What is a restricted security?

Restricted securities are securities acquired in an unregistered, private sale from the issuing company or from an affiliate of the issuer.Even if you've met all the conditions of Rule 144, you still cannot sell your restricted securities to the public until you've had the legend removed from the certificate.

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Legend on Stock Certificate with Reference to Separate Document...

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Name: Legend on Stock Certificate with Reference to Separate Document Restricting Transfer of Shares
Brand: US Legal Forms
Price: 59.00 USD
Rating: 4.75 (454 reviews)

Category:

Corporations - Shareholders and Stock

State:

Multi-State

Control #:

US-1058BG

Format:

Instant download

Description Document Transfer Shares

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). This Legend restricts the transfer of stock in accordance with the Articles of Incorporation or the Corporation's Bylaws or a Shareholder's Buy Sell Agreement.

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How to fill out Legend On Stock Certificate With Reference To Separate Document Restricting Transfer Of Shares?

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FAQ

A legend is a statement on a stock certificate noting restrictions on the transfer of the stock. A stock legend is typically put in place due to the requirements established by the Securities and Exchange Commission (SEC) for unregistered securities.

Rule 144 is a set of SEC guidelines outlining the sale of restricted or unregistered securities. In order to be freely transacted, Rule 144 mandates that 5 conditions must be satisfied, including a minimum holding period, quantity restrictions, and disclosure of the transaction.

Only a transfer agent can remove a restrictive legend. But the transfer agent won't remove the legend unless the issuer consentsusually in the form of an opinion letter from the issuer's counsel to the transfer agent.

Restrictive legends are stamped or printed on the certificate or instrument, face or reverse, of restricted securities and usually begin with These securities are not registered . . . . Restricted securities that are not represented by a certificate (generally referred to as book entry) will have a notation of

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.

In order to have the legend on a stock certificate removed, investors should contact the company's shareholder relations department to find out the details of the removal process. Following that, the company will send a confirmation authorizing its transfer agent to remove the legend.

Restricted securities are securities acquired in an unregistered, private sale from the issuing company or from an affiliate of the issuer.Even if you've met all the conditions of Rule 144, you still cannot sell your restricted securities to the public until you've had the legend removed from the certificate.

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FAQ

What is a legend on stock certificates?

What is Rule 144 restricted?

How can a restrictive legend be removed from restricted securities?

What does restrictive legend mean?

How do you sell restricted security?

How do I remove a legend from a stock certificate?

What is a restricted security?

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