Massachusetts 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. Massachusetts Rule 144 Sellers Representation Letter Non-Affiliate is a legal document that is used in the state of Massachusetts to comply with the regulations under Rule 144 of the Securities Act of 1933. This rule allows the sale of restricted securities without registration with the Securities and Exchange Commission (SEC) under certain conditions. A Massachusetts Rule 144 Sellers Representation Letter Non-Affiliate is specifically designed for individuals or entities who are not considered affiliates of the company whose securities they wish to sell. An affiliate is generally defined as a person or entity that directly or indirectly controls, is controlled by, or is under common control with the company. This representation letter is crucial for sellers as it provides a representation and certification that the seller is not an affiliate, ensuring compliance with the provisions of Rule 144. It is important to note that this document is only applicable in Massachusetts and might differ in other states. The Massachusetts Rule 144 Sellers Representation Letter Non-Affiliate typically includes the following key points: 1. Identification: The letter begins with the identification of the seller and the company whose securities are being sold. This includes the seller's name, address, and contact details, as well as the company's name, address, and relevant identifying information. 2. Non-Affiliate Certification: The letter explicitly states that the seller is not an affiliate of the company whose securities are being sold. This serves as an assurance that the seller has no control or influence over the company or its operations. 3. Verification Documentation: Sellers may be required to provide supporting documentation to prove their non-affiliate status. This can include documents such as shareholder agreements, partnership agreements, or any other relevant legal documents. 4. Rule 144 Compliance: The letter confirms that the seller understands and acknowledges the provisions of Rule 144 and agrees to comply with its rules and restrictions, including any holding periods or volume limitations. Different variations or types of Massachusetts Rule 144 Sellers Representation Letters exist, depending on the specific circumstances of the sale. Some common variations include: 1. Massachusetts Rule 144 Sellers Representation Letter Non-Affiliate (Individual): This version is designed for individual sellers who are not affiliated with the company whose securities they wish to sell. 2. Massachusetts Rule 144 Sellers Representation Letter Non-Affiliate (Entity): This version is tailored for sellers who are entities, such as corporations, partnerships, or limited liability companies, that are not affiliated with the company whose securities they seek to sell. In conclusion, the Massachusetts Rule 144 Sellers Representation Letter Non-Affiliate is a crucial legal document that satisfies the requirements of Rule 144 for sellers who are not affiliates of the company. It ensures compliance with regulatory obligations and provides assurance to potential buyers that the sale is in alignment with the applicable laws.

Massachusetts Rule 144 Sellers Representation Letter Non-Affiliate is a legal document that is used in the state of Massachusetts to comply with the regulations under Rule 144 of the Securities Act of 1933. This rule allows the sale of restricted securities without registration with the Securities and Exchange Commission (SEC) under certain conditions. A Massachusetts Rule 144 Sellers Representation Letter Non-Affiliate is specifically designed for individuals or entities who are not considered affiliates of the company whose securities they wish to sell. An affiliate is generally defined as a person or entity that directly or indirectly controls, is controlled by, or is under common control with the company. This representation letter is crucial for sellers as it provides a representation and certification that the seller is not an affiliate, ensuring compliance with the provisions of Rule 144. It is important to note that this document is only applicable in Massachusetts and might differ in other states. The Massachusetts Rule 144 Sellers Representation Letter Non-Affiliate typically includes the following key points: 1. Identification: The letter begins with the identification of the seller and the company whose securities are being sold. This includes the seller's name, address, and contact details, as well as the company's name, address, and relevant identifying information. 2. Non-Affiliate Certification: The letter explicitly states that the seller is not an affiliate of the company whose securities are being sold. This serves as an assurance that the seller has no control or influence over the company or its operations. 3. Verification Documentation: Sellers may be required to provide supporting documentation to prove their non-affiliate status. This can include documents such as shareholder agreements, partnership agreements, or any other relevant legal documents. 4. Rule 144 Compliance: The letter confirms that the seller understands and acknowledges the provisions of Rule 144 and agrees to comply with its rules and restrictions, including any holding periods or volume limitations. Different variations or types of Massachusetts Rule 144 Sellers Representation Letters exist, depending on the specific circumstances of the sale. Some common variations include: 1. Massachusetts Rule 144 Sellers Representation Letter Non-Affiliate (Individual): This version is designed for individual sellers who are not affiliated with the company whose securities they wish to sell. 2. Massachusetts Rule 144 Sellers Representation Letter Non-Affiliate (Entity): This version is tailored for sellers who are entities, such as corporations, partnerships, or limited liability companies, that are not affiliated with the company whose securities they seek to sell. In conclusion, the Massachusetts Rule 144 Sellers Representation Letter Non-Affiliate is a crucial legal document that satisfies the requirements of Rule 144 for sellers who are not affiliates of the company. It ensures compliance with regulatory obligations and provides assurance to potential buyers that the sale is in alignment with the applicable laws.