Missouri 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. Missouri Rule 144 Sellers Representation Letter Non-Affiliate is a legal document that plays a crucial role in securities transactions involving the sale of restricted securities by non-affiliate sellers under Rule 144 of the Securities Act of 1933. This letter serves as evidence that the seller is complying with the requirements of Rule 144 and provides certain representations to the buyer and their legal representatives. In Missouri, there are two types of Rule 144 Sellers Representation Letters for non-affiliate sellers. The first type is for individual natural persons who are selling restricted securities as non-affiliates. The second type is for corporate entities or organizations that are non-affiliates and wish to sell their restricted securities under Rule 144. The detailed description of the Missouri Rule 144 Sellers Representation Letter Non-Affiliate can be outlined as follows: 1. Purpose: This letter is intended to provide assurances and representations to the buyer and their legal representatives that the seller qualifies as a non-affiliate under Rule 144 for the sale of restricted securities. 2. Seller's Information: The letter starts with comprehensive seller information, including their full legal name, address, contact details, and any additional relevant identification or registration numbers. 3. Shareholder Status: The seller must explicitly state that they are not an affiliate of the issuer of the securities being sold. It is essential to clarify that there are no business relationships or control over the issuer's affairs that could deem them an affiliate. 4. Holding Period Compliance: The seller must confirm that they have held the securities for the necessary holding period specified in Rule 144. This holding period is typically six months or one year, depending on whether the issuer is a reporting company or a non-reporting company. 5. Adequate Public Information: The seller must represent that the issuer has made adequate public information available regarding its affairs, financial results, and operations, as required by Rule 144. 6. Volume Limitations: The seller must ensure that the proposed sale of restricted securities complies with the volume limitations set forth in Rule 144. This limitation is typically 1% of the outstanding shares of the same class being sold or based on the average weekly trading volume. 7. Notice of Sale: The seller agrees to furnish the buyer or their legal representatives with a notice of sale on Form 144 as required by the Securities and Exchange Commission (SEC) regulations. 8. No Arrangement or Understandings: The seller must confirm that there exist no arrangements, agreements, or understandings with any other parties that may affect the distribution or control of the securities being sold. 9. Governing Law and Jurisdiction: The letter may include a provision specifying that Missouri law governs the interpretation and enforcement of the representations made in the document, as well as the jurisdiction for any potential legal disputes. It is important to note that the content and structure of the Missouri Rule 144 Sellers Representation Letter Non-Affiliate may vary depending on the specific requirements of the parties involved and the particular transaction circumstances. Legal advice from a qualified attorney should be sought to ensure compliance with all relevant laws and regulations.

Missouri Rule 144 Sellers Representation Letter Non-Affiliate is a legal document that plays a crucial role in securities transactions involving the sale of restricted securities by non-affiliate sellers under Rule 144 of the Securities Act of 1933. This letter serves as evidence that the seller is complying with the requirements of Rule 144 and provides certain representations to the buyer and their legal representatives. In Missouri, there are two types of Rule 144 Sellers Representation Letters for non-affiliate sellers. The first type is for individual natural persons who are selling restricted securities as non-affiliates. The second type is for corporate entities or organizations that are non-affiliates and wish to sell their restricted securities under Rule 144. The detailed description of the Missouri Rule 144 Sellers Representation Letter Non-Affiliate can be outlined as follows: 1. Purpose: This letter is intended to provide assurances and representations to the buyer and their legal representatives that the seller qualifies as a non-affiliate under Rule 144 for the sale of restricted securities. 2. Seller's Information: The letter starts with comprehensive seller information, including their full legal name, address, contact details, and any additional relevant identification or registration numbers. 3. Shareholder Status: The seller must explicitly state that they are not an affiliate of the issuer of the securities being sold. It is essential to clarify that there are no business relationships or control over the issuer's affairs that could deem them an affiliate. 4. Holding Period Compliance: The seller must confirm that they have held the securities for the necessary holding period specified in Rule 144. This holding period is typically six months or one year, depending on whether the issuer is a reporting company or a non-reporting company. 5. Adequate Public Information: The seller must represent that the issuer has made adequate public information available regarding its affairs, financial results, and operations, as required by Rule 144. 6. Volume Limitations: The seller must ensure that the proposed sale of restricted securities complies with the volume limitations set forth in Rule 144. This limitation is typically 1% of the outstanding shares of the same class being sold or based on the average weekly trading volume. 7. Notice of Sale: The seller agrees to furnish the buyer or their legal representatives with a notice of sale on Form 144 as required by the Securities and Exchange Commission (SEC) regulations. 8. No Arrangement or Understandings: The seller must confirm that there exist no arrangements, agreements, or understandings with any other parties that may affect the distribution or control of the securities being sold. 9. Governing Law and Jurisdiction: The letter may include a provision specifying that Missouri law governs the interpretation and enforcement of the representations made in the document, as well as the jurisdiction for any potential legal disputes. It is important to note that the content and structure of the Missouri Rule 144 Sellers Representation Letter Non-Affiliate may vary depending on the specific requirements of the parties involved and the particular transaction circumstances. Legal advice from a qualified attorney should be sought to ensure compliance with all relevant laws and regulations.