Michigan 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. The Michigan Rule 144 Sellers Representation Letter Non-Affiliate is a legal document that provides important information and assurances to potential buyers in accordance with Michigan securities law. It is specifically designed to comply with the requirements of Rule 144 under the Securities Act of 1933, which allows the sale of restricted securities in the public market under certain conditions. In this letter, a seller who is not an affiliate of the issuing company (i.e., someone who does not have a controlling interest or relationship with the company) provides representations and warranties regarding their relationship with the company and the nature of the securities being sold. The purpose of this letter is to demonstrate that the seller is eligible to rely on the provisions of Rule 144 and that the securities are not being sold in violation of any applicable securities laws. Some relevant keywords related to the Michigan Rule 144 Sellers Representation Letter Non-Affiliate include: 1. Michigan's securities law: This refers to the specific legislation and regulations governing the sale of securities in the state of Michigan. It includes the requirements for issuing and selling securities and the obligations of sellers and investors. 2. Rule 144: This is a federal securities' law that provides a safe harbor exemption for the public resale of restricted and control securities. It sets forth various conditions that must be met to qualify for the exemption, including holding periods and specific information that must be disclosed to potential buyers. 3. Seller's representation letter: This refers to the document itself that the seller must provide to potential buyers, wherein they make certain representations and warranties regarding their relationship with the issuing company and the securities being sold. 4. Non-affiliate: This term indicates that the seller does not have any controlling interest, relationship, or connection with the issuing company. Non-affiliates generally have more flexibility in selling securities under Rule 144 compared to affiliates, who may be subject to additional restrictions. It is important to note that there may not be different types of Michigan Rule 144 Sellers Representation Letter Non-Affiliate specifically, as the document aims to fulfill the requirements set forth by the Rule. However, there may be various templates or forms available that can be adapted to individual circumstances or specific transactions.

The Michigan Rule 144 Sellers Representation Letter Non-Affiliate is a legal document that provides important information and assurances to potential buyers in accordance with Michigan securities law. It is specifically designed to comply with the requirements of Rule 144 under the Securities Act of 1933, which allows the sale of restricted securities in the public market under certain conditions. In this letter, a seller who is not an affiliate of the issuing company (i.e., someone who does not have a controlling interest or relationship with the company) provides representations and warranties regarding their relationship with the company and the nature of the securities being sold. The purpose of this letter is to demonstrate that the seller is eligible to rely on the provisions of Rule 144 and that the securities are not being sold in violation of any applicable securities laws. Some relevant keywords related to the Michigan Rule 144 Sellers Representation Letter Non-Affiliate include: 1. Michigan's securities law: This refers to the specific legislation and regulations governing the sale of securities in the state of Michigan. It includes the requirements for issuing and selling securities and the obligations of sellers and investors. 2. Rule 144: This is a federal securities' law that provides a safe harbor exemption for the public resale of restricted and control securities. It sets forth various conditions that must be met to qualify for the exemption, including holding periods and specific information that must be disclosed to potential buyers. 3. Seller's representation letter: This refers to the document itself that the seller must provide to potential buyers, wherein they make certain representations and warranties regarding their relationship with the issuing company and the securities being sold. 4. Non-affiliate: This term indicates that the seller does not have any controlling interest, relationship, or connection with the issuing company. Non-affiliates generally have more flexibility in selling securities under Rule 144 compared to affiliates, who may be subject to additional restrictions. It is important to note that there may not be different types of Michigan Rule 144 Sellers Representation Letter Non-Affiliate specifically, as the document aims to fulfill the requirements set forth by the Rule. However, there may be various templates or forms available that can be adapted to individual circumstances or specific transactions.