Tag Archives: sell restricted stock

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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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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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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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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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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