The purpose of this memorandum is to review certain reporting and disclosure requirements, and certain restrictions that may limit the disposition of securities of the company held by its officers, directors and principal shareholders, which are imposed by the Securities Act of 1933, the Securities and Exchange Act of 1934, and the rules of the Securities and Exchange Commission thereunder. This memorandum is prepared for the management of the company and should be treated as a confidential communication between the company and its counsel.
North Carolina Limitation on Disposition of Securities Memorandum
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The Securities Act serves the dual purpose of ensuring that issuers selling securities to the public disclose material information, and that any securities transactions are not based on fraudulent information or practices.
The Uniform Securities Act (USA) provides basic investor protection from securities fraud, complementing the federal Securities and Exchange Act. The act only applies to securities not regulated by the Securities and Exchange Commission.
Most states have different limits for different kinds of crimes, but North Carolina is unique in this regard. North Carolina's criminal statute of limitations is two years for most misdemeanors, and there is no statute of limitations for felonies or crimes classified as "malicious" misdemeanors.
(5) ?Broker-dealer? means any person engaged in the business of effecting transactions in securities for the account of others or for such person's own account.
Under North Carolina law judgment liens expire ten years from entry of the judgement. The bankruptcy, however, can extend the statute of limitations in favor of the pre-petition lien holder in certain circumstances.
State Law contract actions in North Carolina are subject to a three-year statute of limitations. However, the statute of limitations is four years if the action involves a contract for the sale of goods. The statute of limitations can be extended for as long as ten years if the contract is signed under seal.
The Act provides for the registration of securities offered or sold in the state, and of dealers and salesmen who sell securities in the state, prohibits fraud in the offer or sale of securities in North Carolina, and provides for administrative, civil, and criminal sanctions for violations of its provisions.
North General Statute § 78A-24 Makes It Unlawful to Offer or Sell A Security in North Carolina Unless It Is Registered or Exempt. Individuals who advise others to buy or sell securities must be licensed. They are self- regulated by the Financial Industry Regulatory Authority (FINRA).