Shares issued by either public or private companies may only be sold in the public markets or in a private transaction if (1) the shares are registered for resale in a current, effective registration statement or (2) there is an exemption from the requirement that the shares must be registered for resale under a current, effective registration statement available to the seller under under the applicable securities laws

Please provide us with the following information and documents to allow us to evaluate if there is an available exemption for you to sell your unregistered restricted shares in the public markets.  Your securities broker and Logan Law Firm PLC are available to assist you with each of the following requests for information and documents.  We appreciate your help with this process.

                                                              Resales of Restricted Shares in the Public Markets

  • You or your securities broker must fill out the applicable worksheet. If you have any questions about which worksheet should be completed, please contact us.
    • There is a link at the bottom of the Home Page to allow the Rule 144 opinion worksheet to be downloaded or printed.
    • If you have been informed that the Rule 144 safe harbor is not available to you and you paid for the shares in full at least two years ago, we will send you or your broker a Section 4(a)(1) worksheet to complete.
    • With the help of your broker and our firm, please complete, sign, date and send the applicable worksheet to us by email, fax or United States mail.  Our contact information appears on this website and each worksheet.
  • Both your broker and our firm will need the following documents and information to allow us to determine your eligibility to clear the Rule 144 restrictions on sale from your shares so that you may sell them in the public markets:
    • Documents showing how and when payment in full was made for the shares, for example:
      • A wire transfer confirmation or cancelled check if you paid for the shares with good funds,
      • If you received the shares as compensation, a written agreement regarding seller’s services to the issuing company and written proof that the services were in fact provided;
      • If a debt was converted to restricted common stock, documents showing the existence of a debt and the conversion of that debt to restricted stock;
      • If another class of securities (such as a promissory note, preferred stock or a debenture) was converted to restricted common stock,provide a copy of the original security, a copy of the notice of conversion and other documents showing the conversion.
    • The Board of Directors’ Resolution or the Consent of the Directors authorizing the issuance of the shares (We can obtain this from the issuer if you do not have a copy);
    • The front and back of the stock certificate(s) representing the shares or a copy of the stock transfer agent’s record of book entry shares held by the seller.
    • If some of the shares originally issued to the seller have been sold in prior private or public sales resulting in the issuance of one or more balance certificates or adjusted balances in the book entry, please provide copies of each certificate in the history of the shares and other documents that describe the prior history (typically, the stock transfer agent has these records if you do not have them in your files);
    • The (a) signed subscription agreement(s), (b) stock purchase agreement(s), (c) agreement(s) between the issuer and the seller for stock to be paid as compensation for services and (d) if another class of securities was converted to your restricted common stock, please send copies of any notice(s) of conversion of a promissory note or preferred shares to the restricted common shares (and a copy of the original security).
    • If you do not have some of these documents, please inform us and we will make requests to the issuer and stock transfer agent for assistance.  Workarounds are possible in almost every situation.
  • If you are an affiliate of the company that issued your shares, Form 144 is often required to be filed with the Securities and Exchange Commission.  The broker will complete Form 144 for your signature, will provide us with a copy and will file it with the SEC.

We will review the information and documents that you and your broker submit to us and decide whether the conditions for sale under Rule 144 have been met. If the information and documents establish that there is an available exemption and that the Rule 144 safe harbor can be used, we will prepare, sign and issue a Rule 144 opinion letter.

If Rule 144 is not available but payment in full was made for the shares at least two years ago, we will discuss whether the exemption under Section 4(a)(1) of the Securities Act of 1933 can be used for a sale in the public markets.

                                                           Sales of Stock in Private Secondary Market Transactions.

If you seek to sell your shares in a private secondary market transaction instead of making a sale in the public markets, we will send you a worksheet to complete. Section 4(a)(7) of the Securities Act of 1933 and the court-made Section 4(a)(1 and 1/2) exemption are the typical exemptions relied upon for private sales of stock.

It is essential for the shareholder to provide us with the same documents and information that would be required if the shareholder planned to sell the shares in the public markets, because the purchaser of the shares will need the information and documents when he or she eventually seeks to sell the shares in the public markets. Failure of the seller to provide the purchaser with the necessary information and documents to establishing how and when the seller purchased the shares from the issuer and the corporate actions confirming the validity of the issuance of the shares could result in the seller having substantial future legal problems associated with the private sale.

Please send us all documents and/or information needed to establish how and when payment for the shares in full was made, including:

• Documents showing how and when payment in full was made for the shares, for example, (a) A wire transfer confirmation or cancelled check if you paid for the shares with good funds, (b) If you received the shares as compensation, a written agreement regarding seller’s services to the issuing company and written proof that the services were in fact provided; (c) If a debt was converted to restricted common stock, documents showing the existence of a debt and the conversion of that debt to restricted stock; (d) If another class of securities (such as a promissory note, preferred stock or a debenture)was converted to restricted common stock, provide a copy of the original security, a copy of the notice of conversion and other documents showing the conversion.

• The Board of Directors’ Resolution or Consent authorizing the issuance of the shares;

• Copies of any signed subscription agreement(s), stock purchase agreement(s), agreement(s) between the issuer and the seller for stock to be paid as compensation for services or other documents reflecting the nature of the acquisition transaction, any notice(s) of conversion of a a debt or another class of securities for restricted common stock (and a copy of the original security), etc.;

• If some of the shares originally issued to the seller have been sold in prior private or public sales resulting in the issuance of one or more balance certificates or adjusted balances in the book entry, please provide copies of each certificate in the history of the shares and other documents that describe the prior history (typically, the stock transfer agent has these records if you do not have them in your files);

• Copies of (a) signed subscription agreement(s), (b) stock purchase agreement(s), (c) agreement(s) between the issuer and the seller for stock to be paid as compensation for services and (d) if another class of securities was converted to your restricted common stock, please send copies of any notice(s) of conversion of a promissory note or preferred shares to the restricted common shares (and a copy of the original security).

If you do not have some of these documents, please inform us and we will make requests to the issuer and stock transfer agent for assistance.  Workarounds are possible in almost every situation.

In addition to providing either a Section 4(a)(7) legal opinion or a Section 4(a)(1 and 1/2) opinion regarding a private sale of shares for those who meet the legal requirements, we can also provide these related services:

• Preparing agreements for the purchase and sale of the shares;

• Arranging for a licensed escrow company to accept and distribute the share certificate(s) and the purchase price pursuant to the terms of the stock purchase agreement and escrow instructions signed by the buyer, the seller and the escrow company;

• Preparing escrow instructions;

• Coordinating the purchase and sale transaction; and

• Drafting stock powers, letters of instruction to the stock transfer agent and other documents related to the private stock purchase.

Important Notice:

Any shareholder who submits information to us and requests a restricted securities legal opinion regarding a resale of restricted stock thereby authorizes us to (1) to provide necessary information to the issuer of the securities, the issuer’s stock transfer agent and the broker-dealer or bank where the shareholder will deposit the shares, (2) to provide copies of the opinion letter to the broker-dealer or bank, the issuer and the issuer’s stock transfer agent, and (3) communicate with the broker-dealer, the issuer, the issuer’s stock transfer agent, and the shareholder’s broker-dealer (or its clearing firm) or bank to facilitate a proposed sale or a prior sale of the restricted stock.  In the case of a private sale of the shares, the shareholder consents to communications with and the sharing of information with the purchaser of the shares and the purchaser’s agents.

Any broker-dealer or bank submitting information on behalf of a shareholder confirms by doing so that shareholder has authorized it to (1) request a legal opinion from Logan Law Firm PLC, (2) request that the original and copies of the opinion letter be sent by Logan Law Firm PLC, to any persons designated by broker-dealer, and (3) communicate with the broker-dealer, the issuer and the issuer’s stock transfer agent to facilitate a proposed or prior sale of the restricted stock.

Logan Law Firm PLC will rely on all representations made by or on behalf of the shareholder and may not, if reasonable, independently verify the accuracy of the information or representations contained therein. The shareholder’s broker-dealer or bank shall have no liability for any legal fees or costs that will be incurred by the shareholder. The shareholder is solely liable for such fees and costs.

All legal services to a client by Logan Law Firm PLC will be provided in Phoenix, Arizona.

If services outside of the scope of this web site are needed by shareholder, the fees for such opinion letters will be quoted on a case-by-case basis.

Copyright 2002-2018