Investment Representation Letter

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This Investment Representation Letter is for use by a company when selling securities and relies on specific exceptions to registration with the Securities & Exchange Commission.

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This Investment Representation Letter is used when a company is selling securities and is relying on specific exceptions to having register the securities with the SEC. With the letter, the prospective shareholder (investor) furnishes confidential and personal information to a company in order to invest. This letter, which precedes the investment, is for use by an individual or entity.

The information provided in this letter includes the investor's name, occupation and net worth. It also includes a provision that states that the investment is for shareholder's use only, or as fiduciary on behalf of another. Language to be printed as a legend on the share certificate is supplied within in this letter.

This Investment Representation Letter includes:
  • Parties: Sets forth the name of the company and shareholder who will purchase stock f the company;
  • Institutional/Individual Shareholders: Requests specific information from shareholders who are individuals or institutions including name, address, social security number and net worth;
  • Non-accredited Investors: Requests specific information from this type of investor including credentials and net worth information;
  • Signatures: An officer of the company must sign this letter.

Protect yourself and your rights by using our attorney-prepared forms.

This attorney-prepared packet contains:
  1. General Information
  2. Instructions and Checklist
  3. Investment Representation Letter
State Law Compliance: This form complies with the laws of all states
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Investment Representation Letter

 

 

 
[Company name]
[Address of company]
 
Dear [party]:
 
The holder of shares of [company] (“Info”) named above (the “Shareholder”) furnishes [company] (the “Company”) the information, and makes the representations and warranties, set forth here to indicate whether the Shareholder is a suitable purchaser of the Company ________Preferred Shares (the “Convertible Preferred Shares”). As a condition precedent to investing in the Company, the Shareholder represents, warrants, covenants and agrees as follows:
 
The Shareholder understands that the Convertible Preferred Shares are being offered and sold without registration under the Securities Act of 1933, as amended (the “Act”), or any state securities laws, in reliance upon the private offering exemption contained in Section 4(2) of the Act and Regulation D under it and certain exemptions under state securities laws, and that such reliance is based in part on the representations made and information supplied here. For the foregoing reasons, the Shareholder represents and warrants that the statements checked below and the information stated here are true, accurate and complete to the best of the Shareholders knowledge and belief, and the Shareholder agrees to notify the Company and supply corrective information promptly if, prior to the consummation of its purchase of convertible Preferred Shares, any of such information becomes inaccurate or incomplete.
 
1. INSTITUTIONAL SHAREHOLDERS ONLY. The Shareholder represents, warrants, and certifies that it falls within the categories of Accredited Investor indicated by the check marks in the appropriate spaces below:
 
(a)
 
[] a bank, as defined in Section 3(a)(2) of the Act, or a savings and loan association or other institution defined in Section 3(a)(5)(A) of the Act which is acting:
 
[] in its own capacity; or
 
[] as a fiduciary on behalf of an investor;
 
(b) [] a trust, with total assets in excess of $[amount of sum], not formed for the specific purpose of acquiring Convertible Preferred Shares, whose purchase is directed by a sophisticated person who has such knowledge and experience in financial, business and real-estate matters that he or she is capable of evaluating the merits and risks of an investment in the Convertible Preferred Shares;
 
(c) [] an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, or a corporation, Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring Convertible Preferred Shares, which has total assets in excess of $[amount of sum]; or
 
(d)
 
[] an entity in which all of the equity owners:
 
[] qualify as Accredited Investors under [category] above; or
 
[] qualify as individual Accredited Investors under the tests set forth in paragraph (h), (i) or (j) of question 3 below.
 
AN INSTITUTIONAL SHAREHOLDER THAT DOES NOT FALL WITHIN ONE OF THE FOREGOING CATEGORIES IS NOT AN “ACCREDITED INVESTOR” AND THE INDIVIDUAL WHO IS DIRECTING THE PURCHASE OF CONVERTIBLE PREFERRED SHARES FOR ANY SUCH INSTITUTIONAL SHAREHOLDER SHOULD ANSWER QUESTION 4 BELOW.
 
2. INSTITUTIONAL SHAREHOLDERS ONLY. The Shareholder represents and warrants that the Shareholder is considered a United States resident for federal income-tax purposes and that the following information is true, accurate and complete to the best of the Shareholders knowledge:
 
(a)  shareholder
 
(b) Address of principal office
 
(c) Telephone Number of shareholder
 
(d) Federal Taxpayer I.D. Number of shareholder
 
(e) Type of organization (check one):
 
[] Corporation
 
[] Limited Partnership
 
[] General Partnership
 
[] Trust
 
[] Other (specify):
 
(f) Nature of business
 
(g) Date of organization
 
(h) Jurisdiction of incorporation or organization
 
(i) Number of equity owners
 
(j) Current net worth of shareholder
 
(k) The following information must be furnished with respect to the individual completing this Letter on behalf of the Institutional Shareholder:
 
(i)  individual
 
(ii) Description of position with Shareholder
 
(iii) Address of individual
 
(iv) Telephone number of individual
 
3. INDIVIDUAL SHAREHOLDERS ONLY. The Shareholder represents, warrants and certifies that the following information relative to the Shareholder and the Shareholders suitability as an investor in the Company is true, correct and complete.
 
(a)  shareholder
 
(b) Address of shareholder
 
(c) Phone number of shareholder
 
(d) Number of years
 
(e) Specification of occupation
 
(f)  employer, period of employment
 
(g) Social Security number of shareholder
 
(h) Does your net worth (1) exceed $[amount of sum]? Yes [] No []
 
(i) Was your individual income (2) (not joint with spouse) in each of the two most recent years in excess of $[amount of sum] and do you reasonably expect that in the current year it will be in excess of $[amount of sum]? Yes [] No []
 
(j) Was your and your spouses joint income in each of the two most recent years in excess of $[amount of sum] and do you reasonably expect that in the current year such joint income will be in excess of $[amount of sum]? Yes [] No []
 
IF YOU DID NOT ANSWER YES TO AT LEAST ONE OF (h), (i) OR (j) ABOVE YOU ARE NOT AN ACCREDITED INVESTOR AND YOU SHOULD ANSWER QUESTION 4 BELOW.
 
4. NONACCREDITED INVESTORS ONLY. The Shareholder, in the case of an Individual Shareholder, or, in the case of an Institutional Shareholder, the individual who is directing the purchase of convertible Preferred Shares for such Institutional Shareholder, represents, warrants and certifies the following information is true, correct and complete:
 
(a) Have you ever been subject to bankruptcy, reorganization or debt restructuring? Yes [] No []
If Yes, please provide details: [Description of details].
 
(1) For purposes of this question, net worth means total assets less total liabilities. You may include your spouses net worth and may include the value of your home, furnishings and automobiles.
 
(2) Income may be calculated by starting with Adjusted Gross Income and adding the deductions taken for partnership losses allocated to you and IRA and/or Keogh plan contributions.
 
(b) Are there suits pending or judgments outstanding against you which would adversely affect your financial condition?
Yes [] No []
If Yes, please provide details: [Description of details].
 
(c) Specification of credentials
 School
Specification of Field of Study
 Degree
Identification of Year
[Name 1]
[specification 1]
[name 1]
[year 1]
[Name 2]
[specification 2]
[name 2]
[year 2]
[Name 3]
[specification 3]
[name 3]
[year 3]
 
(d) Please describe briefly the principal positions (and nature of duties) you have held during the last three years or, if graduated less than three years, since graduation from college. Specific employers need not be identified. Also, list any professional licenses or registrations, including bar admissions, accounting certificates, real-estate brokerage and SEC or broker/dealer registrations held by you. What is sought is a sufficient description to enable the Company to determine the extent of your vocationally related experience in financial and business matters.
 
(e)
 
(i) Please indicate the frequency of your investment in securities which are not readily marketable:
 
[] Often
 
[] Occasionally
 
[] Seldom
 
[] Never
 
(ii) Please check those of the following types of investments in which you have participated:
 
[] Tax shelters
 
[] Private placements of securities
 
[] Real estate
 
[] Oil and gas investments
 
[] Equipment leasing shelters
Were you required to use a purchaser representative for such private placements?
Yes [] No []
 
(f) Please indicate in the space provided below any additional information which you think may be helpful in enabling the Company to determine that your knowledge and experience in financial and business matters is sufficient to enable you to evaluate the merits and risks of this investment:
 
(g) Unless you have invested in similar types of private offerings and/or have knowledge and experience in financial and business matters such that you alone are capable of evaluating the merits and risks of an investment in the Company, you will not be entitled to invest in the Company. Please indicate whether you believe you are so qualified by answering the question below.
I have such knowledge and experience in financial and business matters that I am capable of evaluating the merits and risks of an investment in the Company.
Yes [] No []
 
5. The Shareholder represents and warrants that any Convertible Preferred Shares being acquired are being acquired by the Shareholder solely for the Shareholders own account (or as fiduciary on behalf of another investor in the event so indicated in Paragraph 1 above), for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; the Shareholder has no agreement or other arrangement, formal or informal, with any person to sell, transfer, pledge, or subject to any lien any part of any Convertible Preferred Shares being acquired or which would guarantee the Shareholder any profit or protect the Shareholder against any loss with respect to such Convertible Preferred Shares; the Shareholder has no plans to enter into any such agreement or arrangement. The Shareholder understands that the Shareholder must bear the economic risk of the investment for an indefinite period of time because the Convertible Preferred Shares have not been registered under the Act or any applicable state securities laws and, therefore, cannot be resold or otherwise transferred unless subsequently registered under the Act and any applicable state securities laws (which the Company is not obligated to do), or an exemption from such registration is available. The Shareholder further understands that the exemption under Rule 144 under the Act may be unavailable because of the conditions and limitations of such rule. The Shareholder further understands that a legend in substantially the following form will be placed on each certificate representing the Convertible Preferred Shares:
 
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO: (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH STATE SECURITIES LAWS; (II) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR SIMILAR RULE UNDER SUCH ACT TO THE DISPOSITION OF SECURITIES), OR (III) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE COMPANY, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH STATE SECURITIES LAWS IS AVAILABLE.
 
6. The Shareholder is aware that the Company has been and is relying upon the representations and warranties set forth in this Letter, in part, in determining whether the offering of convertible Preferred Shares will qualify for an exemption from the registration provisions of the Act and applicable state securities laws. All of the information which the Shareholder has furnished the Company here or previously with respect to the Shareholders financial position and business experience is correct and complete as of the date of this Letter, and, if there should be any material change in such information, the Shareholder will immediately furnish such revised or corrected information to the Company. The Shareholder agrees to indemnify and hold harmless the Company and its affiliates and each officer, director, stockholder, and/or employee thereof and their successors and assigns, from and against any and all losses, damages, liabilities, or expenses, including costs and attorneys fees, incurred by reason of any misrepresentation by the Shareholder in this Letter or any breach of the Shareholders warranties or the Shareholders failure to fulfill the Shareholders covenants in this Letter. The Shareholder agrees that the representations, warranties and covenants here shall survive the Shareholders acquisition of convertible Preferred Shares.
 
___________________
 
___________________
[Names of officers]
[Titles of officers]
 
 
CERTIFICATE OF AUTHORIZED SIGNATORY
(INSTITUTIONAL SHAREHOLDERS ONLY)
 
I hereby certify that I am an authorized representative of shareholder and that I am authorized to execute and submit this on behalf of the Shareholder and to thereby legally bind the Shareholder. I agree to indemnify and hold the Company harmless from any and all claims, actions and causes of action whatsoever which may result from a breach of the representation contained in this paragraph.
 
Dated: ________________
 
___________________
[party]
 
 
 
 
 
 
 
 
 
Number of Pages11
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#43693
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Investment Representation Letter

 

 

 
[Company name]
[Address of company]
 
Dear [party]:
 
The holder of shares of [company] (“Info”) named above (the “Shareholder”) furnishes [company] (the “Company”) the information, and makes the representations and warranties, set forth here to indicate whether the Shareholder is a suitable purchaser of the Company ________Preferred Shares (the “Convertible Preferred Shares”). As a condition precedent to investing in the Company, the Shareholder represents, warrants, covenants and agrees as follows:
 
The Shareholder understands that the Convertible Preferred Shares are being offered and sold without registration under the Securities Act of 1933, as amended (the “Act”), or any state securities laws, in reliance upon the private offering exemption contained in Section 4(2) of the Act and Regulation D under it and certain exemptions under state securities laws, and that such reliance is based in part on the representations made and information supplied here. For the foregoing reasons, the Shareholder represents and warrants that the statements checked below and the information stated here are true, accurate and complete to the best of the Shareholders knowledge and belief, and the Shareholder agrees to notify the Company and supply corrective information promptly if, prior to the consummation of its purchase of convertible Preferred Shares, any of such information becomes inaccurate or incomplete.
 
1. INSTITUTIONAL SHAREHOLDERS ONLY. The Shareholder represents, warrants, and certifies that it falls within the categories of Accredited Investor indicated by the check marks in the appropriate spaces below:
 
(a)
 
[] a bank, as defined in Section 3(a)(2) of the Act, or a savings and loan association or other institution defined in Section 3(a)(5)(A) of the Act which is acting:
 
[] in its own capacity; or
 
[] as a fiduciary on behalf of an investor;
 
(b) [] a trust, with total assets in excess of $[amount of sum], not formed for the specific purpose of acquiring Convertible Preferred Shares, whose purchase is directed by a sophisticated person who has such knowledge and experience in financial, business and real-estate matters that he or she is capable of evaluating the merits and risks of an investment in the Convertible Preferred Shares;
 
(c) [] an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, or a corporation, Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring Convertible Preferred Shares, which has total assets in excess of $[amount of sum]; or
 
(d)
 
[] an entity in which all of the equity owners:
 
[] qualify as Accredited Investors under [category] above; or
 
[] qualify as individual Accredited Investors under the tests set forth in paragraph (h), (i) or (j) of question 3 below.
 
AN INSTITUTIONAL SHAREHOLDER THAT DOES NOT FALL WITHIN ONE OF THE FOREGOING CATEGORIES IS NOT AN “ACCREDITED INVESTOR” AND THE INDIVIDUAL WHO IS DIRECTING THE PURCHASE OF CONVERTIBLE PREFERRED SHARES FOR ANY SUCH INSTITUTIONAL SHAREHOLDER SHOULD ANSWER QUESTION 4 BELOW.
 
2. INSTITUTIONAL SHAREHOLDERS ONLY. The Shareholder represents and warrants that the Shareholder is considered a United States resident for federal income-tax purposes and that the following information is true, accurate and complete to the best of the Shareholders knowledge:
 
(a)  shareholder
 
(b) Address of principal office
 
(c) Telephone Number of shareholder
 
(d) Federal Taxpayer I.D. Number of shareholder
 
(e) Type of organization (check one):
 
[] Corporation
 
[] Limited Partnership
 
[] General Partnership
 
[] Trust
 
[] Other (specify):
 
(f) Nature of business
 
(g) Date of organization
 
(h) Jurisdiction of incorporation or organization
 
(i) Number of equity owners
 
(j) Current net worth of shareholder
 
(k) The following information must be furnished with respect to the individual completing this Letter on behalf of the Institutional Shareholder:
 
(i)  individual
 
(ii) Description of position with Shareholder
 
(iii) Address of individual
 
(iv) Telephone number of individual
 
3. INDIVIDUAL SHAREHOLDERS ONLY. The Shareholder represents, warrants and certifies that the following information relative to the Shareholder and the Shareholders suitability as an investor in the Company is true, correct and complete.
 
(a)  shareholder
 
(b) Address of shareholder
 
(c) Phone number of shareholder
 
(d) Number of years
 
(e) Specification of occupation
 
(f)  employer, period of employment
 
(g) Social Security number of shareholder
 
(h) Does your net worth (1) exceed $[amount of sum]? Yes [] No []
 
(i) Was your individual income (2) (not joint with spouse) in each of the two most recent years in excess of $[amount of sum] and do you reasonably expect that in the current year it will be in excess of $[amount of sum]? Yes [] No []
 
(j) Was your and your spouses joint income in each of the two most recent years in excess of $[amount of sum] and do you reasonably expect that in the current year such joint income will be in excess of $[amount of sum]? Yes [] No []
 
IF YOU DID NOT ANSWER YES TO AT LEAST ONE OF (h), (i) OR (j) ABOVE YOU ARE NOT AN ACCREDITED INVESTOR AND YOU SHOULD ANSWER QUESTION 4 BELOW.
 
4. NONACCREDITED INVESTORS ONLY. The Shareholder, in the case of an Individual Shareholder, or, in the case of an Institutional Shareholder, the individual who is directing the purchase of convertible Preferred Shares for such Institutional Shareholder, represents, warrants and certifies the following information is true, correct and complete:
 
(a) Have you ever been subject to bankruptcy, reorganization or debt restructuring? Yes [] No []
If Yes, please provide details: [Description of details].
 
(1) For purposes of this question, net worth means total assets less total liabilities. You may include your spouses net worth and may include the value of your home, furnishings and automobiles.
 
(2) Income may be calculated by starting with Adjusted Gross Income and adding the deductions taken for partnership losses allocated to you and IRA and/or Keogh plan contributions.
 
(b) Are there suits pending or judgments outstanding against you which would adversely affect your financial condition?
Yes [] No []
If Yes, please provide details: [Description of details].
 
(c) Specification of credentials
 School
Specification of Field of Study
 Degree
Identification of Year
[Name 1]
[specification 1]
[name 1]
[year 1]
[Name 2]
[specification 2]
[name 2]
[year 2]
[Name 3]
[specification 3]
[name 3]
[year 3]
 
(d) Please describe briefly the principal positions (and nature of duties) you have held during the last three years or, if graduated less than three years, since graduation from college. Specific employers need not be identified. Also, list any professional licenses or registrations, including bar admissions, accounting certificates, real-estate brokerage and SEC or broker/dealer registrations held by you. What is sought is a sufficient description to enable the Company to determine the extent of your vocationally related experience in financial and business matters.
 
(e)
 
(i) Please indicate the frequency of your investment in securities which are not readily marketable:
 
[] Often
 
[] Occasionally
 
[] Seldom
 
[] Never
 
(ii) Please check those of the following types of investments in which you have participated:
 
[] Tax shelters
 
[] Private placements of securities
 
[] Real estate
 
[] Oil and gas investments
 
[] Equipment leasing shelters
Were you required to use a purchaser representative for such private placements?
Yes [] No []
 
(f) Please indicate in the space provided below any additional information which you think may be helpful in enabling the Company to determine that your knowledge and experience in financial and business matters is sufficient to enable you to evaluate the merits and risks of this investment:
 
(g) Unless you have invested in similar types of private offerings and/or have knowledge and experience in financial and business matters such that you alone are capable of evaluating the merits and risks of an investment in the Company, you will not be entitled to invest in the Company. Please indicate whether you believe you are so qualified by answering the question below.
I have such knowledge and experience in financial and business matters that I am capable of evaluating the merits and risks of an investment in the Company.
Yes [] No []
 
5. The Shareholder represents and warrants that any Convertible Preferred Shares being acquired are being acquired by the Shareholder solely for the Shareholders own account (or as fiduciary on behalf of another investor in the event so indicated in Paragraph 1 above), for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; the Shareholder has no agreement or other arrangement, formal or informal, with any person to sell, transfer, pledge, or subject to any lien any part of any Convertible Preferred Shares being acquired or which would guarantee the Shareholder any profit or protect the Shareholder against any loss with respect to such Convertible Preferred Shares; the Shareholder has no plans to enter into any such agreement or arrangement. The Shareholder understands that the Shareholder must bear the economic risk of the investment for an indefinite period of time because the Convertible Preferred Shares have not been registered under the Act or any applicable state securities laws and, therefore, cannot be resold or otherwise transferred unless subsequently registered under the Act and any applicable state securities laws (which the Company is not obligated to do), or an exemption from such registration is available. The Shareholder further understands that the exemption under Rule 144 under the Act may be unavailable because of the conditions and limitations of such rule. The Shareholder further understands that a legend in substantially the following form will be placed on each certificate representing the Convertible Preferred Shares:
 
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO: (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH STATE SECURITIES LAWS; (II) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR SIMILAR RULE UNDER SUCH ACT TO THE DISPOSITION OF SECURITIES), OR (III) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE COMPANY, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH STATE SECURITIES LAWS IS AVAILABLE.
 
6. The Shareholder is aware that the Company has been and is relying upon the representations and warranties set forth in this Letter, in part, in determining whether the offering of convertible Preferred Shares will qualify for an exemption from the registration provisions of the Act and applicable state securities laws. All of the information which the Shareholder has furnished the Company here or previously with respect to the Shareholders financial position and business experience is correct and complete as of the date of this Letter, and, if there should be any material change in such information, the Shareholder will immediately furnish such revised or corrected information to the Company. The Shareholder agrees to indemnify and hold harmless the Company and its affiliates and each officer, director, stockholder, and/or employee thereof and their successors and assigns, from and against any and all losses, damages, liabilities, or expenses, including costs and attorneys fees, incurred by reason of any misrepresentation by the Shareholder in this Letter or any breach of the Shareholders warranties or the Shareholders failure to fulfill the Shareholders covenants in this Letter. The Shareholder agrees that the representations, warranties and covenants here shall survive the Shareholders acquisition of convertible Preferred Shares.
 
___________________
 
___________________
[Names of officers]
[Titles of officers]
 
 
CERTIFICATE OF AUTHORIZED SIGNATORY
(INSTITUTIONAL SHAREHOLDERS ONLY)
 
I hereby certify that I am an authorized representative of shareholder and that I am authorized to execute and submit this on behalf of the Shareholder and to thereby legally bind the Shareholder. I agree to indemnify and hold the Company harmless from any and all claims, actions and causes of action whatsoever which may result from a breach of the representation contained in this paragraph.
 
Dated: ________________
 
___________________
[party]
 
 
 
 
 
 
 
 
 

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