Recently, the Securities Division of Washington’s Department of Financial Institutions adopted amendments to WAC 460-44A-502 to provide stock legend guidance for restricted securities.
The adopted amendments remove a reference to an outdated North American Securities Administrators Association (“NASAA”) guideline and instead provide the suggested language for the legends in the text itself. A “legend” on a stock certificate is a statement noting restrictions on the transfer of the stock, often due to SEC and state requirements for unregistered securities.
The new suggested legend language in Washington state is as follows:
(d) A written disclosure or legend will be deemed to comply with the provisions of WAC 460-44A-502 (4)(b) or (c) if it states:
“(i) These securities have not been registered under the Securities Act of...