Can Rule 144 Be Used By a Shell Company?

The SEC defines a Shell Company as an Issuer that has either:

  1. Nominal operations;
  2. Assets consisting solely of cash and cash equivalents; or
  3. Assets consisting of any amount of cash and cash equivalents and nominal other assets.

Issuer Must File Reports for 12 Months After Ceasing to Be a Shell

SEC Rule 144 may not be used to sell stock in a current Shell Company.  Rule 144 also cannot be relied upon by a Shareholder to sell stock in a former Shell Company, unless the Issuer has been reporting to the SEC for at least 12 months after it ceased to be a “shell” and is current in its reports.

Alternatives to Rule 144 for Shareholders Stuck With Stock in Former Shells

This requirement does not concern the Shareholder or the shares themselves, and applies even if the Shareholder’s holding period is greater than 12 months…and even if the Issuer was not a “shell” when the Shareholder acquired the stock.

Shareholders stuck with illiquid stock in a former Shell Company that is not current in its reporting to the SEC or to OTCMarkets.com can contact an experienced securities attorney to discuss alternatives to Rule 144 when clearing restricted stock.

Can RestrictedStockOpinion.net Accept My Broker’s Rule 144 Forms?

Securities Attorneys Research SEC.gov When Drafting 144 Opinions

We Accept All Brokers’ Rule 144 Documentation

Yes, absolutely.  We can accept your broker’s standard 144 forms including the legend removal request, and usual certifications of non affiliate and non shell status.  These forms can simply be emailed to us to start the process.   If your broker also provides a template 144 opinion letter known as a seller representation letter, we can also use this as part of the documentation our securities attorneys review when drafting a 144 opinion.  But we always draft our own Rule 144 opinion letters, which transfer agents expect.

These Rule 144 Forms Are Just The Beginning of a Thorough Research Process

No matter what documentation the shareholder is able to provide, our securities attorneys review the issuing company’s filings on SEC.gov or OTC Markets.  They also review the company’s history, and the transactions between affiliates and related parties leading up to the issuance of the restricted stock.

144 Opinion Letters Will Address All Relevant Provisions of SEC Rule 144

After that process is complete, a thorough 144 opinion letter is drafted within one day and addressed to the company’s transfer agent.  In all of the 144 opinion letters issued by the securities lawyers working with RestrictedStockOpinion.net, the requisite provisions of SEC Rule 144 are systematically addressed, so that the transfer agent is able to rely with confidence on the 144 opinions they receive from us.