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SHAREHOLDER REPRESENTATION LETTER
I, [NAME] in connection with my purchase of a/an [N] interest in [N] common shares of
the corporation named above, hereby make the following representations:
A. I am a suitable purchaser of these shares under the California limited
offering exemption because:
1. I am a director, officer or promoter of the corporation, or because I
occupy a position with the corporation with duties and authority
substantially similar to those of an executive officer of the corporation.
2. I have a pre-existing personal and/or business relationship with the
corporation, or one or more of its directors, officers or controlling persons,
consisting of personal or business contacts of a nature and duration which
enables me to be aware of the character, business acumen and general
business and financial circumstances of the person (including the
corporation) with whom such relationship exists.
3. I have the capacity to protect my own interests in connection with
my purchase of the above shares by reason of my own business and/or
4. I meet one of the investment, net worth or individual income
requirements provided for in Sections 260.102.13(e) and 260.102.13(g) of
Title 10 of the California Administrative Code and I meet one of the
additional requirements provided for in Sections 260.102.13(e)(1)-(3) of
5(a). I have the capacity to protect my own interests in connection with
my purchase of the above shares by reason of the business and/or financial
experience of [N] whom I have engaged and hereby designate as my
professional advisor in connection with my purchase of the above shares.
5(b). REPRESENTATION OF PROFESSIONAL ADVISOR
[N] hereby represents:
(1) I have been engaged as the professional advisor of [N] and
have provided him or her with investment advice in connection
with the purchase of [N] common shares in [N].
(2) As a regular part of my business as a/an [N], I am
customarily relied upon by others for investment recommendations
or decisions and I am customarily compensated for such services,
either specifically or by way of compensation for related
(3) I am unaffiliated with and am not compensated by the
corporation or any affiliate or selling agent of the corporation,
directly or indirectly. I do not have, nor will I have (a) a
relationship of employment with the corporation, either as an
employee, employer, independent contractor or principal; (b) the
beneficial ownership of securities of the corporation, its affiliates
or selling agents, in excess of 1% of the its securities; or (c) a
relationship with the corporation such that I control, am controlled
by, or am under common control with the corporation, and, more
specifically, a relationship by which I possess, directly or
indirectly, the power to direct, or cause the direction, of the
management, policies or actions of the corporation.
Dated: [DATE] ____________________________________
6. I am the spouse, relative, or relative of the spouse of another
purchaser of shares and I have the same principal residence as this
B. I represent that I am purchasing these shares for investment for my own
account and not with a view to, or for, sale in connection with any distribution of
the shares. I understand that these shares have not been qualified or registered
under any state or federal securities law and that they may not be transferred or
otherwise disposed of without such qualification or registration pursuant to such
laws or an opinion of legal counsel satisfactory to the corporation that such
qualification or registration is not required.
C. I have not received any advertisement or general solicitation with respect
to the sale of the shares of the above named corporation.
D. I represent that, before signing this document, I have been provided access
to, or been given, all material facts relevant to the purchase of my shares,
including all financial and written information about the corporation and the terms
and conditions of the stock offering and that I have been given the opportunity to
ask questions and receive answers concerning any additional terms and conditions
of the tock offering or other information which I, or my professional advisor if I
have designated one, felt necessary to protect my interests in connection with the
stock purchase transaction.