Voluntary Filers and the Rule 144 Current Public Information Requirement

The “current public information” requirement under Rule 144(c)(1) is what allows Shareholders of mandatory SEC filers to use the shorter Six (6) Month holding period in order to clear restricted stock.  Only current mandatory SEC filers, which are subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”) are eligible for this Six (6) Month holding period under Rule 144.

Does the 6 Month Rule 144 Holding Period Apply to Voluntary Filers?

No. A “voluntary filer” is an SEC filer which continues to file SEC forms 10-K, 10-Q and 8-K after its S-1 Registration Statement is declared Effective by the SEC Staff, but which is not required to do so.  Voluntary Filers are not technically “subject to” the Exchange Act reporting requirements because an S-1 Registration Statement is filed under the Securities Act of 1933.

How Can a Voluntary SEC Filer Become a Mandatory Filer?

In order to become “subject to” the Exchange Act reporting requirements (and qualify for the Six (6) Month Rule 144 Holding Period), a voluntary filer must post an 8A-12G, 8A-12B or a Form 10.

What is the Rule 144 Holding Period for a Voluntary Filer?

Until doing so, the current public information requirement in Rule 144(c)(2) is applicable to voluntary filers, and along with it comes the One (1) Year Holding Period before restricted stock can be cleared for sale.

Rule 144 Lawyer for Legal Opinions to Clear Restricted Stock

OTC Bulletin Board and OTC Markets securities lawyer Matt Stout drafts Rule 144 legal opinion letters and Section 4(a)(1) opinions, and reviews documents at no cost.  Contact an experienced Rule 144 attorney at (410) 429-7076 or mstout@otclawyers.com