Tag Archives: sec rule 144

When Does SEC Rule 144 Apply?

When does Rule 144 apply? Rule 144 applies under two circumstances: When anyone wants to sell restricted stock into the public securities markets using a brokerage firm; and When an Affiliate, or control person of an issuing company wants to … Continue reading

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What is a Rule 144 Opinion Letter?

144 Letters Follow Careful Investigation By Securities Attorneys A Rule 144 Opinion Letter is written by a qualified securities attorney after careful investigation of a company’s history, prior SEC filings, and other supporting documents signed by the Shareholder and company … Continue reading

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Transfer Agents Require 144 Opinion Letters from Qualified Securities Attorneys

Why You Need An Experienced Securities Lawyer to Draft Your 144 Opinion Remember that the purpose of a 144 letter is to provide the Transfer Agent for the company’s stock with a comfort level that the legal opinion is coming … Continue reading

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How Can A Former Shell Company Sell Stock Under Rule 144?

Blank Check or Shell Companies under Rule 144 Under the new SEC Rules, since February 15, 2008, Rule 144 has not been available for the resale of securities initially issued by either a reporting or a non-reporting shell company or … Continue reading

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Are There Volume Limitations on Sales of 144 Stock?

Rule 144 Volume Limitations on the Sale of Restricted Stock Under Rule 144, the amount of securities that may be sold by Affiliates in any three (3) month period is the greater of: 1% of the class of securities outstanding; … Continue reading

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Does Rule 144 Require Me to Sell My Stock to Remove the Restrictive Legend?

Yes, Rule 144 requires you to sell your stock to remove the restrictive legend.  Rule 144 cannot be used to remove the restriction on securities you do not intend to sell.  (The one exception to this is that securities that … Continue reading

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What is a “Control Person” or “Affiliate” Under Rule 144?

Definition of a Control Person or Affiliate under SEC Rule 144 A control person is someone who directly or indirectly controls the management and affairs of an issuing company.  Control Persons are most often referred to as Affiliates. An Affiliate … Continue reading

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What is “restricted stock”?

What is “restricted stock”? “Restricted stock” can be classified in two different ways: It is stock that a Shareholder or a prior owner purchased directly from the issuing company without registration under the Securities Act of 1933; or Stock that … Continue reading

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Why do I need a legal opinion to comply with Rule 144?

Why do I need a legal opinion to comply with Rule 144? The Securities and Exchange Commission (SEC) does not actually require the legal opinion under Rule 144.  However, Transfer Agents usually require 144 attorney opinion letters in order to … Continue reading

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Rule 144(k)

Rule 144(k) Under Rule 144(k) shareholders who are non-affiliates can resell restricted securities without restriction. Even better, you can remove a restriction under Rule 144(k) without having to sell. In order to qualify for Rule 144(k): You must have held … Continue reading

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