Tag Archives: 144 letters

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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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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144 Stock in Exchange for Consulting Services

When Does My Holding Period Start if I Receive 144 Stock for Consulting? If you provide consulting services for the issuing company, under SEC Rule 144, your holding period begins only after you have actually and completely performed the services.  … Continue reading

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Must I Intend to Actually Sell My Restricted Stock Under Rule 144 to Get An Opinion Letter?

Only Affiliates of the Issuer Must Intend to Actually Sell Their 144 stock This is another area within SEC Rule 144 where Affiliates and Non-Affiliates of an Issuing Company are treated differently.  While a Non-Affiliate is not required to have … Continue reading

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How To Tell If You’re Buying Restricted Stock From An Affiliate

How Can I Tell If the Seller in a Private Sale is an Affiliate Under Rule 144? Since an “Affiliate” is defined as a “control person” of the Issuer, ask what role the Seller may have played in the founding … Continue reading

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Since Rule 144 Doesn’t Apply to Private Sales Why Do I Need a 144 Opinion Letter?

Even if your restricted 144 stock was acquired by gift or from a private sale transaction, the issuer’s  Transfer Agent (and the issuing company itself) will nevertheless still require a 144 opinion letter because the letter is not designed to … Continue reading

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How Long Will My Form 144 Last?

How long is my Form 144 valid after I submit to the SEC? If you’re an Affiliate of the issuing company, your Form 144 is valid for three (3) months from the date you filed it with the SEC. What Happens … Continue reading

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