Hennepin Minnesota Rule 144 Seller's Representation Letter Non-Affiliate

• Category: Letters - Seller's Representation
• State: Multi-State
• County: Hennepin
• 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. Hennepin Minnesota Rule 144 Sellers Representation Letter Non-Affiliate is a legal document commonly used in securities transactions. This letter serves as a representation from a non-affiliate seller to the buyer, providing certain assurances and disclosures required by SEC Rule 144 under the Securities Act of 1933. In essence, Rule 144 allows non-affiliate shareholders to sell restricted securities in the public market after holding them for a specified period, subject to certain conditions. One of these conditions is the submission of a seller's representation letter, which provides important information to the buyer about the selling shareholder's relationship with and intentions concerning the company's securities. This document is designed to protect buyers by ensuring they are aware of any potential risks associated with purchasing securities from non-affiliate sellers. The Hennepin Minnesota Rule 144 Sellers Representation Letter Non-Affiliate typically includes the following key elements: 1. Identification: The letter contains detailed identification of the issuer and the securities being sold, such as the number of shares, class, and type. 2. Non-Affiliate Status: The seller represents that they are not an affiliate of the issuer and have no direct or indirect relationship that would categorize them as such. 3. Holding Period: It specifies the length of time the shares have been held by the seller, demonstrating compliance with Rule 144 requirements. 4. Restriction Removal: The letter confirms that the shares being sold are no longer subject to any resale restrictions, or if they are, outlines any relevant exemptions or conditions under Rule 144. 5. Intention of Sale: Sellers must disclose whether the sale is for investment or for other purposes, such as liquidity needs, with an emphasis on clarifying that they are not participating in any fraudulent or manipulative activities. 6. Knowledge of the Issuer: Sellers may be required to provide information about their knowledge of the issuer's business, financial condition, and prospects, ensuring the buyer is aware of any material inside information that may affect their investment decision. Different variations of the Hennepin Minnesota Rule 144 Sellers Representation Letter Non-Affiliate may exist depending on the specific requirements and variations imposed by state or local jurisdiction. It is essential to consult legal counsel familiar with Minnesota securities laws and regulations to ensure compliance with the specific requirements in Hennepin County.

Hennepin Minnesota Rule 144 Sellers Representation Letter Non-Affiliate is a legal document commonly used in securities transactions. This letter serves as a representation from a non-affiliate seller to the buyer, providing certain assurances and disclosures required by SEC Rule 144 under the Securities Act of 1933. In essence, Rule 144 allows non-affiliate shareholders to sell restricted securities in the public market after holding them for a specified period, subject to certain conditions. One of these conditions is the submission of a seller's representation letter, which provides important information to the buyer about the selling shareholder's relationship with and intentions concerning the company's securities. This document is designed to protect buyers by ensuring they are aware of any potential risks associated with purchasing securities from non-affiliate sellers. The Hennepin Minnesota Rule 144 Sellers Representation Letter Non-Affiliate typically includes the following key elements: 1. Identification: The letter contains detailed identification of the issuer and the securities being sold, such as the number of shares, class, and type. 2. Non-Affiliate Status: The seller represents that they are not an affiliate of the issuer and have no direct or indirect relationship that would categorize them as such. 3. Holding Period: It specifies the length of time the shares have been held by the seller, demonstrating compliance with Rule 144 requirements. 4. Restriction Removal: The letter confirms that the shares being sold are no longer subject to any resale restrictions, or if they are, outlines any relevant exemptions or conditions under Rule 144. 5. Intention of Sale: Sellers must disclose whether the sale is for investment or for other purposes, such as liquidity needs, with an emphasis on clarifying that they are not participating in any fraudulent or manipulative activities. 6. Knowledge of the Issuer: Sellers may be required to provide information about their knowledge of the issuer's business, financial condition, and prospects, ensuring the buyer is aware of any material inside information that may affect their investment decision. Different variations of the Hennepin Minnesota Rule 144 Sellers Representation Letter Non-Affiliate may exist depending on the specific requirements and variations imposed by state or local jurisdiction. It is essential to consult legal counsel familiar with Minnesota securities laws and regulations to ensure compliance with the specific requirements in Hennepin County.