---
title: "Extract resale limits and restrictive legends from a Regulation D or Rule 144 offering"
url: "https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/extract-selling-restrictions-and-transfer-limits-from-the-offer-document/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A4-A20260923-1-US"
practice_area: "Capital Markets & Securities — ECM/DCM and Disclosure"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Extract resale limits and restrictive legends from a Regulation D or Rule 144 offering

> Extract every transfer restriction, legend and holding-period statement from the offering documents into a table, with the clause and the rule it cites. Do not rewrite the legend.

Canonical page: https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/extract-selling-restrictions-and-transfer-limits-from-the-offer-document/united-states  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Capital Markets & Securities — ECM/DCM and Disclosure](https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| How AI is used | Extract every transfer restriction, legend and holding-period statement from the offering documents into a table, with the clause and the rule it cites. Do not rewrite the legend. |
| What the lawyer must review | Securities acquired under Regulation D have the status of securities acquired under section 4(a)(2) and cannot be resold without registration or an exemption (17 CFR § 230.502(d)). Reasonable care to assure purchasers are not underwriters may be shown by a reasonable inquiry, written disclosure before sale that the securities are unregistered and cannot be resold unless registered or exempt, and a legend on the certificate stating that they have not been registered and setting out or referring to the restrictions. Those steps are not the only way to show reasonable care. Rule 144(d) requires, for restricted securities, at least six months between acquisition from the issuer or an affiliate and resale if the issuer has been an Exchange Act reporting issuer for at least 90 days immediately before the sale, and at least one year otherwise. If the buyer purchases the securities, the holding period does not begin until the full purchase price is paid. Affiliates must also meet the other conditions of Rule 144. You confirm each extracted limit against the instrument and the rule. |
| Written for | United States |
| Applies to | [Extract selling restrictions and transfer limits from the offer documents](https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/extract-selling-restrictions-and-transfer-limits-from-the-offer-document.md) |

## Checking plan

- What the AI does: Extract every transfer restriction, legend and holding-period statement from the offering documents into a table, with the clause and the rule it cites. Do not rewrite the legend.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- Rule 502(d) reasonable-care steps are an illustration, not the only method.
- Rule 144 volume, manner-of-sale and Form 144 notice conditions for affiliates were not the subject of this check. Open those paragraphs before advising an affiliate seller.

## Sources

- [17 CFR § 230.502, Regulation D general conditions, including limitations on resale](https://www.law.cornell.edu/cfr/text/17/230.502) (checked 2026-10-22)
- [17 CFR § 230.144, persons deemed not to be engaged in a distribution and therefore not underwriters](https://www.law.cornell.edu/cfr/text/17/230.144) (checked 2026-10-22)

## Forms and precedents for this task

| Form or precedent | Kind | AI level | Summary |
| --- | --- | --- | --- |
| [Regulation D private placement checklist](https://ailawframework.com/precedents/capital-markets-and-securities-ecm-dcm-and-disclosure/us-reg-d-placement-checklist.md) | Checklist | Yellow | Checklist for an offer under Rule 506(b) or Rule 506(c). Purchaser limits, solicitation, resale and the conviction limb of the bad-actor rule are taken from the text that was read. |

Signed-in accounts can read the full text of each one.

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*