What's a transfer agent?
A transfer agent for a company keeps a record of every outstanding stock
certificate and the name of the person to whom it is registered. When
stock is transferred from one person or entity to another the transfer
agent transfers the ownership of the stock and records the transaction.
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How do I transfer shares to someone else?
1. Complete and sign the back of the stock certificate or separate stock
power which must be endorsed by all registered owners. All signatures
must be guaranteed by a financial institution that is a member of the
Medallion Stamp Program.
2. Forward the above completed requirements along
with your certificate(s) to:
Transfer Online, Inc.
512 SE Salmon Street
Portland, OR 97214
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How do I replace Lost or Stolen Certificates?
Notify Transfer Online in writing describing the lost certificate and
nature of the loss. We will then send you the appropriate forms.
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How do I contact the Issuer?
Use our corporate listings page to identify the issuer for contact information.
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What is Rule 144?
When you acquire restricted securities or hold control securities,
you must find an exemption from the SEC's registration requirements
to sell them in the marketplace. Rule 144 allows public resale of
restricted and control securities if a number of conditions are met.
This overview tells you what you need to know about selling your
restricted or control securities. It also describes how to have a
restrictive legend removed.
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What are restricted and control securities?
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.
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What are the conditions of Rule 144?
If you want to sell your restricted or control securities to the public, you
can follow the conditions set forth in Rule 144. The rule is not the exclusive
means for selling restricted or control securities, but provides a "safe harbor"
exemption to sellers. The rule's five conditions are summarized below:
- Holding Period. Before you may sell restricted securities in the marketplace,
you must hold them for at least one year. The one-year period holding period begins
when the securities were bought and fully paid for. The holding period only applies
to restricted securities. Because securities acquired in the public market are not
restricted, there is no holding period for an affiliate who purchases securities of
the issuer in the marketplace. But an affiliate's resale is subject to the other
conditions of the rule.
Additional securities purchased from the issuer do not affect the holding period of previously
purchased securities of the same class. If you purchased restricted securities from another
non-affiliate, you can tack on that non-affiliate's holding period to your holding period.
For gifts made by an affiliate, the holding period begins when the affiliate acquired the
securities and not on the date of the gift. In the case of a stock option, such as one an
employee receives, the holding period always begins as of the date the option is exercised
and not the date it is granted.
- Adequate Current Information. There must be adequate current information about the issuer
of the securities before the sale can be made. This generally means the issuer has complied
with the periodic reporting requirements of the Securities Exchange Act of 1934.
- Trading Volume Formula. After the one-year holding period, the number of shares you may
sell during any three-month period can't exceed the greater of 1% of the outstanding
shares of the same class being sold, or if the class is listed on a stock exchange or
quoted on Nasdaq, the greater of 1% or the average reported weekly trading volume during
the four weeks preceding the filing a notice of the sale on Form 144. Over-the-counter
stocks, including those quoted on the OTC Bulletin Board and the Pink Sheets, can only
be sold using the 1% measurement.
- Ordinary Brokerage Transactions. The sales must be handled in all respects as routine
trading transactions, and brokers may not receive more than a normal commission. Neither
the seller nor the broker can solicit orders to buy the securities.
- Filing Notice With the SEC. At the time you place your order, you must file a notice with
the SEC on Form 144 if the sale involves more than 500 shares or the aggregate dollar amount
is greater than $10,000 in any three-month period. The sale must take place within three months
of filing the Form and, if the securities have not been sold, you must file an amended notice.
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Can the securities be sold publicly if the conditions of Rule 144 have been met?
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. Only a transfer agent can remove
a restrictive legend. But the transfer agent won't remove the legend unless you've obtained the consent
of the issuer—usually in the form of an opinion letter from the issuer's counsel—that the restricted
legend can be removed. Unless this happens, the transfer agent doesn't have the authority to remove
the legend and execute the trade in the marketplace.
To begin the process, an investor should contact the company that issued the securities, or the transfer
agent of the company's securities, to ask about the procedures for removing a legend. Since removing the
legend can be a complicated process, if you're considering buying or selling a restricted security, it would
be wise for you to consult an attorney who specializes in securities law.
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What if a dispute arises over whether I can remove the Legend?
If a dispute arises about whether a restricted legend can be removed, the SEC will not intervene.
The removal of a legend is a matter solely in the discretion of the issuer of the securities.
State law, not federal law, covers disputes about the removal of legends. Thus, the SEC will not
take action in any decision or dispute about removing a restrictive legend.
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How do I lift restrictions?
Shares which have been held for the appropriate time period can have
the restriction removed when the certificate is submitted with the proper
documentation. Upon receipt and pending approval from the corporation
the restriction will be removed and a new certificate issued.
Please contact
Transfer Online for additional information.
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How should I send my certificates?
Certificates can be sent by U.S. Mail, or some form of express service.
If your certificate is lost in transit, you will have to have it replaced
through the surety company at a 2% premium. You may wish to send the shares
by insured mail if the cost to replace the shares would be considerable.
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How many shares do I have?
If you are a current shareholder of one of Transfer Online's issuers,
you may login to our system and view current information about your holdings.
Only shareholders of record have access to these features. If you hold
your shares in street name, this information can be accessed through your
broker.
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How do I change my address?
If you are a current shareholder of one of Transfer Online's issuers,
you may login to our system and change your address information. Only
shareholders of record have access to these features.
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How do I sell my stock?
Shares can be sold through a brokerage account or private transaction.
We do not buy or sell shares.
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How can I find out if an old stock certificate has value?
An old stock certificate may still be valuable even if the stock no longer
trades under the name printed on the certificate. The company may have
merged with another company or simply changed its name. You can use the
resources below to find out if an old stock certificate has value as well
as if you have an old bond certificate. These resources may be found at
public libraries, stock exchanges, or stockbrokers' offices. Please note
that even if you learn that a certificate has no value, you may find that
the certificate itself has value as a collectable.
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What is a medallion signature guarantee?
A program developed by the Securities Transfer Association to meet the
requirements of a rule set forth by the Securities and Exchange Commission
which broadened the number and type of financial institutions eligible
to guarantee signatures. By medallion guaranteeing the stock to be sold,
assigned and transferred, the guarantor is taking financial responsibility
if the transfer is completed fraudulently.
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Where can I get a medallion stamp?
A medallion signature guarantee may be obtained from a bank, brokerage
firm, credit union or savings and loan institution that is members of
the medallion stamp program.
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Is this the same as a notary stamp?
A notary stamp does not provide protection for the investor, the issuer
or the transfer agent against fraud. The notary stamp is not an acceptable
form of signature guarantee.
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What is the OTC Bulletin Board (OTCBB)?
The OTC Bulletin Board (OTCBB) is an electronic quotation system that displays
real-time quotes, last-sale prices, and volume information for many over-the-counter
securities that are not listed on The Nasdaq Stock Market or a national securities
exchange. Brokers who subscribe to the system can use the OTCBB to look up prices
or enter quotes for OTC securities. Although the National Association of Securities
Dealers, Inc. oversees the OTCBB, the OTCBB is not part of The Nasdaq Stock Market.
Fraudsters often claim that an OTCBB company is a Nasdaq company to mislead investors
into thinking that the company is bigger than it actually is.
Under the OTCBB's eligibility rule, companies that want to have their securities quoted on
the OTCBB must file current financial reports with the SEC or with their banking or insurance regulators.
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What are "Pink Sheets"?
The "pink sheets"—named for the color of paper they've historically been printed on - are
daily listings of price quotes for companies that trade in the over-the-counter market
(OTC market). "Market makers"—the brokers who commit to buying and selling the securities
of OTC issuers—can use the pink sheets to publish bid and ask prices. A company named Pink
Sheets LLC, formerly known as the National Quotation Bureau, publishes the pink sheets in
both hard copy and electronic format. Pink Sheets LLC is not registered with the SEC as stock
exchange, nor does the SEC regulate its activities.
With the exception of a few foreign issuers, the companies quoted in the pink sheets tend to be
extremely small and thinly traded. Most do not meet the minimum listing requirements for trading
on a national exchange, such as the New York Stock Exchange or the Nasdaq Stock Market. And many
of these companies do not file reports or audited financial statements with the SEC. It can be very
difficult for investors to find reliable, unbiased information about companies quoted in the pink sheets.
For all of these reasons, companies quoted in the pink sheets can be among the most risky investments.
That’s why you should take extra care before investing in a company quoted exclusively in the pink sheets.
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What is a "Market Maker"?
A "market maker" is a firm that stands ready to buy and sell a particular stock on a regular and
continuous basis at a publicly quoted price. You'll most often hear about market makers in the
context of the Nasdaq or other "over the counter" (OTC) markets. Market makers that stand ready
to buy and sell stocks listed on an exchange, such as the New York Stock Exchange, are called
"third market makers." Many OTC stocks have more than one market-maker.
Market-makers generally must be ready to buy and sell at least 100 shares of a stock they make a market
in. As a result, a large order from an investor may have to be filled by a number of market-makers at
potentially different prices.
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What is Transfer On Death registration?
Transfer on death (TOD) registration allows you to pass the securities
you own directly to another person or entity (your "TOD beneficiary")
upon your death without having to go through probate. By setting up
your account or having your securities registered this way, the executor
or administrator of your estate will not have to take any action to
ensure that your securities transfer to whomever you have designated.
However, TOD beneficiaries must take steps to re-register the securities
in their names. This typically involves sending a copy of the death
certificate and an application for re-registration to the transfer agent.
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