What are the conditions that must be met to comply with SEC Rule 144 when selling unregistered securities?
To comply with SEC Rule 144 when selling unregistered securities, the following conditions must be met: the shares must have been owned for at least one year, they must have been fully paid for at least one year prior to the sale, sales must occur through a broker or directly with a market maker, and the amount sold by an affiliate is limited to 1% of outstanding shares or the average weekly trading volume. Additionally, a Form 144 notice must be filed with the SEC at the time of sale.
SEC Rule 144 outlines specific conditions for the sale of unregistered securities. The shares must be held for a minimum of one year, except for control stock, which has no holding period. The shares must also have been fully paid for at least one year prior to the sale. Sales can only be executed through a broker or directly with a market maker, and affiliates are restricted in the amount they can sell within a three-month period. Furthermore, a notice of sale on Form 144 must be filed with the SEC when placing a sell order.
Key points
- Shares must be owned for at least one year (except control stock).
- Shares must be fully paid for at least one year before sale.
- Sales must occur through a broker or directly with a market maker.
- Affiliates can sell limited amounts: 1% of outstanding shares or average weekly volume.
- A Form 144 notice must be filed with the SEC at the time of sale.
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