Restricted stock certificates customarily bear a legend identifying them as restricted. The main purpose of a restrictive legend is to prevent shareholders from transferring ownership in violation of securities laws or contractual agreements. Certificates bearing a restrictive legend normally will not transfer until the securities represented by your certificates have either: been sold in accordance with the applicable regulatory or contractual restrictions, or are no longer subject to regulatory or contractual restrictions. The absence of a legend does not mean that your shares are unrestricted.
Rule 144 Restrictions
Rule 144 was modified by the Securities and Exchange Commission on December 17, 2007. The new rules eliminated the 144(k) exemptions and reduced the holding periods for fully reporting issuers of non-shell companies. Click on the following link to download a PDF of the final rule: Final Rule 33-8869fr.
6-12 Months Holding Period
If you own stock in a fully reporting non-shell company, you may be eligible to sell your stock if you have beneficially owned it for more than 6 months and less than one year. In order to do this, you will need to contact your broker/dealer and they will assist you in removing the restriction.
12+ Months Holding Period
If you are a non-affiliate and have owned stock in a fully reporting non-shell company for more than 12 months, you can remove the restricted legend on your certificate directly through Colonial Stock Transfer. For non-reporting company restriction removals, you may be required to obtain a legal opinion, assuming there is an exemption available under Rule 144.
To remove a 144 restriction on stock that has been held over 12 months, please send the following:
- 1. Submit the original certificate with the Restriction Removal Instructions. If you wish to transfer shares to another party, please visit our Stock Transfer Guide for further instructions regarding ownership changes.
- 2. Submit a 144 Sellers Rep Letter.
- 3. Submit a legal opinion, if required.
- 4. Submit return shipment information, including applicable fees as specified in instructions in Step 1.
Public companies can file registration statements with the SEC that allow shareholders to remove restricted legends and sell existing shares of restricted stock. These registration statements are referred to as selling registration statements, provided that any unsold shares be issued back into the shareholders name with a restriction.
If a registration statement has been filed with the SEC for your shares and is still "effective", then please send the following in order to free up the shares once the shares have been sold:
- 1. Submit the certificate with the Transfer Instruction Letter and an acceptable Medallion Signature Guarantee.
- 2. Submit a confirmation of sale letter signed by the shareholder or brokerage firm, attesting that the shares have been sold pursuant to the prospectus delivery requirements.
- 3. Attach a copy of the registration statement that list your shares.
- 4. Submit return shipment information, including applicable fees as specified in the transfer instruction letter.