King Washington Rule 144 Seller's Representation Letter Non-Affiliate

• Category: Letters - Seller's Representation
• State: Multi-State
• County: King
• 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. King Washington Rule 144 Sellers Representation Letter Non-Affiliate is a legal document that is utilized in the context of selling securities in compliance with Rule 144 of the Securities Act of 1933. This inclusion in the Rule 144 ensures that sellers who are not affiliated with the issuing company adhere to specific regulations for the sale of restricted or control securities. This letter serves as a written confirmation provided by the non-affiliated seller to the buyer, verifying that they meet the requirements outlined in Rule 144. The purpose is to ensure transparency and avoid any potential violations of securities laws and regulations. The letter includes various relevant details and representations pertaining to the nature of the transaction, seller's ownership, and compliance with the necessary regulations. The King Washington Rule 144 Sellers Representation Letter Non-Affiliate letter typically includes the following essential components: 1. Identification of Parties: The letter identifies the buyer and seller, outlining their respective roles and responsibilities in the transaction. 2. Securities Information: It includes detailed information about the securities being sold, such as the type, class, quantity, and any relevant trading symbols. 3. Ownership Confirmation: The seller provides representations confirming their ownership of the securities being sold and asserts that they have sole legal and beneficial ownership rights. 4. Compliance with Rule 144: The letter verifies that the seller has complied with the conditions set forth in Rule 144, such as holding the securities for a specific period, obtaining proper public information about the issuing company, and completing any necessary Form 144 filings with the Securities and Exchange Commission (SEC). 5. Non-Affiliate Status Declaration: The seller affirms that they are not affiliated with the issuing company, its subsidiaries, or affiliates, ensuring that the sale of the securities falls within the scope of Rule 144 for non-affiliated individuals. 6. No Violations: The letter includes representations from the seller confirming that the transaction will not violate any federal, state, or local securities laws or regulations. Different types of King Washington Rule 144 Sellers Representation Letter Non-Affiliate may vary based on the specific circumstances of the sale and the requirements set by the parties involved. However, the fundamental purpose remains the same — to provide assurance and legal compliance for the sale of restricted or control securities by non-affiliated individuals in accordance with Rule 144.

King Washington Rule 144 Sellers Representation Letter Non-Affiliate is a legal document that is utilized in the context of selling securities in compliance with Rule 144 of the Securities Act of 1933. This inclusion in the Rule 144 ensures that sellers who are not affiliated with the issuing company adhere to specific regulations for the sale of restricted or control securities. This letter serves as a written confirmation provided by the non-affiliated seller to the buyer, verifying that they meet the requirements outlined in Rule 144. The purpose is to ensure transparency and avoid any potential violations of securities laws and regulations. The letter includes various relevant details and representations pertaining to the nature of the transaction, seller's ownership, and compliance with the necessary regulations. The King Washington Rule 144 Sellers Representation Letter Non-Affiliate letter typically includes the following essential components: 1. Identification of Parties: The letter identifies the buyer and seller, outlining their respective roles and responsibilities in the transaction. 2. Securities Information: It includes detailed information about the securities being sold, such as the type, class, quantity, and any relevant trading symbols. 3. Ownership Confirmation: The seller provides representations confirming their ownership of the securities being sold and asserts that they have sole legal and beneficial ownership rights. 4. Compliance with Rule 144: The letter verifies that the seller has complied with the conditions set forth in Rule 144, such as holding the securities for a specific period, obtaining proper public information about the issuing company, and completing any necessary Form 144 filings with the Securities and Exchange Commission (SEC). 5. Non-Affiliate Status Declaration: The seller affirms that they are not affiliated with the issuing company, its subsidiaries, or affiliates, ensuring that the sale of the securities falls within the scope of Rule 144 for non-affiliated individuals. 6. No Violations: The letter includes representations from the seller confirming that the transaction will not violate any federal, state, or local securities laws or regulations. Different types of King Washington Rule 144 Sellers Representation Letter Non-Affiliate may vary based on the specific circumstances of the sale and the requirements set by the parties involved. However, the fundamental purpose remains the same — to provide assurance and legal compliance for the sale of restricted or control securities by non-affiliated individuals in accordance with Rule 144.