legends on Stock Certificates — Notice of Restrictiotransfereefe— - Stock not Registered — Intrastate Exemption may include variations in the specific wording or additional disclosures based on the unique circumstances of the stock issuance. For example, variations in the Georgia legend could include: 1. Alternative Restriction Language: The specific restrictions on transfer may differ based on the nature of the stock or the issuing company. This could be tailored to address limitations such as transfer restrictions to affiliated entities, company founders, or employees. 2. Changes in Intrastate Exemption Rules: The legend may include updated information regarding any changes in Georgia's intrastate exemption regulations. 3. Legal Citations: The legend may reference specific sections or provisions of Georgia securities laws or regulations that justify the restriction on transfer, providing a legal basis for the stated limitations. In conclusion, the Georgia Statement or Legend on a Stock Certificate — Notice of Restrictiotransfereefe— - Stock not Registered — Intrastate Exemption is a crucial indication of limitations on the transferability and trading of a specific stock within Georgia. This notation ensures that both shareholders and potential buyers are aware of the constraints imposed by the issuing company and the state of Georgia to ensure compliance with applicable laws and regulations.