Wyoming Statement or Legend on Stock Certificate - Notice of Restriction on Transfer - Stock not Registered - Intrastate Exemption

• Category: Corporations - Shareholders and Stock
• State: Multi-State
• Control #: US-1057BG
• Format: Word; Rich Text

Description

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). The most common exempt transaction that close corporations take advantage of is the intrastate offering. To qualify for this exemption, both the investors and the issuer must all be residents of the same state. The issuer must also meet the following requirements: • 80% of its assets must be located in the state; • 80% of its income must be earned from operations within the state; and • 80% of the proceeds from the sale must be used on operations within the state. Also, for nine months after the issuance, the stock can only be sold to state residents. In the state of Wyoming, stock certificates may contain a specific statement or legend known as the "Wyoming Statement or Legend on Stock Certificate — Notice of Restrictiotransfereefe— - Stock not Registered — Intrastate Exemption." This statement serves as a notice to shareholders and potential buyers about certain restrictions and exemptions associated with the stock. Here is a detailed description of this legend and its variations: 1. Wyoming Statement or Legend on Stock Certificate — Notice of Restriction on Transfer: This statement, commonly found on stock certificates in Wyoming, provides a notice to shareholders that the stock they possess has certain restrictions on its transfer. These restrictions may include limitations on selling or transferring shares to individuals outside the state of Wyoming. Shareholders need to understand that they cannot freely transfer the stock without complying with the associated regulations. 2. Wyoming Statement or Legend on Stock Certificate — Stock not Registered: This variation of the legend implies that the stock mentioned on the certificate has not been registered with the appropriate regulatory authorities. It serves as a warning to shareholders and potential buyers that the stock may not comply with the registration requirements and may have limitations on its transferability. 3. Wyoming Statement or Legend on Stock Certificate — Intrastate Exemption: This legend signifies that the stock covered by the certificate is exempt from certain federal securities regulations due to its intrastate nature. It indicates that the stock is intended to be traded and held within the state of Wyoming and may have restrictions on transferring shares outside the state's boundaries. The purpose of these legends is to ensure that shareholders and potential buyers are aware of the limitations and restrictions associated with the stock they own or plan to acquire. These legends help protect investors by promoting transparency and preventing the unlawful or unauthorized transfer of shares. It is essential for individuals dealing with stock certificates in Wyoming to carefully review and understand the specific legend mentioned on the certificate. Complying with the stated restrictions is crucial to avoid any legal issues and ensures the proper transfer of stock within the boundaries of applicable securities laws in Wyoming.

In the state of Wyoming, stock certificates may contain a specific statement or legend known as the "Wyoming Statement or Legend on Stock Certificate — Notice of Restrictiotransfereefe— - Stock not Registered — Intrastate Exemption." This statement serves as a notice to shareholders and potential buyers about certain restrictions and exemptions associated with the stock. Here is a detailed description of this legend and its variations: 1. Wyoming Statement or Legend on Stock Certificate — Notice of Restriction on Transfer: This statement, commonly found on stock certificates in Wyoming, provides a notice to shareholders that the stock they possess has certain restrictions on its transfer. These restrictions may include limitations on selling or transferring shares to individuals outside the state of Wyoming. Shareholders need to understand that they cannot freely transfer the stock without complying with the associated regulations. 2. Wyoming Statement or Legend on Stock Certificate — Stock not Registered: This variation of the legend implies that the stock mentioned on the certificate has not been registered with the appropriate regulatory authorities. It serves as a warning to shareholders and potential buyers that the stock may not comply with the registration requirements and may have limitations on its transferability. 3. Wyoming Statement or Legend on Stock Certificate — Intrastate Exemption: This legend signifies that the stock covered by the certificate is exempt from certain federal securities regulations due to its intrastate nature. It indicates that the stock is intended to be traded and held within the state of Wyoming and may have restrictions on transferring shares outside the state's boundaries. The purpose of these legends is to ensure that shareholders and potential buyers are aware of the limitations and restrictions associated with the stock they own or plan to acquire. These legends help protect investors by promoting transparency and preventing the unlawful or unauthorized transfer of shares. It is essential for individuals dealing with stock certificates in Wyoming to carefully review and understand the specific legend mentioned on the certificate. Complying with the stated restrictions is crucial to avoid any legal issues and ensures the proper transfer of stock within the boundaries of applicable securities laws in Wyoming.