Hawaii 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. Hawaii Rule 144 Sellers Representation Letter Non-Affiliate, also known as the HRS Rule 144 Sellers Representation Letter Non-Affiliate, is a legal document used in the state of Hawaii pertaining to the sale of securities under Rule 144 of the Securities and Exchange Commission (SEC). This document is specific to non-affiliate sellers who wish to trade their restricted securities in compliance with the Rule 144 regulations. Rule 144 is a federal regulation that provides a safe harbor to non-affiliate shareholders who wish to sell their restricted securities publicly without the need for registration with the SEC. However, to qualify for this exemption, the non-affiliate sellers must satisfy certain requirements and provide a seller's representation letter as part of the selling process. The Hawaii Rule 144 Sellers Representation Letter Non-Affiliate is designed for individuals or entities who are not directly affiliated with the issuer of the securities they wish to sell. It serves as a representation by the seller to the buyer that the requirements of Rule 144 have been met, ensuring compliance with securities laws. This document is important for both the seller and the buyer as it establishes the legal framework for the sale of restricted securities in Hawaii under Rule 144. Some key points covered in the letter may include: 1. Identification of the seller: The letter should include the complete legal name, contact information, and any relevant organizational details of the seller. 2. Details of the securities: It must specify the type, quantity, and class of restricted securities being sold. 3. Affiliation status: The seller must declare that they are a non-affiliate and not directly or indirectly associated with the issuer of the securities. 4. Holding period: The letter should confirm that the seller has held the securities for the required period as outlined in Rule 144, typically six months or one year. 5. Good faith representation: The seller must state that they are not engaged in any distribution of the securities and are selling them solely for their own account. 6. Legitimate purpose: The seller should declare that the sale is not part of any scheme to evade the registration requirements of the federal and state securities laws. 7. Acknowledgment of legal obligations: The letter should include an acknowledgment by the seller that they understand and will comply with any applicable state and federal regulations regarding the sale of securities. It's important to note that there may not be different types of Hawaii Rule 144 Sellers Representation Letter Non-Affiliate. However, variations may exist based on specific circumstances or additional state-specific requirements. It is recommended that individuals consult with legal professionals or experts in securities law to ensure compliance and accuracy when using this document.

Hawaii Rule 144 Sellers Representation Letter Non-Affiliate, also known as the HRS Rule 144 Sellers Representation Letter Non-Affiliate, is a legal document used in the state of Hawaii pertaining to the sale of securities under Rule 144 of the Securities and Exchange Commission (SEC). This document is specific to non-affiliate sellers who wish to trade their restricted securities in compliance with the Rule 144 regulations. Rule 144 is a federal regulation that provides a safe harbor to non-affiliate shareholders who wish to sell their restricted securities publicly without the need for registration with the SEC. However, to qualify for this exemption, the non-affiliate sellers must satisfy certain requirements and provide a seller's representation letter as part of the selling process. The Hawaii Rule 144 Sellers Representation Letter Non-Affiliate is designed for individuals or entities who are not directly affiliated with the issuer of the securities they wish to sell. It serves as a representation by the seller to the buyer that the requirements of Rule 144 have been met, ensuring compliance with securities laws. This document is important for both the seller and the buyer as it establishes the legal framework for the sale of restricted securities in Hawaii under Rule 144. Some key points covered in the letter may include: 1. Identification of the seller: The letter should include the complete legal name, contact information, and any relevant organizational details of the seller. 2. Details of the securities: It must specify the type, quantity, and class of restricted securities being sold. 3. Affiliation status: The seller must declare that they are a non-affiliate and not directly or indirectly associated with the issuer of the securities. 4. Holding period: The letter should confirm that the seller has held the securities for the required period as outlined in Rule 144, typically six months or one year. 5. Good faith representation: The seller must state that they are not engaged in any distribution of the securities and are selling them solely for their own account. 6. Legitimate purpose: The seller should declare that the sale is not part of any scheme to evade the registration requirements of the federal and state securities laws. 7. Acknowledgment of legal obligations: The letter should include an acknowledgment by the seller that they understand and will comply with any applicable state and federal regulations regarding the sale of securities. It's important to note that there may not be different types of Hawaii Rule 144 Sellers Representation Letter Non-Affiliate. However, variations may exist based on specific circumstances or additional state-specific requirements. It is recommended that individuals consult with legal professionals or experts in securities law to ensure compliance and accuracy when using this document.