Stock transfer agent
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A stock transfer agent or share registry is a company, usually a third party unrelated to stock transactions, which cancels the name and certificate of the shareholder who sold the shares of stock, and substitutes the new owner's name on the official master shareholder listing. Stock transfer agent is the term used in the United States and Canada. Share registry is used in the United Kingdom, Australia and New Zealand. Transfer secretary is used in South Africa.
Public companies typically use transfer agents to keep track of the individuals and entities that own their stocks and bonds. Most transfer agents are also banks or trust companies, but sometimes a company acts as its own transfer agent.
Transfer agents perform three main functions:
- Issue and cancel certificates to reflect changes in ownership. For example, when a company declares a stock dividend or stock split, the transfer agent issues new shares. Transfer agents keep records of who owns a company's stocks and bonds and how those stocks and bonds are held—whether by the owner in certificate form, by the company in book-entry form, or by the investor's brokerage firm in street name. They also keep records of how many shares or bonds each investor owns.
- Act as an intermediary for the company. A transfer agent may also serve as the company's paying agent to pay out interest, cash and stock dividends, or other distributions to stock- and bondholders. In addition, transfer agents act as proxy agent (sending out proxy materials), exchange agent (exchanging a company's stock or bonds in a merger), tender agent (tendering shares in a tender offer), and mailing agent (mailing the company's quarterly, annual, and other reports).
- Handle lost, destroyed, or stolen certificates. Transfer agents help shareholders and bondholders when a stock or bond certificate has been lost, destroyed, or stolen. Also a medallion signature stamp officer is the transfer agent.
- In the UK, Registrars perform a similar role, although there is no medallion stamp signature process.
A public company usually only designates one company to transfer its stock. Stock transfer agents also run annual meetings as inspector of elections, proxy voting, and special meetings of shareholders. They are considered the official keeper of the corporate shareholder records.
The shares are issued in "street name" which is the term given to securities held in the name of a financial intermediary (such as brokerage, custodian bank, securities depositary, or a nominee of any of them) on behalf of a customer, usually done to facilitate subsequent transactions. Shares held in "Street name", usually Cede & Co., refers to shares which have a beneficial shareholder who maintain their ownership indirectly through a brokerage. Street name holders are not registered holders; they must exercise shareholder rights by obtaining proxies from the legal entity which is a holder of record.
Stock transfer agents in the United States verify that owners of stock are genuine through the use of signature guarantees. This is often referred to as a "Medallion Signature Guarantee". A signature guarantee is a warranty by the signature guarantor that the endorser of a stock certificate or stock power form is an appropriate person to endorse and thus transfer the security. Signatures on a stock certificate or stock power must have the medallion guarantee. A medallion guarantee is also used to validate the genuineness of a securities transaction document (typically a stock certificate). It is backed by a bond and protects the issuer of the security and their transfer agent from fraudulently transferred securities. A medallion guarantee may be obtained from most major banks, brokerage firms or credit unions.
- "Supplementary information". Computershare. 26 February 2002. Retrieved 8 September 2010.
- "SEC.gov | Transfer Agents". www.sec.gov. Retrieved 2017-09-18. This article incorporates text from this source, which is in the public domain.
- "SEC.gov - Signature Guarantees: Preventing the Unauthorized Transfer of Securities". www.sec.gov.
- "Transfer Agents". www.sec.gov.