Document type: Toolkit Practice area: Corporate — Securities Regulation Jurisdiction: United States Last reviewed: 5 September 2026

Tool 1 — Rule 144 analysis worksheet

Complete one per block. The worksheet exists to force every fact into the open before an opinion is drafted.

RULE 144 ANALYSIS — [Holder] — [Issuer] — Block [__]

A. The securities

Item Answer Supporting document
Number of shares / class
Date acquired
Acquired from Issuer / affiliate / non-affiliate
Consideration and date paid in full
If a note: full recourse? adequately secured? secured by these securities?
Exemption relied on at issuance
Legend text

B. Tacking chain (one row per link, earliest first)

Link From To Date Basis for tacking Prior holder an affiliate?

Effective holding period start date: ______

C. Issuer status

  • Reporting company? Since when?
  • Subject to reporting for at least 90 days?
  • Current in all required reports (other than Form 8-K) for the preceding 12 months? Confirmed as of: ______
  • Ever a shell company? If yes: ceased when? Reporting since? All reports filed for 12 months? Form 10 information filed when? One year elapsed?

D. Holder status

  • Officer or director, currently or within 12 months?
  • Percentage held: ____%
  • Board designation, consent, or veto rights?
  • Affiliate conclusion: ______ (see Tool 2)

E. Applicable conditions

Condition Applies? Satisfied?
Holding period (6 mo / 1 yr)
Current public information
Volume limitation
Manner of sale
Form 144

F. Conclusion: [Eligible without conditions / Eligible subject to affiliate conditions / Not eligible — reason]

Prepared by ______ Reviewed by ______

Annotation. Row B's final column — whether each prior holder was an affiliate — is the field most often left blank and the one most often decisive. A tacking conclusion that assumes a prior holder was a non-affiliate, without evidence, is the weakest point in most opinions.

Tool 2 — Affiliate determination memorandum

MEMORANDUM — Privileged and Confidential Re: Affiliate status of [Holder] with respect to [Issuer], as of [date]

1. Standard. An affiliate is a person that directly or indirectly controls, is controlled by, or is under common control with the issuer. Control means the power to direct or cause the direction of management and policies, whether through ownership of voting securities, by contract, or otherwise.

2. Facts considered.

  • Percentage of outstanding voting securities held: ____%
  • Officer or director positions held, and dates: ______
  • Positions held within the preceding twelve months: ______
  • Board designation rights: ______
  • Consent, veto, or approval rights under any agreement: ______
  • Relationship to each current director: ______
  • History of influencing corporate decisions: ______
  • Issuer's own characterization in its filings: ______
  • Whether the holder is party to any voting agreement or acts in concert with any other holder: ______

3. Analysis. [Apply the standard to the facts. Address the contested indicia specifically.]

4. Conclusion. [Holder] [is / is not] an affiliate of [Issuer] as of the date hereof.

5. Former affiliate note. [Holder] ceased to serve as [position] on [date]. Consistent with customary practice, [Holder] has been treated as an affiliate through [date, approximately three months after].

Annotations.

  • Do not accept a representation in place of this memorandum. Counsel giving a legend removal opinion for a non-affiliate is relying on this conclusion.
  • The contested indicia — a 10–20% stake with a board seat, a fund whose partner sits on the board, contractual control rights with a modest stake — deserve express treatment rather than a conclusion.
  • When it is genuinely close, conclude affiliate. The conditions are manageable; an unexempt sale is not.

Tool 3 — Volume computation worksheet (affiliates)

VOLUME LIMITATION — [Affiliate] — three-month period ending ______

A. The 1% test Shares outstanding of the class: ______ (source: ______, dated ______) 1% = ______ shares

B. The average weekly volume test

Week ending Reported volume
Average = ______ shares

C. Applicable limit: greater of A and B = ______ shares

D. Aggregation group

Person / entity Relationship Basis for aggregation
Spouse Shares household
Family member Shares household
[Entity] Controlled by holder

E. Sales in the trailing three months by all aggregated persons

Date Seller Shares Form 144 filed?
Total sold: ______

F. Remaining capacity: C minus E = ______ shares

Annotations.

  • Section A's source must be current. Using a share count from a stale filing understates or overstates the limit.
  • Section D is where errors live. A spouse's independent brokerage account, and an entity the holder controls, are aggregated, and the holder frequently does not think of them.
  • Recompute every three months, and before every order.

Tool 4 — Seller's representation letter

[Date]

[Issuer], Attention: General Counsel [Transfer Agent]

Re: Request for removal of restrictive legend — [__] shares of [Issuer] common stock

The undersigned represents and warrants as follows:

1. Ownership. The undersigned is the beneficial and record owner of [] shares represented by certificate no. [] / held in book entry (the "Shares").

2. Acquisition. The Shares were acquired on [date] from [issuer / named person] pursuant to [document, attached as Exhibit A], and the full purchase price was paid on [date] [evidence attached as Exhibit B]. [If applicable: no portion of the purchase price was paid by a promissory note.]

3. Tacking. [Describe each link, e.g.: "The Shares were acquired by gift on [date] from [donor], who acquired them on [date] pursuant to [document]. [Donor] was not an affiliate of the Issuer at the time of the gift. The undersigned accordingly tacks [donor]'s holding period, which commenced [date]."]

4. Affiliate status. The undersigned is not, and has not been within the past three months, an affiliate of the Issuer. The undersigned: holds [__]% of the outstanding common stock; is not an officer or director and has not been since [date or "ever"]; has no right to designate any director; and has no consent, veto, or approval rights under any agreement with the Issuer.

5. No arrangement. The undersigned has no agreement, arrangement, or understanding with any person regarding the distribution of the Shares, and is not acting in concert with any other holder.

6. Manner of sale. The undersigned intends to sell the Shares [in ordinary brokerage transactions / no present intention to sell].

7. Information. The undersigned is not in possession of material non-public information concerning the Issuer.

8. Prior sales. The undersigned and all persons whose sales would be aggregated have sold [__] shares in the preceding three months.

9. Reliance. The undersigned understands that the Issuer, its counsel, and the transfer agent will rely on these representations, and agrees to notify them promptly if any becomes inaccurate.

Annotations.

  • Attach the exhibits. A letter asserting acquisition and payment without the documents is not a basis for an opinion.
  • Paragraph 3 must trace every link, and must address each prior transferor's affiliate status.
  • Paragraph 4 should state the underlying facts, not just the conclusion, so counsel can perform the analysis rather than adopt it.

Tool 5 — Broker's representation letter

[Date]

[Issuer]; [Transfer Agent]

Re: [Holder] — [__] shares of [Issuer] common stock

[Broker] represents that, in connection with the proposed sale of the above Shares:

  1. The sale will be effected as a brokers' transaction within the meaning of Rule 144(g), or directly with a market maker, or in a riskless principal transaction;
  2. [Broker] will do no more than execute the order and will not solicit or arrange for the solicitation of customers' orders to buy;
  3. [Broker] will receive no more than the usual and customary broker's commission;
  4. [Broker] has made reasonable inquiry and is not aware of circumstances indicating that the seller is engaged in a distribution or is an underwriter with respect to the Shares; and
  5. [Broker] will file the Form 144 concurrently with placing the order, if required. [Affiliate sales only.]

Tool 6 — Legend removal request and opinion request

[Date] — [Holder's counsel] to [Issuer]

Re: Legend removal — [__] shares

Enclosed on behalf of our client: (1) the seller's representation letter with exhibits; (2) the broker's representation letter; (3) a Rule 144 analysis worksheet; and (4) the affiliate determination memorandum.

On the basis of those materials, our client is eligible to sell the Shares without registration in reliance on Rule 144, and the restrictive legend may be removed. Specifically: the Shares were acquired on [date] and fully paid for on [date]; our client tacks [prior holder]'s holding period on the basis set out in paragraph 3 of the representation letter, giving an effective holding period commencing [date]; our client is not an affiliate; and the Issuer has been a reporting company since [date] and is current in its reports.

We request that the Issuer instruct the transfer agent to remove the legend, or advise us within five business days of any additional information required.

[Where a covenant exists:] We note that Section [__] of the [Registration Rights Agreement] requires the Issuer to cause the legend to be removed promptly upon delivery of customary documentation.

Annotation. The final paragraph converts a request into an obligation. Where a legend removal covenant exists, cite it; where none exists, the request depends on the issuer's cooperation and should be made early.

Tool 7 — Counsel opinion form

[Date]

[Transfer Agent]; [Issuer]

Re: [__] shares of common stock of [Issuer] held by [Holder]

We have acted as [counsel to the Issuer / counsel to the Holder] in connection with the proposed removal of the restrictive legend from the Shares.

Documents reviewed. [List: the acquisition agreement; evidence of payment; the certificate; the transfer documents; the seller's and broker's representation letters; the Issuer's filings as described below.]

Assumptions. We have assumed the genuineness of signatures, the authenticity of documents submitted as originals, and the accuracy of the factual representations in the seller's representation letter, except as to matters we have independently verified as described below.

Matters independently verified. We have reviewed the Issuer's filings and confirm that the Issuer has been subject to the reporting requirements of Section 13 or 15(d) for at least ninety days and has filed all reports required during the preceding twelve months (other than reports on Form 8-K). We have further reviewed the Issuer's filing history and confirm that the Issuer is not, and has not at any time been, a shell company as defined in Rule 405. We have independently analyzed the Holder's status and concur that the Holder is not an affiliate of the Issuer.

Opinion. Based on the foregoing, the Shares may be sold by the Holder without registration under the Securities Act in reliance on Rule 144, and the restrictive legend may be removed.

This opinion is limited to the federal securities laws of the United States and is given as of the date hereof.

Annotations.

  • The "matters independently verified" paragraph is what distinguishes a real opinion from a recitation of representations. Reporting currency, shell history, and affiliate status should be verified, not assumed.
  • Confirm reporting currency as of the anticipated sale date where it differs from the opinion date, and say which date the opinion speaks to.
  • Decline the opinion where the chain of title is incomplete. An opinion given on facts that do not exist in documents is the document an enforcement action examines.

Tool 8 — Transfer agent instruction

[Date] — [Issuer] to [Transfer Agent]

Re: Instruction to remove restrictive legend

You are hereby instructed to remove the restrictive legend from, and to reissue without legend, [] shares of common stock of [Issuer] registered in the name of [Holder], represented by certificate no. [] / held in book-entry position [__].

Enclosed: (1) opinion of [firm] dated [__]; (2) the holder's representation letter; (3) the broker's representation letter.

[Where applicable:] Please deliver the unlegended shares by [DWAC to account [] at [broker], DTC participant no. []] / [certificate to the address below].

This instruction is authorized by [officer], and you may rely on it without further inquiry.

Tool 9 — Private resale representations (Section 4(a)(1½))

For inclusion in a purchase agreement where Rule 144 is unavailable.

Purchaser represents and warrants:

  1. It is an institutional accredited investor [and a qualified institutional buyer], and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment;
  2. It is acquiring the Shares for its own account, for investment, and not with a view to, or for sale in connection with, any distribution;
  3. It has had the opportunity to ask questions of and receive answers from the Issuer, and has received all information it deems necessary;
  4. It understands the Shares are "restricted securities", have not been registered, and may not be resold absent registration or an exemption;
  5. It was not solicited by any general solicitation or general advertising;
  6. It understands the certificate will bear a restrictive legend; and
  7. It understands that its holding period for Rule 144 purposes [does / does not] tack to Seller's, and it has made its own determination in that regard.

Seller represents and warrants:

  1. It has good title to the Shares, free of liens, and full authority to sell;
  2. It has not engaged in any general solicitation or general advertising in connection with the sale, and has not offered the Shares to more than [__] persons;
  3. It has not entered into any arrangement contemplating a distribution of the Shares;
  4. [It is / it is not] an affiliate of the Issuer, and has [not] been within the preceding three months; and
  5. It has made no representation regarding the Issuer other than as set forth herein.

Annotation. Purchaser representation 7 and seller representation 4 are the same fact viewed from both sides, and they set the price. Get the affiliate determination right before negotiating the discount.

Tool 10 — Issuance ledger

Maintain this from the company's first issuance. It prevents the entire category of problem described in this toolkit.

Date Holder Securities Consideration Paid in full on Exemption relied on Board approval Legend applied Transfer history

Retain permanently, per issuance: the subscription or purchase agreement; evidence of payment with its date; the authorizing resolution; the certificate or book-entry record; any transfer restriction agreement; and, for plan issuances, the registration statement covering the plan if any.

Reconcile annually against the capitalization table and the transfer agent's records.

Annotation. Ten years from now, a holder will want to sell, and counsel will need five facts: when the shares were acquired, that they were paid for, whether tacking is available, whether any prior holder was an affiliate, and what exemption was used. Every one of those is answered by a document that exists today. This ledger, and the file behind it, is the cheapest and most valuable practice in this area.

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