Rule 144 Solution
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Introduction

The page takes you through the process of how to select, pay for, complete and submit to us the applicable stockholder’s representation letter form and supporting documentation Rule144Solution.com requires to render the type of Rule 144 opinion you need for removal of a restrictive legend or for acceptance of a stock deposit by your broker.  This page explains how Rule144Solution.com delivers its opinions and your responsibility to deliver the original stock certificate to the issuing company’s transfer agent.

Questions You Need To Answer To Select The Appropriate Opinion

You will need to answer the following questions to select the proper form set.

1.  Are you an affiliate of the issuing company whose stock you want to sell?

2.  Is the issuing company required to file reports with the Securities and Exchange Commission and are the reports current?

3.  If the issuing company is not required to file reports with the SEC, does it voluntarily file those reports {link to Voluntary Reports} or does it publish current information at OTCMarkets.com?

4.  What is your holding period and what is the required minimum holding period?

If you are unable to answer these questions are uncertain how to answer them after reviewing the links, do not hesitate to email or call us to help you with the answer.

Rule144Solution.com will determine in its review of your submission whether or not you have selected the appropriate form set, and send you the correct one, if necessary.

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How You Will Pay For Your Opinion

We require payment for your opinion before we issue it.  We prefer you pay online by credit card – American Express, Discover, MasterCard or Visa. We recommend you print a copy of the payment screen when your payment is completed.  You will also receive a payment confirmation by email.

Rule144Solution.com receives your payment confirmation by email from its credit card processor.  It is not necessary for you to either forward your email payment confirmation or send a copy of your payment confirmation to us.  However, if the credit card holder is not the stockholder, we recommend that you advise us as to the name of the person who has paid for your opinion.

Some users of Internet Explorer have encountered difficulty in making payment online due to an incompatibility in their browser settings.  This is easily corrected while on our site in the Tools drop down menu, > Compatibility View Settings, > Make compatible.  In the alternative, we have a credit card authorization form available on request by telephone (813-874-8854) or email (questions@rule144solution.com).  We also accept payment by check, but this will delay your opinion.

After you have paid for your opinion, you will be prompted to download and save for completion a form set specific to the type of opinion you have selected.

A Word About Completing Your Stockholder Representation Letter – Your Signature Is Required

The form set is an interactive .pdf file containing a Stockholder Representation Letter.  The form set may download into a separate .pdf reader window or may open in your browser.  In either case, we recommend that you save the form set to your computer desk top and reopen the form set  in Acrobat Reader® while you gather the information you need to complete the form set. Unfortunately, Acrobat Reader® will not permit you to save  the information you put into your form set for later completion and printing. Acrobat Professional does allow partial completion and saving. You can print a blank or partially completed form set at any time and add the missing data later by hand, if you discover after starting completion that all of the required information is not immediately available.

We also accept your brokerage firm’s forms in place of our own, in which case you will use this site only to pay for your opinion.

If we determine you have selected the wrong form set, we will send the correct replacement to you.

You must have Acrobat Reader® to access the appropriate form set. If you do not have Acrobat Reader®, you can download it for free to your computer.

Whether you complete all of the form fields in the representation letter on your computer before printing or print and complete by hand, you must print the the entire Representation Letter and sign the letter where indicated by “Stockholder’s Signature” before returning it to Rule144Solution.com .

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Supporting Documentation You May Need

For a basic Rule 144 opinion, almost all of the information you will need is probably in your stock certificate.  If you have the documentation related to your purchase or the purchase by your predecessor owner, we encourage you to submit that documentation also.  It is probable that your broker will require it.  If the date on your stock certificate is less than the one year minimum holding period or the six months minimum holding period that applies to your issuing company, you will need to provide the additional documentation to support an earlier date of your investment (or the date of investment by your predecessor holder) more than the applicable minimum one year or six months prior to the date of your request for an opinion. The types of additional documentation acceptable for this purpose will depend on the history of your shares and are described in the instructions to the form set you select based on the your answers to the four questions above.  Types of documentation include a subscription agreement, consulting agreement, purchase agreement with predecessor holder, an earlier stock certificate for the shares, promissory note converted into the shares, and proof of payment or other.  If we need additional documentation, we will advise.

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How You Deliver Your Documents

You may deliver your completed and signed representation letter with the face of your stock certificate(s) and other supporting documentation to RULE144Solution.com by facsimile or scan and email, as provided in the Fax/E-mail Transmittal Sheet included in each form set. A broker’s representation letter and Form 144 are required only if you are an affiliate of the issuing company.  If the shares are not owned by you as an individual (including joint tenants – JTWROS, both stockholders must sign), please write your title or capacity in which you are signing after your signature.

If you are an affiliate of the issuing company, you and your brokerage firm are responsible for submitting your completed Form 144 to the SEC and, if an exchange traded stock, to the exchange – but, your broker will advise you about this.  We will also require a copy of your Form 144, even if it has not been filed with the SEC.  Rule144Solution.com accepts requests for opinions for affiliates of reporting issuers only when a broker is representing the stockholder.

You and your brokerage firm are responsible for delivering your original stock certificate to the transfer agent, if your certificate has a restrictive legend. If you are doing this yourself, RULE144Solution.com recommends you telephone or email the transfer agent to confirm where and how to send your certificate and the amount of the transfer agent’s charge for reissuing a certificate without a restrictive legend. You may find it is less expensive and more efficient for your brokerage firm to deal directly with the transfer agent.  We also recommend that you include a copy of RULE144Solution.com’s opinion with your original certificate as a reminder to the transfer agent that it has received the opinion.

Rule144Solution.com will cover more than one stock certificate in a single opinion, if owned by the same person (or by a husband and a wife, individually) and all have satisfied the minimum applicable holding period requirement.

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How We Deliver Your Opinion

Once RULE144Solution.com is satisfied with your representation letter and supporting documentation, RULE144Solution.com will prepare its opinion addressed to the issuing company’s transfer agent, if legend removal is required.  Rule144Solution.com will email the opinion letter to the transfer agent, with a copy of you.  We will include the name of your securities brokerage firm in the opinion and copy the brokerage firm on the email (if the firm name, your broker’s name and email address is provided). If you certificate does not have a restrictive legend, the opinion will be addressed to your brokerage firm and emailed to it, with a copy to you.

 

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Useful Links

The following links are provided for your convenience:

• Acrobat Reader® Download for free and use to access form sets.
• SEC EDGAR Company Search Use to determine if an issuing company is a mandatory reporting company or voluntary reporting company and the status of its filings.
• OTCMarkets.com Use to determine status of publicly available 15c2-11 information for non-reporting companies.
• Rule 144  The complete text, includes definitions of “Affiliate”, “Holding Period”, “Payment” and other terms and requirements of the Rule.
• OTCMarkets.com Use to obtain information about non-reporting companies traded in the over-the-counter market.
• NASDAQ Use to obtain information about reporting companies traded on NASDAQ.

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