Securities Legends

Securities Legends – What They Mean and Why They Matter

What is a Securities Legend?

A securities legend is a notation on a stock certificate or digital record indicating that the security is restricted or subject to certain resale limitations.

Common Types of Legends:

• Restricted Stock Legend (Rule 144)

• Regulation S Legend (Offshore offerings)

• Lock-up or Transfer Restrictions

• Investment Intent (Private Placements)

Why Legends Matter:

• Prevent unauthorized resale

• Indicate legal limitations

• Ensure SEC rule compliance

Can Legends Be Removed?

Yes—after holding periods or qualifying events, legends may be removed with proper documentation. Transfer agents, legal counsel, and issuing companies to process legend removals.