Capital Transfer Agency FAQs
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The book based system is the term used for the shares that are traded between brokers and other financial institutions within a common depository. The Canadian Depository for Securities (“CDS”) maintains the book based system in Canada and for a security to become eligible the security must have an ISIN number and be transferable in physical form by a CDS eligible transfer agent in a city where CDS has an office. There are other informational requirements and for further information contact the Eligibility Coordinator, Corporate Changes at CDS.
As your transfer agent, we will keep a current listing of your shareholders of record and their ownership positions. We will update this daily based upon transfer requests processed and other file maintenance information we receive, such as address or name changes.
In a word, complete. Prior to your meeting, we will contact you and provide you with all the requirements for your meeting and set up a timetable of events. We understand the importance of the meeting and will leave nothing to chance.
Among the services we can provide are:
- a record date listing of shareholders eligible to vote
- broker search to determine the number of street-name holders of your stock
- broker fulfillment to be certain sufficient sets of your annual meeting materials are in the hands of the brokers
- mailing services to registered holders
- tabulation services to ensure an accurate independent tally
- inspector of election services should you feel an independent party should be present at your meeting
Capital will need the basics. Among the items you should be prepared to provide are:Issuer Name
- Issuer Name
- Address and telephone number for corporate contact
- The underwriter(s) and/or corporate counsel
- Information related to the security such as the CUSIP number, exchange listing and symbol and information about the offering; including the effective date, the price range and the closing location. If there are selling shareholders we will need complete information on these. We can assist you with many of these items and we are very pleased to address your questions.
Brokers are obligated to pass annual materials, including a proxy, to all of their clients holding stock in your company. To accomplish this, most hire Broadridge. Broadridge will obtain the appropriate number of sets of materials and forward them to the street-name holders. Voted proxies are returned to Broadridge which tabulates the vote and forwards this to the transfer agent for inclusion with the other votes being gathered for the Meeting. Broadridge will present the company with a separate bill for its forwarding services.
The Canadian Depository for Securities Limited is Canada’s national securities depository, clearing and settlement hub, CDS supports Canada’s equity, fixed income and money markets, handling over 50 million securities trades annually. CDS settles over 13 million cross-border transactions with the U.S. annually and has custodial relationships with the Depository Trust Company, Japan Securities Settlement & Custody Inc. and Euroclear France.
Depository Trust Company (DTC) is basically an electronic storage and clearing house for securities. A large portion of the stock held in street name is held by DTC in electronic or “book” form, registered under the nominee name of CEDE & Co. You will find that upwards of 70% of your stock will be held in street name and much of this will be registered as CEDE. DTC provides the banks, brokerage firms and other institutions with an efficient means of moving securities and settling trades electronically.
DTC or Depository Trust Company is the American equivalent to CDS and operates the book-based system in the United States. They have similar eligibility requirements as CDS.
The registered owner of shares is the shareholder of record on the books of the corporation, generally kept by the transfer agent. The registered owner may be an individual, a trust, a broker, etc. Registered owners receive communications, proxies, dividends, etc. directly from the corporation through the transfer agent. A registered owner differs from a “street name” owner.
Advise us immediately of any change to the directors and officers of the corporation. This document provides us with a clear direction as to who can act on behalf of the company. The company can advise us of any changes to the list by executing and mailing a Certificate of Incumbency and a Certified List of Officers and Directors to Capital. Pro forma forms are attached.
The following must be provided to shareholders:
Notice of the time and place of meeting
Form of proxy
Information circular, the contents of which will be dictated by the nature of the business to be brought before a meeting Y/E Financial Statements
Quarterly financial statements, unless a supplemental mailing list request form has been supplied to all shareholders, in which case, only those shareholders who reply are required to receive statements.
Other documents may be required to accompany the above, depending on the jurisdictions in the company is a reporting issuer.
The shareholder should contact our office. We will place a “stop” on our records to prevent the certificate from being transferred. We will also supply the shareholder with the forms required for obtaining a replacement certificate. A surety bond will be required. The shareholder will have to pay a premium for this bond; the cost is generally 3% of the value of the certificate lost.
Securities held in a broker account and registered in the name of the broker or other institution is referred to as being “in street name.” As the manager of a public company, you will see the broker, for example, as the registered shareholder of your stock. One broker position will represent any number of individual owners (beneficial owners), most of whom will remain anonymous to you.
CUSIP stands for Committee on Uniform Securities’ Identification Procedures. A CUSIP number specifically identifies a particular security. This number is particularly important within the broker community in that brokers make all identification of securities by the CUSIP number. All issuers are required to obtain a CUSIP for each security issued.