What Are Unregistered Shares?

Unregistered shares, also known as restricted stock, are securities that are not registered with the Securities and Exchange Commission (SEC). They are usually issued through private placements, Regulation D offerings, or employee stock benefit plans as compensation for professional services, or in exchange for funding a startup company.

For example, a privately-held company might issue unregistered shares to its executives and board members as part of their compensation package.

Understanding Unregistered Shares

Unregistered shares have fewer investor protections and pose different kinds of risks than registered securities. As a result, companies can only sell unregistered shares to "qualified investors."

To be considered a "qualified investor," you must be a high-net-worth individual (HNWI) or a high-income investor. Who qualifies as an HNWI differs by the financial institution, but typically you must have liquid assets that range from six to seven figures. A high-income investor typically has an income of at least $200,000 per year or at least $300,000 per year for married couples.

In the past, soliciting or advertising unregistered shares was prohibited. However, in 2013 the SEC adopted Rule 506(c) as part of the Jumpstart Our Business Startups (JOBS) Act, allowing certain unregistered securities to be solicited and advertised.

Selling unregistered shares is typically considered a felony, but there are exceptions to this rule. SEC Rule 144 lays out the conditions under which unregistered shares may be sold:

• They must be held for a prescribed period.
• There must be adequate public information about the security’s historical performance.
• The sale must be of less than 1% of shares outstanding and less than 1% of the previous four weeks’ average trading volume.
• All normal trading conditions that apply to any trade must be met.
• Sales of more than 5,000 shares or more than $50,000 worth of shares must be preregistered with the SEC. An exception to this condition occurs if the seller is not associated with the company that issued the unregistered shares (and has not been associated with it for at least three months) and has owned the shares for more than one year.

Unregistered Stock Scams

Sometimes investors can be taken advantage of through unregistered securities scams. These scams usually advertise the sales as private offerings with little to no risk plus high returns. The SEC recommends that investors should be on the lookout for some of these common signs of potential fraud when considering investing in an unregistered offering:

• Claims of high returns with little or no risk
• Unregistered investment professionals
• Aggressive sales tactics
• Problems with sales documents
• No requirements on net worth or income
• Only a salesperson seems to be involved
• Sham or virtual offices
• The company is not in good standing or not listed
• Unsolicited investment offers
• Suspicious or unverifiable biographies of management or the promoters

Investors can also find out if a particular security is registered by looking it up in the SEC’s EDGAR database online. Stocks traded by the average investor will all be registered in the database.