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 shares 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.com Fees Chart:
| RESTRICTION STAGE ONE |
Regulation S securities are resalable subject to SEC Regulation S rules. 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 DCP. |
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.
Online, 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 but can be immediately put through the documentation process again to continue selling while the new legal paperwork is being prepared. |
Clients list their certificates using the same procedures as Restriction Stage One, making the certificate internally negotiable.
For additional fees equal to our costs, Regulation-S.com 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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| RESTRICTIONS 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 and sends the certificate with further documentation for approval of the resale of the certificate. |
Clients list their certificates using 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 AT NO ADDITIONAL COST. |
AFTER 24 MONTHS |
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| Stage One Restriction |
FEES: $175 USD Per cert. $100 USD per additional cert of same company. Timeline: 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 are 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…..
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Disclaimer: Unless otherwise stated in writing, no authorisation 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 authorised 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. |
