; Sample Legends for Stock Certificates
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Sample Legends for Stock Certificates

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These are sample legends that may be appropriate to place on stock certificates of a privately held company.

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									Explanation and Guide
Form: Purpose: Sample Legends for Stock Certificates (Form 5.15) There are sample legends that may be appropriate to place on stock certificates of a privately held company

Form 5.15 Copyright © LegalDocs Online, Inc. All Rights Reserved. Use of this form is subject to a Terms of Use Agreement.

Sample Legends for Stock Certificates
1. Securities Act Legend In typical start-up companies where the shares are issued under the private placement exemption from the registration requirements of the Securities Act of 1933, the following legend (or a variation thereof) should be placed on the front of the stock certificate or on the back with a notice on the front referring to the legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENT, IF ANY, COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. 2. Intrastate Offering Legend If the securities have been issued in a transaction exempted from the federal registration requirements pursuant to the intrastate offering exemptions from the Securities Act of 1933, then the following legend should be placed on the stock certificate: FOR A PERIOD OF NINE MONTHS FROM THE DATE OF THE LAST SALE OF SECURITIES BY THE ISSUER IN CONNECTION WITH THE OFFERING WHREBY THESE SHARES WERE PUCHASED, ALL RESALES OF THESE SECURITIES, BY ANY PERSON, SHALL BE MADE ONLY TO BONA FIDE PERMANENT RESIDENTS OF THE STATE OF [ ] 3. California Securities Legend State securities laws may require the imposition of additional legends. for example, in California, if securities are qualified with the Department of Corporations, the following legend is sometimes required by the Department of Corporations on the certificate: IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THE SECURITIES, OR ANY INTEREST THEREIN OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMI
								
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