Minnesota 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. The Minnesota Statement or Legend on Stock Certificate — Notice of Restrictiotransfereefe— - Stock not Registered — Intrastate Exemption is a required disclosure that appears on stock certificates in the state of Minnesota. This statement or legend serves the purpose of notifying the stockholder and any potential transferor or transferee of the restrictions placed on the transfer of the stock. When a company issues stock in Minnesota, it must comply with state securities laws, which may include the requirement to register the stock before it can be transferred. However, there are situations where certain exemptions may apply, allowing the company to issue stock without registration. In these cases, the Minnesota Statement or Legend is used to inform all parties involved about the limitations placed on the transferability of the stock. The specific wording of the Minnesota Statement or Legend may vary depending on the circumstances, but it typically includes information about the stock not being registered with the state securities' commissioner. This indicates that the stock cannot be freely transferred or sold without complying with the applicable exemptions and restrictions. Some potential types of Minnesota Statements or Legends on Stock Certificates related to the Notice of Restriction on Transfer — Stock noRegisteredre— - Intrastate Exemption could include: 1. Intrastate Exemption Legend: This legend would specifically mention the exemption that allows for the intrastate sale or transfer of the stock. It would highlight that the stock can only be transferred within the borders of Minnesota and cannot be sold to out-of-state investors. 2. Limited Transferability Legend: This type of legend would indicate that the stock can only be transferred under certain conditions or with specific approvals from the company. It would emphasize that any transfers must comply with the applicable state securities laws and regulations. 3. Certificate Disclaimer Statement: Another type of Minnesota Statement or Legend might include a disclaimer informing the stockholder and any future transferee that the stock certificate itself does not constitute a valid transfer of the stock. It would emphasize that any proposed transfer must follow the appropriate legal procedures and receive necessary approvals. It is important for both stockholders and potential transferees to carefully read and understand the Minnesota Statement or Legend on any stock certificates to ensure compliance with the applicable laws and restrictions. Failure to comply with these restrictions can lead to legal consequences and hinder the transfer of the stock.

The Minnesota Statement or Legend on Stock Certificate — Notice of Restrictiotransfereefe— - Stock not Registered — Intrastate Exemption is a required disclosure that appears on stock certificates in the state of Minnesota. This statement or legend serves the purpose of notifying the stockholder and any potential transferor or transferee of the restrictions placed on the transfer of the stock. When a company issues stock in Minnesota, it must comply with state securities laws, which may include the requirement to register the stock before it can be transferred. However, there are situations where certain exemptions may apply, allowing the company to issue stock without registration. In these cases, the Minnesota Statement or Legend is used to inform all parties involved about the limitations placed on the transferability of the stock. The specific wording of the Minnesota Statement or Legend may vary depending on the circumstances, but it typically includes information about the stock not being registered with the state securities' commissioner. This indicates that the stock cannot be freely transferred or sold without complying with the applicable exemptions and restrictions. Some potential types of Minnesota Statements or Legends on Stock Certificates related to the Notice of Restriction on Transfer — Stock noRegisteredre— - Intrastate Exemption could include: 1. Intrastate Exemption Legend: This legend would specifically mention the exemption that allows for the intrastate sale or transfer of the stock. It would highlight that the stock can only be transferred within the borders of Minnesota and cannot be sold to out-of-state investors. 2. Limited Transferability Legend: This type of legend would indicate that the stock can only be transferred under certain conditions or with specific approvals from the company. It would emphasize that any transfers must comply with the applicable state securities laws and regulations. 3. Certificate Disclaimer Statement: Another type of Minnesota Statement or Legend might include a disclaimer informing the stockholder and any future transferee that the stock certificate itself does not constitute a valid transfer of the stock. It would emphasize that any proposed transfer must follow the appropriate legal procedures and receive necessary approvals. It is important for both stockholders and potential transferees to carefully read and understand the Minnesota Statement or Legend on any stock certificates to ensure compliance with the applicable laws and restrictions. Failure to comply with these restrictions can lead to legal consequences and hinder the transfer of the stock.