Transfer Agent Services
In addition to the escrow services described on our home page we are please to assist you with the following.
Restricted stock certificates always have a legend that identifies them immediately as restricted. The purpose of a restrictive legend is to prevent anybody trying to transfer ownership that would be in violation of any securities legislation or contractual agreements.
Any certificates bearing a restrictive legend cannot be transferred or sold until the securities expressed by the certificates are: sold in accordance with the appropriate regulatory restrictions, or are no longer under any regulations or contractual restrictions. However, even if your certificate does not bear any legend it does not necessarily mean your stock is unrestricted.
Rule 144 was modified by the Securities and Exchange Commission on December 17, 2007. The new rules eliminated the 144(k) exemptions and reduced the holding periods for fully reporting issuers of non-shell companies.
If you own shares in a fully reporting and non-shell company, it is possible that you can transfer your stock if you have owned it for more than six months but less than one calendar year. You must do this with a broker and they can facilitate in helping you move the restriction from the certificate.
A non-affiliate that has owned securities in a fully non-shell company for over a year, can remove a legend from a certificate directly through TA Escrow.
For non-reporting company restriction removals you are required to take legal advice, that is assuming there is an exemption under Rule 144.
To remove a 144 restriction on securities that has been held over 12 months, you need to submit the following:
The original certificate with the Restriction Removal Instructions.
A 144 Sellers Rep Letter.
A legal opinion if required.
The required transfer fees per certificate issued and per certificate canceled plus restricted legend removal legal fees.
Return shipment information, including applicable fees as specified in the transfer instructions letter.
Public companies are able to file statements with SEC that permit shareholders to remove restricted legends and then allow the selling of existing share of restricted stock.
These statements are classed as selling registration statements, with the proviso that any shares that are not sold are issued back into the name of the shareholder with a restriction placed upon it.
Once a registration statement has been filed with SEC for the securities and is still affective , then you need to submit the following in order to free up the stock once the shares have been sold:
The certificate with the transfer instruction letter and an acceptable medallion signature guarantee.
A confirmation of sale letter signed by the shareholder or brokerage company, attesting that the shares have been sold as laid down in the prospectus delivery requirements.
A copy of the registration statement listing the shares.
The required transfer fees per certificate issued and per certificate cancelled plus restricted legend removal legal fees.
Return shipping details, including relevant fees as laid down in the transfer instruction letter.
Lost Stock Certificates
To replace any lost share certificates can be extremely involved and costly, TA Escrow recommend that owners investigate thoroughly through all their records or immediately contact their brokers to try and track down the elusive certificates before filing for any replacements.
Lost Certificate Replacement Process
If you are not successful in your search then the following is the replacement process:
To initiate the process, you must send the Lost Securities Form Letter detailing the details and reasons for loss of the certificate to TA Escrow Limited in order for us to place stop on the certificate.
It must be noted that persons who have authorized TA Escrow to initiate such action and subsequently find their lost certificate will be subject to a $50 recovery-filing fee, we therefore recommend all shareholder took search thoroughly before they contact us.
Upon receipt of the Lost Securities Letter, TA Escrow will issue instructions and two lost securities bond affidavits to the shareholder. Both of the affidavits need to be signed, notarized, and returned to us with the appropriate fees, before we can issue a replacement stock certificate.
In most cases, this can be done within one to three business after receipt of the affidavits and cleared US funds. If the value of the securities is over $50,000 the registered owner will have to provide supporting financial documents of at least double the stock value. A co-signatory may also provide supporting financials if the registered holder is unable to do so.
Before you initiate the start of the process to replace your lost certificate it is best to consider the value of the shares. The fees associated to replace a lost securities certificate include an open-ended surety bond, based on the percentage of the market value of the stock.
Finding a Lost Certificate
As previously state shareholders that authorize TA Escrow to start the process of a lost certificate then eventually find the missing document will be fined $50 for a recovery-filing fee to reactivate the shares.
To retrieve their lost documentation with TA Escrow, the owner of the shares will need to supply the applicable fees and a signed letter stating that the certificate was found.
Once this is all received, TA Escrow will reactivate the certificate and remove the stop previously placed.