Tag Archives: affiliate 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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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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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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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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Do I Need a Broker To Obtain A Rule 144 Opinion to Sell Restricted Stock?

Under Rule 144 Only Affiliates of the Issuer Need a Broker to Sell Only an Affiliate of the Issuer must engage a Broker in order to sell stock of the issuing company (both restricted and unrestricted stock) into the public … 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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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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Are You An Affiliate Under Rule 144?

Affiliates Exhibit Access and Control Over Issuing Companies If you are or were an executive, officer, insider of the company, trustee, close advisor or a spouse or family member of one of those people, chances are good you might be … Continue reading

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