- How do I transfer a certificate?
- How do I Transfer Certificates Because of Deceased Owner(s)?
- My legal name has changed; do I need to get my stock certificate(s) re-registered?
- What is Individual Registration?
- What is Joint Registration With Rights of Survivorship (WROS)?What is Tenants In Common?
- What is Tenants In Common?
- What is Custodial Registration?
- How is a custodial registration changed?
- What is Trust Registration?
- What is a TOD (Transfer On Death) Registration?
- I lost my stock certificate(s), what can I do?
- What are Restricted and Control Securities?
- What are the conditions of Rule 144?
- Can the securities be sold publicly if I meet the conditions of Rule144?
- The transfer agent whose name is on my stock certificate has changed, what can I do?
- The name of the company printed on my stock certificate has changed, what can I do?
- How can I find information on an old stock certificate, in my possession?
- How do I sell my security held in my possession?
- Can I find out who the “street name” holders are?
- What is the difference between Registered and “Street” share certificates?
- What is a “Medallion Guarantee”?
- What is DTCC?
- What is Cede & Co.?
- What is Broadridge?
- When do I receive information on annual meetings and proxy voting?
- When do I receive my dividend payments?
- What should I do if my dividend check is lost or stolen?
- How do I have dividends deposited directly to my bank?
- What is “backup” withholding?
- What is Dividend Reinvestment?
- How can I obtain a copy of my 1099?
- What is Escheatment or Unclaimed Property?
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How do I transfer a certificate?
If you wish to transfer your certificate(s), you must mail your certificate(s) to the transfer agent. (We recommend all certificates be sent by registered mail, insured with a return receipt requested). The certificates must be appropriately signed by all registered holders, exactly as the name(s) appear on the face of the certificate(s) or must be accompanied by a Stock Power bearing the appropriate signature(s). In either case, the signature(s) must be guaranteed by a financial institution participating in an officially recognized Medallion Signature Guarantee Program. Additionally, you should provide instructions indicating how you wish the shares transferred, the name address and social security number for each transferee and the number of shares to be transferred. In some cases additional documents may be required to complete the transfer. Please contact the transfer agent to determine other forms that may be required.- How do I Transfer Certificates Because of Deceased Owner(s)?
(With all stock ownership transfers, it is helpful to include a letter of instruction informing us
how the transfer is to take place. The letter should state the complete name, address, and Tax ID (SSN)
of the individual(s) to whom the shares are to be transferred.)Individual Account- Complete a stock power form or fill out the back of the stock certificate(s).
NOTE: A “Medallion Signature Guarantee” must be obtained for all signatures and affixed to the form and/or the certificate(s).
You must send us the outstanding stock certificates.
- Complete a stock power form or fill out the back of the stock certificate(s).
- You must send us the “outstanding stock certificates”. If you are unable to locate all of your stock certificates, please contact us immediately.
- The Guarantor will also require a certified copy of “death certificate” for the deceased owner. A certified copy of the “court appointment of estate representative” dated within 60 days of the request for transfer. This document is obtained when the estate is probated.
- Also required is an affidavit of domicile for the deceased shareholder properly executed and notarized. This document will confirm the state of residence at the time of death for tax purposes.
- An Inheritance Tax Waiver (consent to transfer) from the state where the deceased shareholder lived may also be required if the company is incorporated and the beneficiary resides in one of the following states.
- Send to us your original stock certificate(s), stock power forms, and Inheritance Tax Waiver, if applicable, properly completed and executed.
IMPORTANT NOTE: Whenever you mail certificates, we strongly recommend that you insure the certificates for at least 2 1/2% of their current market value.
Joint Account
- Complete a stock power form or fill out the back of the stock certificate(s). NOTE: A “Medallion Signature Guarantee” must be obtained for all signatures and affixed to the form and/or the certificate(s). You must send us the outstanding stock certificates.
- A letter of instruction indicating the full name(s) address and tax identification number for each transferee.
- A certified copy of the decedent’s death certificate
- An Affidavit of Domicile and, if applicable, an Inheritance Tax Waiver.
- A Substitute W-9 certification form, completed for each individual transferee.
If ALL shareholders are deceased:
- Complete a stock power form or fill out the back of the stock certificate(s). NOTE: A “Medallion Signature Guarantee” must be obtained for all signatures and affixed to the form and/or the certificate(s). You must send us the outstanding stock certificates.
- You must send us the “outstanding stock certificates”. If you are unable to locate all of your stock certificates, please contact us immediately.
- The Guarantor will require an Affidavit of Domicile for the deceased shareholder properly executed and notarized. This document will confirm the state of residence at the time of death for tax purposes.
- The Guarantor will also require a certified copy of “death certificate” for all of the deceased owners except for the decedent who died last. A certified copy of the “court appointment of estate representative” dated within 60 days of the request for transfer. This document is obtained when the estate is probated.
- An Inheritance Tax Waiver (consent to transfer) from the state where the deceased shareholder lived may also be required if the company is incorporated and the beneficiary resides in one of the following states.
- Send to us your original stock certificate(s), Request to Transfer Stock Form, and Inheritance Tax Waiver, if applicable, properly completed and executed.
IMPORTANT NOTE: Whenever you mail certificates, we strongly recommend that you insure the certificates for at least 2 1/2% of their current market value.
My legal name has changed; do I need to get my stock certificate(s) re-registered?
Yes. If your name has changed legally (such as through marriage), you must complete a Stock Power and send it
to the transfer agent. The Stock Power is printed on the reverse of your stock certificate or the reverse of
the account statement (if you don’t have the actual stock certificate).
What is Individual Registration?
This registration gives sole ownership to the single individual and requires that the person’s legal name be used. The use of a first name is desirable. Example: Mary Smith (not M. Smith).
What is Joint Registration With Rights of Survivorship (WROS)?
This registration is used when two or more individuals have equal claim to the assets. Should one of the parties die, ownership of the assets passes to the surviving tenant(s). Example: Mary Smith & Barbara Smith Jt Ten WROS.
What is Tenants In Common?
This registration allows an appropriate portion of the assets to pass to the estate of the holder upon the holder’s death
rather than to the surviving tenant. Example: Mary Smith & Barbara Smith Ten Com.
What is Custodial Registration?
A custodial registration requires the names of the custodian and the beneficial owner who is
a minor is a common type. For example: Mary Smith Cust Don Smith NY Unif Trans Min Act.
(Note: The two letter state abbreviation must appear before the “Unif”).
How is a custodial registration changed?
To add or remove a name on a security held in custodial registration, provide the transfer agent
with the following:
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- The certificate(s) should be properly endorsed by the current custodian, if still living, or if the minor is now of age, the former minor may sign.
- A certified copy of his/her birth certificate must be provided, if the former minor signs. The endorsement should be Medallion Signature Guaranteed.
- A letter of instruction indicating the full name, address and taxpayer identification number for each transferee.
- A Substitute W-9 certification form, completed for each individual transferee. This form may be obtained from a bank or broker or downloaded from our Forms section.
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What is Trust Registration?
Registering shares in the name of a Trust requires that specific information be provided: the
name of the trust and/or the maker or beneficiary and the date of the trust instrument.
For example: Mary Jones Tr U/A DTD 4/15/98 The Mary Jones Trust FBO Mary Jones.
What is a TOD (Transfer On Death) Registration?
The owner of a security registered in TOD form must be a natural person or natural persons
holding the security as an individual or joint owner with the right to survivorship
(i.e. joint tenants or tenants by the entireties). TOD registrations by non-natural persons
(such as a trust or a partnership) are not permitted. Only one beneficiary per registration
may be designated by the security owner. Registration in TOD form is indicted by the
abbreviation “TOD”.
I lost my stock certificate(s), what can I do?
If your stock certificate is lost, stolen or destroyed, notify the transfer agent immediately with the following information:
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- The owner must set forth, in an affidavit, all the facts surrounding the loss;
- The owner must post an indemnity bond to protect the corporation and the transfer agent against the possibility that the lost certificate may be presented later by an innocent purchaser for value (the indemnity bond usually is an “open penalty” bond in which the owner of the lost certificate usually pays a premium for the bond, determined by the facts surrounding the lost and whether the securities were in registered or bearer form, and the bond does not protect the owner against losses incurred by the issuer or its transfer agent as a result of the original lost certificate); and
- The owner must request a new certificate before the company receives notice that the missing certificate has been acquired by another bona fide purchaser.
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Restricted securities are securities acquired in unregistered, private sales from the issuer or from an affiliate of the issuer. Investors typically receive restricted securities through private placement offerings, Regulation D offerings, employee stock benefit plans, as compensation for professional services, or in exchange for providing “seed money” or start-up capital to the company. Rule 144(a) (3) identifies what sales produce restricted securities. Control securities are those held by an affiliate of the issuing company. An affiliate is a person, such as a director or large shareholder, in a relationship of control with the issuer. Control means the power to direct the management and policies of the company in question, whether through the ownership of voting securities, by contract, or otherwise. If you buy securities from a controlling person or “affiliate,” you take restricted securities, even if they were not restricted in the affiliate’s hands. If you acquire restricted securities, you almost always will receive a certificate stamped with a “restricted” legend. The legend indicates that the securities may not be resold in the marketplace unless they are registered with the SEC or are exempt from the registration requirements. The certificates of control securities are usually not stamped with a legend.
RESTRICTED SECURITIES OF REPORTING ISSUERS
Affiliate or Person Selling on Behalf of an Affiliate
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- During six-month holding period no re-sales under Rule 144 permitted.
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- After six-month holding period may resell in accordance with all Rule 144 requirements including: current public information, volume limitations, manner of sale requirements for equity securities, and filing of form 144.
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Non-Affiliate (and has not been an affiliate during the prior three months)
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- During six-month holding period no re-sales under Rule 144 permitted.
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- After six-month holding period but before one year, unlimited public re-sales under Rule 144 except that the current public information requirement still applies.
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- After one-year holding period, unlimited public re-sales under Rule 144; need not comply with any other Rule 144 requirements.
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RESTRICTED SECURITIES OF NON-REPORTING ISSUERS
Affiliate or Person Selling on Behalf of an Affiliate
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- During one year holding period no re-sales under Rule 144 permitted.
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- After one-year holding period, may resell in accordance with all Rule 144 requirements, including: current public information, volume limitations, manner of sale requirements for equity securities, and filing of Form 144.
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Non-Affiliate (and has not been an affiliate during the prior three months)
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- During one year holding period no re-sales under Rule 144 permitted.
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- Unlimited public re-sales under Rule 144; need not comply with any other Rule 144 requirements
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*Please note – this is general information only; not legal advice, nor represents any form of a legal opinion.
**http://www.sec.gov/rules/final/2007/33-8869.pdf
Can the securities be sold publicly if I meet the conditions of Rule144?
Even if you have met the conditions of Rule 144, you can’t sell your restricted securities to the public until you’ve gotten the legend removed from the certificate.
The transfer agent whose name is on my stock certificate has changed, what can I do?
This often happens because of mergers and consolidations in the transfer agent industry. Finding names of successor agents is not so easy unless you know the business.
The name of the company printed on my stock certificate has changed, what can I do?
Mergers and corporate name changes are very common. Finding the current company name and the transfer agent becomes almost impossible. Finding information about company name changes online is very difficult.- How can I find information on an old stock certificate, in my possession?
You may find some information about your stock from the major stock exchanges (NYSE, Amex, NASDAQ,). However, this information is usually limited to delisting announcements, and will not help you determine the value for your stock. The Transfer Agent, listed on the front of your security, is another source of information. As long as the Transfer Agent still represents the company, they can help you determine the value of your stock certificate. If the transfer agent is no longer in business, or no longer represents the company, contact the Corporation Commission in the state where the stock was originally registered. If the company is still in business, the state agency can tell you so, and can probably direct you to the new Transfer Agent. However, they will not be able to tell you the value of your stock. If you’re still stuck, try an on-line resources search.
How do I sell my security held in my possession?You can deliver the certificate to your broker with your instructions to sell or you can deliver the certificate to the issuer with instructions to change how you hold your security from certificate to direct registration and to sell (many issuers can accommodate sale requests). When selling a security through the issuer, the issuer will sell your security under the terms and conditions in place for that issue. For example, some sell orders will be executed on the day the issuer receives them, and some orders are aggregated for frequent, but not daily, execution. (Note: you should ask the issuer if it offers a selling service and what the terms and conditions are.) Proceeds from the sale will be mailed to you three business days after the date of sale. When selling through your broker, your instructions will be acted on immediately and in accordance with the guidelines it provides to you. Proceeds from the sale will be made available to you or credited to your account three business days after the date of sale.
Can I find out who the “street name” holders are?
Typically, “street name” beneficial owners are not identifiable. However, an issuer may be able to identify a portion of the “street” population by obtaining a listing of Non-Objecting Beneficial Owners (“NOBO” list). An issuer can request a NOBO listing from Broadridge. The listing will indicate those beneficial owners who have instructed their broker that they do not object to the disclosing of certain ownership information about themselves. Beneficial owners that do object to the disclosure of certain ownership information about themselves are called Objecting Beneficial Owners. Non-Objecting Beneficial Owners and Objecting Beneficial Owners constitute the entire “street name” population. Consequently, a NOBO list will only provide the identities of a segment of the aggregate beneficial owner population.
What is the difference between Registered and “Street” share certificates?
When you purchase shares of a public company through a stockbroker, the broker typically keeps your certificates and registers them in “”street”” name. That means your stockbroker has the only record of your securities holdings and you must do any re-registration of your certificates through your stockbroker. If you don’t like that arrangement, you can request your stockbroker to register your shares with the corporation. The actual certificates will then be mailed to you or kept in safekeeping at your broker. A stock certificate is evidence of your ownership in a public corporation. It is a valuable document that deserves careful protection. If you take possession of your certificates, keep them in a secure place such as a safety deposit box. Replacing certificates is costly and inconvenient.
What is a “Medallion Guarantee”?
A Medallion Guarantee takes the form of a stamp and signature on a stock certificate or stock power and confirms that the signature on a certificate or stock power is genuine. A Medallion Guarantee is obtained from an eligible institution, such as a commercial bank, broker, trust company, etc. Only institutions participating in an officially recognized Medallion Guarantee program may provide this Medallion Guarantee.
What is DTCC?
DTCC stands for Depository Trust and Clearing Corporation. It is an American financial service company that provides clearing and settlement services for the financial markets.
What is Cede & Co.?
Cede & Co. is the nominee name for DTCC.
What is Broadridge?
Broadridge is a firm that many of the brokerages have contracted with to perform annual meeting mailings and proxy tabulations. Individual brokerage houses have out-sourced annual meeting processing to Broadridge. When a broker search is performed, the results often indicate that a large percentage of the proxy material is going to be delivered to Broadridge for further distribution to the beneficial holders of the various brokerages. Broadridge will mail the proxy material to beneficial shareholders and tabulate the proxy results. There exists a small percentage of brokerages that have not enlisted Broadridge to perform annual meeting processing.
When do I receive information on annual meetings and proxy voting?
Thirty to forty-five days before the company’s annual meeting, the transfer agent or your broker will mail you an annual report with a notice of the annual meeting and proxy statement. At the meeting, shareholders elect directors and act on matters such as management and shareholder proposals. If you can’t attend, you can vote by proxy with the cards included in the meeting announcement.
When do I receive my dividend payments?
Corporations that pay dividends will make payments on shares you hold on a record date specified by the Board of Directors (you must own shares on the record date to qualify for a dividend.) If you don’t receive your dividend check within three days of the payable date, you should contact your transfer agent for a replacement.
What should I do if my dividend check is lost or stolen?
If your dividend check is missing, contact the transfer agent immediately. After you authorize a stop payment order against the original check, the transfer agent will issue a replacement. Obviously, the original check is no longer valid.
How do I have dividends deposited directly to my bank?
Many companies offer direct deposit of dividends to the shareholder’s bank account. Check with the company’s transfer agent to determine if an Electronic Funds Transfer (EFT) is available.
What is “backup” withholding?
Federal law indicates that all shareowners must comply with IRS regulations requiring the submission of a taxpayer identification number or a Form W9 certifying that you are not subject to Backup Withholding. Unless the transfer agent has the required information, they must withhold 31% of dividend payments and sale proceeds at the time of payment.- What is Dividend Reinvestment?
Dividend Reinvestment Plans offer shareholders a convenient and simple method for buying more shares with minimal service fees. Typically, you reinvest all or part of your cash dividends, and you may have the option of making additional purchases by check or automatic withdrawal from your bank account. Participants receive periodic statements of account for tracking share transactions and account balances.
How can I obtain a copy of my 1099?A copy of a 1099 may be obtained by calling the transfer agent. You must provide your Social Security number and the name of the company.
What is Escheatment or Unclaimed Property?
Every state has unclaimed property laws which declare securities, and other assets to be abandoned after a period of inactivity of three to five years. During this abandonment period banks, brokerage firms, mutual funds, and other organizations are required to try to return the valuables to their rightful owners. If they are unsuccessful, they then turn the property over to the state’s abandoned-property division or unclaimed property office. The unclaimed property is returned to the state of the property owner’s last known address. If no address is known, it is returned to the state in which the business holding the funds is incorporated. The unclaimed property office then tries to find the rightful owners, by placing advertisements in newspapers and trying to trace the owners. Unfortunately, many states only advertise the new additions to their files. There is no time limit on claiming your property. Abandoned property has been reunited with its rightful owners 30, 40, and even 50 years after it was turned over to the state. Some states have unclaimed property dating to the late 1800s. If the owner of the property is deceased, the relatives can file for the unclaimed property. If you think there might be unclaimed property that belongs to you, call or write to the unclaimed property office in each state in which you or your deceased relatives have ever lived.
