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Finance Form 144

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Finance Form 144

Parties and Identifying Information

Lender Name:

Borrower Name:

Lender Entity Type:

Borrower Entity Type:

Loan Terms and Promissory Note

Principal Amount: $   Interest Rate (Annual):

Loan Date:   Maturity Date:

Payment Frequency:

Payment # Due Date Principal Interest Total Payment
$ $ $
$ $ $
$ $ $
$ $ $
$ $ $

Terms, Representations, and Covenants

This Promissory Note evidences an obligation of Borrower to pay Lender the Principal Amount together with interest computed at the Annual Interest Rate. Borrower promises to make payments in accordance with the Repayment Schedule. Interest shall accrue from the Loan Date and be computed on the basis of a 365-day year for the actual number of days elapsed.

Prepayment: Borrower may prepay principal in whole or in part at any time without premium or penalty, provided Borrower gives Lender written notice of prepayment not less than five days prior to prepayment.

Late Fee: If any payment is not received within days of its due date, Borrower shall pay a late fee equal to of the overdue amount.

Default Interest: Upon Event of Default, unpaid principal and accrued interest shall bear interest at a default rate equal to the lesser of (a) above the Annual Interest Rate or (b) the maximum rate permitted by law.

Security: To secure payment, Borrower grants to Lender a security interest in the following collateral:

Representations and Warranties: Each party represents that it has the full power and authority to enter into this Agreement, that the execution and delivery of this Note and performance will not violate any other agreement to which it is a party, and that all information provided to the other party is true, complete and correct in all material respects.

Events of Default and Remedies

Events of Default include: (a) failure to make any payment when due and such failure continues for more than days after notice; (b) Borrower becomes insolvent or makes an assignment for the benefit of creditors; (c) a material breach of any representation, warranty or covenant contained herein.

Remedies: Upon Event of Default, Lender may declare the entire unpaid principal and accrued interest immediately due and payable and exercise all rights and remedies available under applicable law and this Agreement, including foreclosure on any collateral. Borrower shall be responsible for reasonable costs of collection, including attorneys' fees.

Payment Instructions and Additional Provisions

All notices to Lender shall be sent to:

All notices to Borrower shall be sent to:

Additional Terms

Severability: If any provision of this Note is held invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

Waiver: No failure or delay by Lender in exercising any right shall operate as a waiver. Any waiver must be in writing and signed by the party granting the waiver.

Lender Printed Name:

By:

Date:

Borrower Printed Name:

By:

Date:

Enter text

What Finance Form 144 Is and when it applies

Finance Form 144 (commonly called Form 144) is the Securities and Exchange Commission notice used when an affiliate or control person proposes to sell restricted or control securities under SEC Rule 144 (17 CFR 230.144). The form documents the planned sale for broker-dealers and creates a public record supporting reliance on the Rule 144 resale safe harbor. It is a regulatory disclosure rather than a registration statement, and it is typically prepared in coordination with the seller's broker and counsel to confirm eligibility and timing under federal securities law.

Why accurate Form 144 preparation matters

Properly prepared Form 144 reduces compliance risk, provides a clear audit trail for restricted or control securities sales, and helps broker-dealers and transfer agents confirm eligibility under Rule 144.

Why accurate Form 144 preparation matters

Who typically completes and reviews Form 144

The form is completed by the selling affiliate or their authorized representative and reviewed by brokers and legal teams prior to sale.

  • Corporate insiders and affiliates who intend to sell restricted or control securities and must report proposed sales to brokers and regulators.
  • Broker-dealers and transfer agents who receive the notice, confirm resale conditions, and report or retain the filing as part of transaction records.
  • Corporate counsel and compliance officers who prepare required disclosures, confirm Rule 144 eligibility, and coordinate timing with market intermediaries.

Accurate roles and coordination reduce filing errors and help ensure transactions proceed on a compliant timeline.

Filling out Finance Form 144: a short step sequence

Follow these core steps in order: assemble issuer details, confirm seller status, record sale specifics, then submit to the broker for handling.

  • 01
    Prepare Notice: Assemble issuer info, seller identity, and security description.
  • 02
    Confirm Eligibility: Verify Rule 144 conditions with counsel and broker.
  • 03
    Submit to Broker: Provide the completed Form 144 to the executing broker-dealer.
  • 04
    Retain Records: Keep signed copies and audit evidence per recordkeeping rules.

Digital workflow settings for completing Form 144

Configure a digital workflow that captures signer identity, broker delivery, and an immutable audit trail before you send the notice for execution.

Field Configuration
Document Template Use a standardized PDF or form template to ensure consistent fields and formatting.
Signer Roles Assign seller, compliance reviewer, and broker roles with signing order enforced.
Authentication Enable email plus SMS code or stronger verification for signer attribution.
Delivery Send final signed copy to broker, issuer counsel, and internal compliance repository.

How electronic completion and submission typically works

A concise view of the sender-to-broker flow when using digital signatures and secure delivery for regulatory notices.

  • Upload Document: Import the Form 144 PDF into your eSignature platform.
  • Place Fields: Add signature, date, and required identification fields for each signer.
  • Send to Signers: Deliver signing links with required authentication steps.
  • Provide to Broker: Transmit the executed notice and certificate of completion to the executing broker-dealer.

Technical considerations for eSigning Finance Form 144

Choose a platform that supports strong signer authentication, audit trails, and secure storage before you eSign regulatory notices.

  • Integrations: Salesforce, NetSuite, or other systems
  • File Formats: PDF, DOCX, and archived PDF/A
  • Authentication: Email + SMS or enterprise SSO

Penalties and risks from incorrect or missing Form 144

Securities Violation: Civil or criminal penalties under federal securities laws.
Transaction Delay: Broker may refuse to execute or clear the sale.
Reputational Harm: Regulatory scrutiny can damage issuer and insider credibility.
Rescission Risk: Buyers may have remedies if resale conditions are incorrect.
Increased Compliance Cost: Time and legal fees to remediate reporting errors.
Recordkeeping Liability: Failure to preserve records can lead to examination issues.

Common preparation pitfalls to avoid

  • Inaccurate issuer or seller names that do not match SEC or broker records, causing processing delays or rejection.
  • Incorrect security identification (missing CUSIP or wrong class) that prevents matching to the issuer's traded instrument.
  • Poor coordination with the executing broker, leading to timing mismatches and possible inability to rely on Rule 144.
  • Insufficient signer authentication or missing audit trail elements when using electronic signatures, creating attribution disputes.

Practical tips for accurate and efficient completion

Follow these recommended practices to reduce rework, maintain compliance, and produce a defensible record of the proposed sale.

Verify Affiliate Status
Confirm the seller's control or affiliate status with counsel before preparing Form 144; misclassification affects resale eligibility and potential liability.
Coordinate with Broker
Engage the executing broker early to align on delivery method, timing, and any broker-specific data requirements for processing the notice.
Use Strong Authentication
Require multi-factor authentication for signer attribution when using eSignatures to strengthen evidentiary value and reduce disputes.
Keep a Complete Audit Trail
Retain signed PDF, certificate of completion, IP stamps, and all routing history to support compliance reviews and examinations.

Comparing eSignature platforms for Form 144 workflows

Platform selection affects authentication, audit trails, and integration with broker or records systems. The table summarizes common vendor characteristics and pricing tiers.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial Yes, 7-day free trial, no credit card required Varies by vendor; check plan Varies by vendor; check plan Varies by vendor; check plan Varies by vendor; check plan
Bulk Send Available on Premium tiers Available on enterprise tiers Available on enterprise tiers Available on paid tiers Varies by plan
Audit Trail Yes — full audit trail and certificates Yes — audit trail and certificates Yes — audit trail and certificates Yes — audit trail and certificates Yes — audit trail and certificates
HIPAA Compliant Yes — BAA available Varies by plan; verify with vendor Varies by plan; verify with vendor Varies by plan; verify with vendor Varies by plan; verify with vendor
Envelope Cap No envelope cap 100 envelopes/user/year limit Varies by plan Varies by plan Varies by plan

Real-world experiences with digital signing for finance workflows

These customer examples illustrate practical benefits from secure, auditable eSignature workflows in finance and compliance contexts.

Optica Ventures — COO

Optica uses digital signing to streamline client paperwork and internal approvals.

  • They emphasized usability for both staff and clients.
  • "The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers."

Martin Properties — Founder

Martin Properties standardized online execution for property and finance forms to reduce turnaround time.

  • Mobile and offline signing were especially helpful.
  • "I can process and execute all of these documents online with 100% compliance and built-in security."

Timing considerations and key deadlines for Form 144-related actions

Timing affects whether a sale can rely on Rule 144 and whether broker-dealers can clear a transaction; coordinate early to reduce settlement risk.

When to File:

Provide the notice to the executing broker before or at the time of sale as required by broker procedures and Rule 144 reliance practices.

Broker Coordination:

Confirm broker cutoffs for submitting notices and settlement windows to avoid trade rejection.

Legal Review:

Allow time for counsel to confirm eligibility and any blackout restrictions prior to execution.

Record Retention Start:

Retention obligations begin when the transaction is executed or when the broker receives the completed notice.

Audit Readiness:

Retain all evidence of authorization and transmission to support examinations or inquiries.

Key process milestones for a typical Form 144 transaction

A sequential view of core stages from preparation through post-execution recordkeeping to support compliance and settlement.

01

Preparation and Drafting

Assemble issuer, seller, security identifiers, and intended sale specifics.

02

Legal Eligibility Check

Counsel confirms Rule 144 conditions and any required waiting periods.

03

Broker Submission

Deliver completed Form 144 and supporting documents to the executing broker-dealer.

04

Post-Execution Retention

Store signed form and audit trail per broker-dealer retention rules.

Frequently asked questions about Finance Form 144

Answers to common practical and compliance questions when preparing, signing, and delivering Form 144.


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