UPC FAQ - General

What is a "transfer agent"?

A transfer agent maintains records of an issuer's stock and bond holders, records changes of ownership, issues or cancels certificates, and resolves problems arising from lost, destroyed, or stolen certificates.

 

Are there any rules that apply to transfer agents?
Yes. Transfer agents are governed by Section 17A of the Securities Exchange Act of 1934 and the rules thereunder.

 

What is a "registrar"?

A registrar is responsible for keeping track of the owners of bonds and the issuance of stocks. Working with the transfer agent, the registrar keeps current files of the owners of a bond issue and the stockholders in a corporation. The registrar ensures that no more than the authorized amount of stock is in circulation.

 

What is an "ADR"?

An ADR, or American Depositary Receipt, is a U.S. security that represents an ownership interest in a trust composed of a large number of shares of a foreign security. A U.S. bank creates an ADR based on evidence of ownership of a specified number of shares in the foreign security, while the underlying shares are held in a depositary in the issuing company's home country. U.S. investors may effectively buy shares in the foreign company in the form of an ADR. The certificate, transfer, and settlement practices for ADRs are identical to those for U.S. securities.

 

What does "TSO" stand for?

TSO can be an abbreviation for Total Shares Outstanding, meaning the number of shares of a company's stock issued and in the hands of shareholders. Total shares outstanding can usually be found listed on company balance sheets as "Capital Stock Issued and Outstanding."

 

What is a CUSIP number?

A CUSIP (Committee on Uniform Security Identification Procedures) number is a unique nine-character alpha/numeric code appearing on the face of each stock certificate that is assigned to a security by Standard & Poor's Corporation. The number is used to expedite clearance and settlement.

 

What instances require a change in the CUSIP number?

A CUSIP number is assigned to each issue and may need to be changed when there is a Corporate Action. If there is a corporate action, a company will also be required to fill out the OTC Equity Issuer Notification form (PDF) as well as the OTC Equity Name Change / Stock Split Request form (PDF) to cover those particular corporate actions. Other corporate actions include, but are not limited to: mergers/acquisitions, spin-offs, holding company formations, and dividends

 

If there is a question as to whether an issuer needs to request a new CUSIP number, the company should contact the CUSIP Service Bureau directly at (212) 438-6565.

 

How can I obtain a copy of the Daily Lists?
There are two Daily Lists available: the OTCBB Daily List and the Other-OTC/Portal Daily List. They are available each day on OTCBB.com.