Restricted Securities

For Issuers

Restricted Securities

Our expert team can assist with Rule 144 and releasing restrictions from your securities.

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Reducing the administrative cost burden.

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Navigating The Latest Guidelines 

Based on the 2008 approved changes to Rule 144 of the Securities Act of 1933, the holding period was reduced to six months for restricted securities on Exchange Act reporting companies, and to one year on non-reporting companies.  

In accordance with the Securities Transfer Association (STA) Guidelines regarding Rule 144 and guidance from our legal team, we’ve laid out our procedures below for restricted shares held more than 12 months by non-affiliates to reduce administration cost and burden for our clients. 

Sale Of Restricted Securities 

We will continue to require legal opinions on the following: 

  • The sale of restricted securities submitted by non-affiliates who have held securities for more than six months and less than twelve months for reporting companies. 
  • The sale of restricted securities by shareholders deemed to be affiliates of the issuer.  
  • All instances for any issuer who was a “former shell company” as that term is defined in Rule 12b-2 of the Securities Exchange Act and Rule 405 of the Securities Act. 

Legend Removal Requests

We will no longer require opinions with regard to legend removal requests by non-affiliates who have held securities for more than 12 months for reporting or non-reporting issuers who have never been a shell company. Because the Release indicates that the removal of legends is solely at the discretion of the issuer, we will accept, in lieu of a legal opinion, direction from the issuer to be executed by an authorized officer. The Issuer Direction Form must be submitted by presenting shareholders and/or brokers with their shares in proper transfer order. Issuers are encouraged to request a formal Shareholder Rule 144 representation letter from the non-affiliate shareholder prior to executing the Issuer Direction Form. Accordingly, you can expect that brokers and shareholders will come directly to you for execution of this Issuer Direction Form rather than following their previous practice of contacting your counsel for an opinion. 

Helpful Resources

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Issuer Direction Form

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Shareholder Rule 144 Representation Letter 

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