Montana 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. Montana Rule 144 Sellers Representation Letter Non-Affiliate is a legal document that outlines the representations and warranties made by a seller who is planning to sell restricted securities in compliance with Rule 144 under the Securities Act of 1933. This specific representation letter is designed for non-affiliate sellers in the state of Montana who want to sell their restricted securities without registering them with the Securities and Exchange Commission (SEC). By adhering to the requirements of Rule 144, non-affiliate sellers can legally sell their securities while avoiding the lengthy and costly registration process. Key components of a Montana Rule 144 Sellers Representation Letter Non-Affiliate include: 1. Identification of the Securities: The letter specifies the type and quantity of restricted securities that the seller intends to sell. This could pertain to shares, bonds, or other investments subject to Rule 144. 2. Non-Affiliate Status: The seller declares that they are not an affiliate of the issuing company. An affiliate is typically an individual or entity with a close relationship to the company, such as an officer, director, or major shareholder. 3. Holding Period: The letter confirms that the seller has held the securities for the required holding period as specified by Rule 144. This holding period is typically six months or one year, depending on various factors such as the issuer's reporting status with the SEC. 4. Current Public Information: The seller affirms that the issuing company has complied with its ongoing reporting obligations, providing adequate current public information as stipulated in Rule 144. 5. No Manipulative Intent: The seller represents that they do not have any intent to engage in manipulative or deceptive practices related to the sale of the restricted securities. Different types of Montana Rule 144 Sellers Representation Letter for non-affiliate sellers may include variations in language or additional clauses based on specific circumstances. These variations could address factors like the nature of the securities being sold, the relationship between the seller and the issuing company, or any specific conditions mandated by the SEC or Montana state regulatory authorities. Note: It is crucial for sellers to consult with legal professionals to ensure compliance with Rule 144 and other relevant securities laws. The content provided here is for informational purposes only and should not be considered legal advice.

Montana Rule 144 Sellers Representation Letter Non-Affiliate is a legal document that outlines the representations and warranties made by a seller who is planning to sell restricted securities in compliance with Rule 144 under the Securities Act of 1933. This specific representation letter is designed for non-affiliate sellers in the state of Montana who want to sell their restricted securities without registering them with the Securities and Exchange Commission (SEC). By adhering to the requirements of Rule 144, non-affiliate sellers can legally sell their securities while avoiding the lengthy and costly registration process. Key components of a Montana Rule 144 Sellers Representation Letter Non-Affiliate include: 1. Identification of the Securities: The letter specifies the type and quantity of restricted securities that the seller intends to sell. This could pertain to shares, bonds, or other investments subject to Rule 144. 2. Non-Affiliate Status: The seller declares that they are not an affiliate of the issuing company. An affiliate is typically an individual or entity with a close relationship to the company, such as an officer, director, or major shareholder. 3. Holding Period: The letter confirms that the seller has held the securities for the required holding period as specified by Rule 144. This holding period is typically six months or one year, depending on various factors such as the issuer's reporting status with the SEC. 4. Current Public Information: The seller affirms that the issuing company has complied with its ongoing reporting obligations, providing adequate current public information as stipulated in Rule 144. 5. No Manipulative Intent: The seller represents that they do not have any intent to engage in manipulative or deceptive practices related to the sale of the restricted securities. Different types of Montana Rule 144 Sellers Representation Letter for non-affiliate sellers may include variations in language or additional clauses based on specific circumstances. These variations could address factors like the nature of the securities being sold, the relationship between the seller and the issuing company, or any specific conditions mandated by the SEC or Montana state regulatory authorities. Note: It is crucial for sellers to consult with legal professionals to ensure compliance with Rule 144 and other relevant securities laws. The content provided here is for informational purposes only and should not be considered legal advice.