Category Archives: Rule 144

Shareholders in Current or Former Shell Companies

Rule 144 Opinion Letters Cannot Be Drafted for a Current Shell Few things are more frustrating than “shell status” to OTC shareholders with restricted stock in microcap companies.   Why?   Because Rule 144 cannot be used to clear restricted … Continue reading

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What is the Rule 144 Holding Period for SEC Filers Shown as Pink Sheets on OTCMarkets.com?

New Requirements for OTC Markets OTCQB Market Tier In 2014, OTCMarkets.com tightened the requirements for Issuers seeking to become quoted on its OTCQB marketplace.  This has resulted in many fully reporting SEC filers appearing as Pink Sheets on OTCMarkets until … Continue reading

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When are Rule 144 Opinions Not Issued?

We do not issue Rule 144 legal opinion letters for every Shareholder who contacts us.  Why?   Sometimes this is due to the Issuer’s current shell status, or the fact that the Shares are simply not old enough.  These are easily … Continue reading

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What is the Holding Period for Stock Acquired Under a Subscription Agreement?

Shareholders who own restricted stock in OTC Markets or OTC Bulletin Board Issuers know that compliance with Rule 144 is a fact of life, and that virtually no broker will accept OTC stock for deposit without a Rule 144 legal … Continue reading

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Current Public Information Requirement Under Rule 144 for Multiple Sales

Sometimes Shareholders, such as Affiliates, will sell stock over time and the question arises whether or not one Rule 144 legal opinion will suffice.   This depends upon how long ago the 144 opinion letter was drafted.  The reason updated legal … Continue reading

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How To Document the Rule 144 Holding Period in a Private Placement

One of the most common ways a Shareholder acquires restricted stock of an OTC Bulletin Board or OTC Markets Pink Sheet Issuer is through a private placement.  A Private Placement usually includes several items that can help a securities lawyer … Continue reading

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Is a Pink Current Issuer “Fully Reporting” Under Rule 144?

Current Public Information Under SEC Rule 144 Yes, even though Pink Sheets are not “SEC reporting” a Pink Current Issuer on OTCMarkets.com can be considered “fully reporting” under Rule 144. One of the important elements of SEC Rule 144 is … Continue reading

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Affiliates Can Sell Stock After 90 Days under Rule 144

When Can Affiliates Sell 144 Stock Without Volume Restrictions? Under SEC Rule 144, a former officer, director, or control person of an OTC public company can sell his or her shares without the trading volume restriction if greater than 90 … Continue reading

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Beneficial Ownership for Affiliates Under SEC Rule 144

Beneficial Ownership Under Rule 144 Depends on Control Affiliates in OTC Bulletin Board and OTC Markets public companies are generally the officers, directors, and owners of greater than 10% of an Issuer’s outstanding stock in a given class.   The question … Continue reading

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When Can I Have the Restricted Legend Removed From My Stock Certificates?

Is the Shareholder an Affiliate of the Issuer? If you are now, or have been within the previous 90 days, an Affiliate of the Issuer, you cannot have them removed (yet).   All Affiliate stock is subject to volume limitations and … Continue reading

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