Indiana 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. Indiana Rule 144 Sellers Representation Letter Non-Affiliate is a legal document that provides a detailed representation statement made by a non-affiliate seller in accordance with Indiana's Rule 144. This letter is typically required when a non-affiliate seller seeks to sell restricted securities under Rule 144 of the Securities Act of 1933. Keywords: Indiana Rule 144, Seller's Representation Letter, Non-Affiliate, restricted securities, Securities Act of 1933. The Indiana Rule 144 Sellers Representation Letter Non-Affiliate is essential in ensuring compliance with the provisions of Rule 144. It is crucial for non-affiliate sellers, who are individuals or entities not associated with the issuing corporation, that intend to sell their restricted securities to potential buyers. By submitting this letter, non-affiliate sellers affirm their compliance with specific requirements of Indiana's Rule 144 and provide assurances regarding the nature of the securities being sold. The Indiana Rule 144 Sellers Representation Letter Non-Affiliate needs to contain various key details, such as the seller's name, address, contact information, and the number and class of securities being sold. Additionally, it should include specific representations made by the non-affiliate seller. These representations might include: 1. Disclosure: The seller should affirm that they have provided accurate and complete information about the securities being sold, including any material facts or events that might affect the investor's decision to purchase. 2. Non-Affiliate Status: The seller must declare their status as a non-affiliate and confirm that they have no current or previous affiliations with the issuing corporation in any capacity, including as an officer, director, or controlling shareholder. 3. Holding Period: The seller needs to specify the length of time they have held the restricted securities before the proposed sale, demonstrating compliance with the minimum holding period established by Rule 144. 4. Source of Securities: Sellers are required to disclose the source of the securities being sold and provide evidence to support their legal acquisition. 5. Compliance with Regulations: The letter must confirm that the seller is familiar with and will comply with all applicable federal and state securities laws, rules, and regulations. It is important to note that variations of the Indiana Rule 144 Sellers Representation Letter Non-Affiliate may exist, addressing specific requirements or circumstances. Some possible variations might include: 1. Indiana Rule 144 Sellers Representation Letter Non-Affiliate for Corporate Entities: This type of letter is tailored for non-affiliate sellers that are corporate entities rather than individuals. 2. Amended Indiana Rule 144 Sellers Representation Letter Non-Affiliate: This letter is used when there are changes or updates to the previous representations made by the seller, necessitating an amended letter to ensure continued compliance. In conclusion, the Indiana Rule 144 Sellers Representation Letter Non-Affiliate is a critical document that facilitates the sale of restricted securities by non-affiliate sellers in compliance with Indiana's Rule 144. Its purpose is to provide a comprehensive representation statement that assures potential buyers and relevant regulatory authorities about the legality and compliance of the sale.

Indiana Rule 144 Sellers Representation Letter Non-Affiliate is a legal document that provides a detailed representation statement made by a non-affiliate seller in accordance with Indiana's Rule 144. This letter is typically required when a non-affiliate seller seeks to sell restricted securities under Rule 144 of the Securities Act of 1933. Keywords: Indiana Rule 144, Seller's Representation Letter, Non-Affiliate, restricted securities, Securities Act of 1933. The Indiana Rule 144 Sellers Representation Letter Non-Affiliate is essential in ensuring compliance with the provisions of Rule 144. It is crucial for non-affiliate sellers, who are individuals or entities not associated with the issuing corporation, that intend to sell their restricted securities to potential buyers. By submitting this letter, non-affiliate sellers affirm their compliance with specific requirements of Indiana's Rule 144 and provide assurances regarding the nature of the securities being sold. The Indiana Rule 144 Sellers Representation Letter Non-Affiliate needs to contain various key details, such as the seller's name, address, contact information, and the number and class of securities being sold. Additionally, it should include specific representations made by the non-affiliate seller. These representations might include: 1. Disclosure: The seller should affirm that they have provided accurate and complete information about the securities being sold, including any material facts or events that might affect the investor's decision to purchase. 2. Non-Affiliate Status: The seller must declare their status as a non-affiliate and confirm that they have no current or previous affiliations with the issuing corporation in any capacity, including as an officer, director, or controlling shareholder. 3. Holding Period: The seller needs to specify the length of time they have held the restricted securities before the proposed sale, demonstrating compliance with the minimum holding period established by Rule 144. 4. Source of Securities: Sellers are required to disclose the source of the securities being sold and provide evidence to support their legal acquisition. 5. Compliance with Regulations: The letter must confirm that the seller is familiar with and will comply with all applicable federal and state securities laws, rules, and regulations. It is important to note that variations of the Indiana Rule 144 Sellers Representation Letter Non-Affiliate may exist, addressing specific requirements or circumstances. Some possible variations might include: 1. Indiana Rule 144 Sellers Representation Letter Non-Affiliate for Corporate Entities: This type of letter is tailored for non-affiliate sellers that are corporate entities rather than individuals. 2. Amended Indiana Rule 144 Sellers Representation Letter Non-Affiliate: This letter is used when there are changes or updates to the previous representations made by the seller, necessitating an amended letter to ensure continued compliance. In conclusion, the Indiana Rule 144 Sellers Representation Letter Non-Affiliate is a critical document that facilitates the sale of restricted securities by non-affiliate sellers in compliance with Indiana's Rule 144. Its purpose is to provide a comprehensive representation statement that assures potential buyers and relevant regulatory authorities about the legality and compliance of the sale.