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There are Essentially 3 Stages to the Regulation-S.com
Process
Within the First 12 Months
Regulation-S certificates that have been issued within the last 12 months
CAN be sold within the Regulation-S.com
system, provided that the purchaser is a non-US citizen and not an insider
(owning more than 10% of the Company).
Between 12 and 24 Months
These certificates can be converted into free-trading subject to Rule
144. The owner of the shares has 90 days from the date of legend removal
to sell the shares. Any shares not sold within that time revert back to
restricted.
After 2 Years
Certificates can be converted into free-trading more easily and affordably
and Regulation-S.com does not charge a fee for legend removal of certificates
this old.
Regulation-S Stages and Fees Chart
| RESTRICTION STAGE ONE |
Regulation-S securities are resalable subject
to Regulation-S.This means that the securities can be resold to any
non-US person during this time.
" Tacking On" is allowed. This means that, unlike 144 securities,
a certificate sold does not have the restriction date “restarted”
- so the original issue date stands and can be sold without affecting
the restriction period. |
Our clients list their certificates in the system
for resale. Once entered into the system, the client can post an offer
to sell. This offer may be accepted by other clients in the system.
Fees table below*.
When you sell your shares, you can; buy Regulation-S Securities
from other clients in the system, buy free trading shares from other
clients in the system, buy free trading shares on the US marketplace,
request your funds be wired to a bank account in your name. |
DURING FIRST 12 MONTHS |
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| RESTRICTION STAGE TWO |
Regulation-S securities are resalable subject
to rule 144 as follows:
Certificate must be accompanied by fees, costs and legal documentation
in order to receive free trading certificate;
Seller of the shares has a 90 day window in which to sell the non
restricted shares;
After 90 days, the unsold shares are again restricted and may be
immediately put through the documentation process again to keep
selling – with a sales interruption time during the sales
for new legal and documentation. |
Clients List their certificates the same procedures
as Restriction Stage One making
the certificate internally negotiable.
For additional fees equal to our costs, Regulation-S will
Remove the legend to make the shares saleable in the US marketplace
Client requests sales at their discretion or directs for liquidation
of all available shares within given price thresholds.
Any shares left over as a result of the 90 day restriction can either
be reprocessed for the cost of processing or placed for sale to
other clients in the system for no cost. |
AFTER 12 BUT BEFORE 24 MONTHS |
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| RESTRICTION STAGE THREE |
After a period of two years has elapsed from the
date of the certificate, the certificate holder may go through the
legal process to have a free trading certificate issued.
Certificate holder then opens a US brokerage account send the certificate
with further documentation for approval of the resale of the certificate. |
Clients List their certificates the same procedures
as Restriction Stage One making
the certificate internally negotiable.
Regulation-S.com will go through the process of getting the
legend removed for the client . |
AFTER 24 MONTHS |
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| Stage One Restriction |
FEES: Just $175
USD per certificate!, and only $100 USD per additional certificate of the same company.
Timeline: Certificates are negotiable
in 2 to 6 weeks from receipt. |
| Stage Two restriction |
Once certificate is brought into
system under same costs as Stage One Restriction, any additional
fees in order to remove legend from certificate is calculated against
Regulation-S.com back office costs. |
| Stage Three Restriction |
ZERO FEES!
- There are no additional fees required for Regulation-S.com to remove
the legend from certificates greater than 24 months. All certificates
in system must have been brought in under Stage One Restriction procedure
and fees. |
| Brokerage, banking, commissions,
etc. |
Brokerage and banking fees are within
international standards for services. Brokerage fees are typically
no more than 3%, international bank wires range from $70 - $85 USD
per wire, etc. |
Disclaimer: Unless otherwise stated in writing, no
authorization is implicit for provision of any securities or financial
planning or tax advice under any circumstances regardless of one’s
relationship to Regulation-s.com or its affiliates, providers, associates
or partners. No statement by Regulation-S.com or any of its representatives
should be construed as such advice. Resolution of any potential legal
or tax issues involving stock loan financing should be carried out by
the licensed attorneys, accountants or other professional advisors of
each individual client. For useful information on US tax law, please visit
the Internal Revenue Service Website at www.irs.gov. Regulation-S.com
is not responsible for statements or representations of products or services
by third parties specifically and formally authorized by Regulation-S.com
in writing.
All and any facilities provided by Regulation-S.com
or its affiliates, partners, or providers are specifically provided to
clients on a best efforts basis and Regulation-S.com specifically disclaims
any promise of performance, success, or recommendation of the suitability
of any investment or finance vehicle to any parties. |
