General UPC Frequently Asked Questions (FAQ)


General Questions

  1. What is a "transfer agent"?
  2. Are there any rules that apply to transfer agents?
  3. What is a "registrar"?
  4. What is an "ADR"?
  5. What does "TSO" stand for?
  6. What is a CUSIP number?
  7. What instances require a change in the CUSIP number?
  8. How can I obtain a copy of the Daily Lists?
  9. Who is the" shareholder of record"?
  10. Who is the beneficial owner?
  11. What is meant by "street name"?
  12. What is a "due bill"?
  13. What is a "due bill redemption date"?
  14. What information must be submitted to be in compliance with SEA Rule 10b-17?
  15. Where can I find the required forms to submit for company-related actions such as stock splits, bankruptcies, liquidations, dividends, spin-offs, name changes, symbol change requests, etc.?
  16. How do I submit the form(s)?

 

General Questions

 

1. 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.
2. 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.
3. 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.
4. 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.
5. 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."
6. 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.
7. 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 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.
8. 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.
9. Who is the" shareholder of record"?
The individual or entity that an issuer carries on its books as the registered holder (not necessarily the beneficial owner) of the issuer's securities.
10. Who is the beneficial owner?
A person who benefits from ownership of a security or mutual fund. Shares or title may be held by a bank or broker for safety and convenience, or in "street name" to expedite transactions, but the actual owner is the beneficial owner.
11. What is meant by "street name"?
A term given to securities held in the name of a broker on behalf of a customer. This arrangement allows shares to be transferred easily. If the stock were registered in the customer's name rather than the broker's name, physical certificates would need to be transferred.
12. What is a "due bill"?
A promissory note that is physically attached to a stock that is traded between the record date and payment date. The due bill confirms the rightful owner of the additional securities being issued in the distribution.
13. What is a "due bill redemption date"?
The date on which all outstanding due bills must be redeemed for the securities being distributed.
14. What information must be submitted to be in compliance with SEA Rule 10b-17?
SEA Rule 10b-17 prescribes information that must be included in the notice, including, but not limited to: the title of the security; date of declaration; record date; payment or distribution date; for cash distributions, the amount to be paid per share; for distribution of securities, generally the amount of the security outstanding immediately prior to and immediately following the dividend or distribution and the rate of the dividend or distribution; details of any condition that must be satisfied to enable the payment or distribution; and additional details relating to stock or reverse splits. Issuers should review the text of SEA Rule 10b-17 to fully understand their obligation, which may be amended from time to time.
15. Where can I find the required forms to submit for company-related actions such as stock splits, bankruptcies, liquidations, dividends, spin-offs, name changes, symbol change requests, etc.?
All forms required to be submitted by issuers and transfer agents can be found on our site.
16. How do I submit the form(s)?
Currently, the forms and attachments can be submitted in the following manners:
     Email:OTCcorpactions@finra.org
 Fax:(202) 689-3533
 Parcel:FINRA
Operations, 5th Floor
9509 Key West Avenue
Rockville, MD 20850