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.
Washington Rule 144 Sellers Representation Letter Non-Affiliate is a legal document that plays a crucial role in securities transactions. This letter is utilized by non-affiliate sellers seeking to sell restricted securities under Rule 144 of the Securities Act of 1933 in Washington state. It serves as a representation of compliance with various regulatory requirements to ensure a smooth and lawful transaction. Keywords: Washington Rule 144, Seller's Representation Letter, Non-Affiliate, securities transactions, restricted securities, Securities Act of 1933, compliance, regulatory requirements, lawful transaction. Different types of Washington Rule 144 Sellers Representation Letters for non-affiliate sellers may include: 1. Washington Rule 144 Sellers Representation Letter Non-Affiliate — Individual: This type of letter is used when an individual non-affiliate seller wishes to sell restricted securities in compliance with Rule 144. It includes specific representations and disclosures required by Washington state laws for individual sellers. 2. Washington Rule 144 Sellers Representation Letter Non-Affiliate — Corporation: This variant is utilized when a corporation, as a non-affiliate seller, intends to sell restricted securities under Rule 144. It contains provisions tailored to meet the regulatory requirements applicable to corporations engaging in securities transactions. 3. Washington Rule 144 Sellers Representation Letter Non-Affiliate — Limited Liability Company (LLC): This letter is designed for non-affiliate sellers who are LCS seeking to sell restricted securities in accordance with Rule 144. It incorporates clauses and representations relevant to LLC structures, ensuring compliance with Washington state regulations. 4. Washington Rule 144 Sellers Representation Letter Non-Affiliate — Partnership: This type of representation letter caters to non-affiliate sellers who are partnerships intending to sell restricted securities under Rule 144. It addresses partnership-specific requirements and obligations for a smooth and lawful securities' transaction. In all these variations, the Washington Rule 144 Sellers Representation Letter Non-Affiliate serves as a vital document representing the seller's compliance, providing assurances to potential buyers and regulatory authorities that the sale of restricted securities is conducted in accordance with applicable laws and regulations. Keywords: Washington Rule 144, Seller's Representation Letter, Non-Affiliate, securities transactions, restricted securities, compliance, Individual, Corporation, Limited Liability Company (LLC), Partnership.
Washington Rule 144 Sellers Representation Letter Non-Affiliate is a legal document that plays a crucial role in securities transactions. This letter is utilized by non-affiliate sellers seeking to sell restricted securities under Rule 144 of the Securities Act of 1933 in Washington state. It serves as a representation of compliance with various regulatory requirements to ensure a smooth and lawful transaction. Keywords: Washington Rule 144, Seller's Representation Letter, Non-Affiliate, securities transactions, restricted securities, Securities Act of 1933, compliance, regulatory requirements, lawful transaction. Different types of Washington Rule 144 Sellers Representation Letters for non-affiliate sellers may include: 1. Washington Rule 144 Sellers Representation Letter Non-Affiliate — Individual: This type of letter is used when an individual non-affiliate seller wishes to sell restricted securities in compliance with Rule 144. It includes specific representations and disclosures required by Washington state laws for individual sellers. 2. Washington Rule 144 Sellers Representation Letter Non-Affiliate — Corporation: This variant is utilized when a corporation, as a non-affiliate seller, intends to sell restricted securities under Rule 144. It contains provisions tailored to meet the regulatory requirements applicable to corporations engaging in securities transactions. 3. Washington Rule 144 Sellers Representation Letter Non-Affiliate — Limited Liability Company (LLC): This letter is designed for non-affiliate sellers who are LCS seeking to sell restricted securities in accordance with Rule 144. It incorporates clauses and representations relevant to LLC structures, ensuring compliance with Washington state regulations. 4. Washington Rule 144 Sellers Representation Letter Non-Affiliate — Partnership: This type of representation letter caters to non-affiliate sellers who are partnerships intending to sell restricted securities under Rule 144. It addresses partnership-specific requirements and obligations for a smooth and lawful securities' transaction. In all these variations, the Washington Rule 144 Sellers Representation Letter Non-Affiliate serves as a vital document representing the seller's compliance, providing assurances to potential buyers and regulatory authorities that the sale of restricted securities is conducted in accordance with applicable laws and regulations. Keywords: Washington Rule 144, Seller's Representation Letter, Non-Affiliate, securities transactions, restricted securities, compliance, Individual, Corporation, Limited Liability Company (LLC), Partnership.