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如何转售美国公司限制流通股票

May 2018

by Catherine X. Pan-Giordano and Ting Zhou

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潘惜唇  周婷

如果您通过认购私募发行或者是作为创始人而取得了一家美国上市公司的股票,虽然该公司本身是上市公司,您持有的这些股票往往是被限制流通的。这就意味着您不能像流通股的持有人那样可按照股票行情或自身需求进行任意转售。然而,这也并不意味着您持有的股票在任何情况下都无法转售。美国证券法制度规定了一些限制转售的例外情况,当满足一定的条件时,您持有的限制流通股可以转为流通股,从而可以向公众转售;或者即使不转成流通股,您也可以在一定条件下通过非公开方式,向特定的受让人转售股票。下文将对限制流通股及其转售例外进行简要阐述,希望有助于您更好的规划处置您所持有的股票。

问题一:何为限制流通股票?

限制流通股票主要包括“限制性股票(Restricted Security)”和“控制人股票(Control Security)”。“限制性股票”是指股票持有人在公司(发行人)的私募发行中取得的、或是从公司的关联方处取得的、未经公开发行登记的公司股票。而“控制人股票”是指由公司的关联方持有的股票,无论其取得方式如何,即使关联方从公开市场取得的股票,也属于控制人股票。上述“关联方”指公司的高管、董事或大股东等与公司具有控制关系的个人或实体。而“控制”的涵义较为广泛,指无论通过持股、合同安排或者其他方式,能主导公司的管理和政策的权力。值得注意的是,从任何关联方处取得的股票均为限制性股票,哪怕该等股票在关联方持有期间并不是限制性股票。

限制性股票和控制人股票均为限制流通股票,通常在股票凭证上印有限制转让的标记(Restrictive Legend),除非满足法律规定的限制转让例外情况,并解除股票凭证上的限制标记,持股人不得在公开市场交易该等股票。此外,虽然该等股票不能在公开市场交易,但在一定条件下仍可进行非公开转让。

问题二:如何将您持有的限制流通股票转为流通股票?

限制性股票和控制人股票原则上都不得在公开市场上交易。但是,在满足《美国证券法》第144条规定条件的情况下,限制性股票和控制人股票未经公开发行登记也可以向公众转售。对所需满足的转售条件,144条对限制性股票和控制人股票进行了区别对待,即:控制人股票的转售需要满足以下全部五项条件,而限制性股票的转售只需满足前两项条件。

  1. 持有期限:在进行转售之前,转售人必须对股票持有一定期限。如果发行人本身是报告公司(Reporting Companies,即需要遵守《美国证券交易法》报告要求的发行人),则转售人在转售之前需持有股票至少6个月。如果发行人本身是非报告公司(Non-reporting Companies,即无需遵守《美国证券交易法》报告要求的发行人),则转售人在转售之前需持有股票至少1年。
  2. 发行人信息:在转售之前,应有足够的公众可知的关于股票发行人的最新信息。如果发行人本身是报告公司,只要该发行人遵守了《美国证券交易法》要求的定期报告,即能满足本条件。如果发行人本身是非报告公司,则要求该发行人的相关信息,包括其业务性质、董事及高管,以及财务报表等须为公众所知。
  3. 转售数量:转售人在三个月内转售的股票数量不得超过:发行在外的同类股票的1%,或者同类股票四周内的平均周交易量,以较高数额为准。
  4. 转售方式:转售只能通过股票经纪人并按照常规股票交易进行,且股票经纪人不能收取高于正常水平的佣金。另外,转售人和经纪人均不得主动招揽买方购买该等股票。
  5. 向证券与交易委员会通报:如果在三个月内转售的股票数量超过5,000股或者涉及的转售金额超过5万美元,则转售人需要向美国证券与交易委员会申报144表格。

满足了第144条规定的条件,也并不意味着转售人能立即通过经纪人向公众进行股票转售。转售人必须要先行去除股票凭证上的限制转让标记才能转售。

问题三:在将限制流通股票转为流通股票过程中,谁可以帮到您?

如上文所述,如能满足第144条规定的转售条件,则需要去除股票凭证上的转售限制标记后才能将股票向公众转售。但转售标记并不是任何人都能去除的,只有股票过户代理人才有权去除。股票过户代理人必须要先行取得发行人的同意才能去除。而发行人则通常需要律师出具法律意见书,指示过户代理人去除。律师出具去除转让限制标记的法律意见书则主要依赖于转售方对于其满足144条转售条件之陈述。而转售方陈述函则通常由熟悉美国证券法的律师起草。

综上,如您持有美国公司的限制流通股票,并且拟将其转为流通股票,您需要与您的美国律师沟通,以分析第144条的转售条件,并通过律师来处理股票凭证上转售限制标记的去除。

问题四:如限制流通股票无法转为流通股票,则该等限制流通股票是否仍可转售?

是的,在一定条件下,该等限制流通股票仍可转售;而常见的转售为向特定受让人进行的非公开销售(Private Resale),受让方在该等销售下取得的股票仍为限制流通股。限制流通股票的非公开转售常用的法律依据为“4(1 ½)条豁免”。这并不是一条证券法条例下的明文规定,而是由证券法专业人士在实践中发展出来的、结合了《美国证券法》第4(1)条以及第4(2)条相关规定的豁免。《美国证券法》第4(1)条规定了非发行人或非承销人的非承销交易可免于证券登记;而转售人如要适用该4(1)条的豁免,则需要通过满足《美国证券法》第4(2)条或者D条例规定的私募行为来满足4(1)条项下的“非承销人”和“非承销交易”要求。

在实践中,如需使用“4(1 ½)条豁免”进行非公开转售,通常需要满足以下要求,如:受让方人数有限且为合格投资人;明确告知受让方其受让股票未经登记且有转让限制;股票凭证保留转让限制标记;不得通过公开招揽或广告吸引买方;以及须向受让方告知关于股票发行人和股票相关的信息等。

本文作者

Pan-Giordano, Catherine

潘惜唇(Catherine X. Pan-Giordano)
合伙人
全美及中国联合业务部
联席主席
潘惜唇律师是德汇全美及中国联合业务部的联席主席,在处理在美国经营的中国企业所面临的法律问题方面具备丰富的经验。潘律师毕业于哈佛大学法学院,2013年至2015年连续被评选为纽约地区“超级律师之星”,并在2014年和2015年连续被《纽约时报》评选为纽约市“最佳女律师”。

Ting Zhou

周婷 (Ting Zhou)
律师
周婷律师是德汇纽约分所公司业务团队的律师,主要专注于跨境并购、私募基金和其他商业交易。周律师毕业于华东政法大学以及哥伦比亚大学法学院。在加入德汇之前,周律师曾在中国大陆最一流的律师事务所工作。周律师具备丰富的跨国交易业务经验,曾参与多家国际跨国公司的收购兼并,以及多个私募基金设立和投资项目。周律师拥有美国纽约州律师执照和中国法律职业资格。

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Expansion of the Qualified Client Definition Under the current Rule 205-3, an investor generally may qualify as a qualified client if, among other alternatives, the investor has at least $1.4 million under management with the adviser or has a net worth exceeding $2.7 million. These thresholds are higher than the financial thresholds applicable to many accredited investors under Regulation D. As a result, an investor may currently qualify as an accredited investor for purposes of investing in a private offering without qualifying as a qualified client for purposes of paying performance-based compensation. The Proposal would expand the qualified client definition to include any natural person or legal entity investor that satisfies the accredited investor definition under Regulation D. The Proposal would also remove the assets under management and net worth thresholds under the current Rule 205-3 qualified client test. For private funds relying on Section 3(c)(1) of the Investment Company Act of 1940, this change could reduce the need to apply a separate qualified client standard to investors that already qualify as accredited investors. Dorsey Observations and Next Steps If adopted as proposed, the expanded qualified client definition could be particularly significant for private fund managers. Most private fund offerings are already limited to accredited investors under Regulation D. However, the Proposal could expand the pool of prospective investors available to emerging private fund managers while reducing the regulatory burden associated with complying with Rule 205-3. The Proposal could also benefit advisers operating below the SEC registration threshold that rely on a state private fund adviser exemption. A number of states have adopted exemptions modeled on the North American Securities Administrators Association (“NASAA”) private fund adviser exemption, which may condition relief for advisers to certain funds relying on Section 3(c)(1) on each beneficial owner satisfying the federal qualified client definition. However, state requirements vary, and any effect of the Proposal would depend on the text of the applicable state exemption and how it incorporates Rule 205-3. Many emerging private fund managers may have a larger network of accredited investor relationships than qualified client relationships during the early stages of their investment advisory business. Currently, under Rule 205-3, private fund managers may receive performance-based compensation from investors who do not satisfy the qualified client definition if those investors were admitted to their private funds prior to registration with the SEC. Following registration with the SEC, however, managers may continue to permit investors that are not qualified clients to invest in future private funds but may not receive performance-based compensation from those investors with respect to such investments. In addition, because the net worth and assets under management thresholds for qualified client status are adjusted for inflation every five years, the pool of qualified client investors may diminish over time as previously eligible investors no longer satisfy the applicable thresholds. The Proposal could provide the dual benefit of greater flexibility for private fund managers to establish and maintain relationships with accredited investors as their businesses scale and they become registered with the SEC, and greater flexibility for certain accredited investors to participate in investment strategies that historically have been restricted to much larger institutional investors. Unless and until the Proposal is adopted, investment advisers should continue to comply with the existing qualified client requirements. If the Proposal is adopted, private fund sponsors should consider whether corresponding changes are appropriate for their subscription documents, investor questionnaires, and other offering materials. Advisers that are state-registered or rely on a state-level exemption should also consult the laws and regulations of each relevant jurisdiction before changing investor eligibility standards or performance-based compensation practices, because adoption of the federal amendments may not automatically modify state requirements. Comments on the Proposal will be due 60 days after publication in the Federal Register. 1 Investment Adviser Performance-Based Compensation Modernization, Investment Advisers Act Release No. IA-7022 (Sept. 30, 2026), available at https://www.sec.gov/rules-regulations/2026/09/s7-2026-28#33-11443proposed.