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2000 - Rules and Regulations
{{4-30-99 p.2705}}
PART 341—REGISTRATION OF SECURITIES TRANSFER AGENTS
Sec.
341.1
Scope.
341.2
Definitions.
341.3
Registration as securities transfer agent.
341.4
Amendments to registration.
341.5
Withdrawal from registration.
341.6
Reports.
341.7
Delegation of authority.
AUTHORITY: Secs. 2, 3, 17, 17A and 23(a), Securities Exchange Act
of 1934, as amended. (15 U.S.C.
78b, 78c,
78q,
78q-1 and
78w(a)).
SOURCE: The provisions of this Part 341 appear at 47 Fed. Reg.
38106, August 30, 1982, effective September 30, 1982, except as
otherwise noted.
§ 341.1 Scope.
This part is issued by the Federal Deposit Insurance
Corporation (the "FDIC") under sections 2, 3(a)(34)(B), 17, 17A
and 23(a) of the Securities Exchange Act of 1934 (the "Act"), as
amended (15 U.S.C. 78b, 78c(a)(34)(B), 78q, 78q-1 and 78w(a)) and
applies to all insured nonmember banks, or subsidiaries of such banks,
that act as transfer agents for securities registered under section 12
of the Act (15 U.S.C.
78l), or for securities exempt from
registration under subsections (g)(2)(B) or (g)(2)(G) of section 12 (15
U.S.C. 78l(g)(2)(B) and (G)) (securities of investment
companies, including mutual funds, and insurance companies). Such
securities are "qualifying securities" for purposes of this part.
[Codified to 12 C.F.R. § 341.1]
§ 341.2 Definitions.
For the purpose of this part, including all forms and
instructions promulgated for use in connection herewith, unless the
context otherwise requires:
(a) The term "transfer agent" means any person who engages on
behalf of an issuer of qualifying securities or on behalf of itself as
an issuer of qualifying securities in (1) countersigning such
securities upon issuance; (2) monitoring the issuance of such
securities with a view to preventing unauthorized issuance, a function
commonly performed by a person called a registrar; (3) registering the
transfer of such securities; (4) exchanging or converting such
securities; or (5) transferring record ownership of securities by
bookkeeping entry without physical issuance of such securities
certificates. The term "transfer agent" includes any person who
performs these functions as a co-transfer agent with respect to equity
or debt issues, and any person who performs these functions as
registrar or co-registrar with respect to debt issued by corporations. Note.--The following examples are illustrative of the kinds of
activities engaged in by transfer agents under this part.
1. A transfer agent of stock or shares in a mutual fund maintains
the records of shareholders and transfers stock from one shareholder to
another by cancellation of the surrendered certificates and issuance of
new certificates in the name of the new shareholder. A co-transfer
agent also performs these functions.
2. A registrar of stock or shares in a mutual fund monitors the
issuance of such securities to prevent over-issuance of shares,
affixing its signature of each stock certificate issued to signify its
authorized issuance. A co-registrar also performs these functions.
3. A registrar of corporate debt securities maintains the records of
ownership of registered bonds; makes changes in such records; issues,
transfers, and exchanges such certificates; and monitors the securities
to prevent over-issuance of certificates. A co-registrar also performs
these functions.
(b) The term "Act" means the Securities Exchange Act of 1934.
(c) The acronym "ARA" means the appropriate regulatory
agency, as defined in section
3(a)(34)(B) of the Act.
(d) The phrase "Federal bank regulators" means the Office of
the Comptroller of the Currency, the Board of Governors of the Federal
Reserve System, and the Federal Deposit Insurance
Corporation.
{{4-30-99 p.2706}}
(e) The term "Form TA-1" means the form and any attachments
to that form, whether filed as a registration or an amendment to a
registration.
(f) The term "registrant" means the entity on whose behalf
Form TA-1 is filed.
(g) The acronym "SEC" means the Securities and Exchange
Commission.
(h) The term "insured nonmember bank" means a bank whose
deposits are insured by the Federal Deposit Insurance Corporation and
that is not a member of the Federal Reserve System.
(i) The term "qualifying securities" means:
(1) Securities registered on a national securities exchange;
(2) Securities issued by a company or bank with 500 or more
shareholders and $1 million or more in total assets, except
for securities exempted from registration with the SEC by section
12(g)(2) (C, D, E, F and H) of the Act.
[Codified to 12 C.F.R. § 341.2]
§ 341.3 Registration as securities transfer agent.
(a) Requirement for registration. Any insured nonmember
bank which performs any of the functions of a transfer agent as
described in § 341.2(a) with respect to qualifying securities shall
register with the FDIC in the manner indicated in this section.
(b) Application to register as transfer agent. An
application for registration under section 17A(c) of the Act, of a
transfer agent for which the FDIC is the appropriate regulatory agency,
as defined in section 3(a)(34)(B)(iii) of the Act, shall be filed with
the FDIC at its Washington, D.C. headquarters on Form TA-1, in
accordance with the instructions contained therein.
(c) Effective date of registration. Registration shall
become effective 30 days after the date an application on Form TA-1 is
filed unless the FDIC accelerates, denies, or postpones such
registration in accordance with section 17A(c) of the Act. The
effective date of such registration may be postponed by order for a
period not to exceed 15 days. Postponement of registration for more
than 15 days shall be after notice and opportunity for hearing. Form
TA-1 is available upon request from the Review Unit, Division of
Supervision, FDIC, Washington, D.C. 20429.
[Codified to 12 C.F.R. § 341.3]
[Section 341.3 amended at 60 Fed. Reg. 31384, June 15,
1995, effective June 18, 1995]
§ 341.4 Amendments to registration.
(a) Within 60 calendar days following the date on which any
information reported on Form TA-1 becomes inaccurate, misleading or
incomplete, the registrant shall file an amendment on Form TA-1
correcting the inaccurate, misleading or incomplete information.
(b) The filing of an amendment to an application for registration
as a transfer agent under § 341.3, which registration has not become
effective, shall postpone the effective date of the registration for 30
days following the date on which the amendment is filed unless the FDIC
accelerates, denies, or postpones the registration in accordance with
section 17A(c) of the Act.
[Codified to 12 C.F.R. § 341.4]
[Section 341.4 amended at 52 Fed. Reg. 1182, January 12,
1987]
§ 341.5 Withdrawal from registration.
(a) Notice of withdrawal from registration. Any
transfer agent registered under this part that ceases to engage in the
functions of a transfer agent as defined in § 341.2(a) shall file a
written notice of withdrawal from registration with the FDIC. A
registered transfer agent that ceases to engage in one or more of the
functions of transfer agent as defined in § 341.2(a), but continues
to engage in another such function, shall not withdraw from
registration.
(b) A notice of withdrawal shall be filed with the FDIC at its
Washington, D.C. headquarters. Deregistration shall be effective upon
receipt of notice of withdrawal by the
{{10-30-98 p.2707}}FDIC. A Request for
Deregistration form is available from the Review Unit, Division of
Supervision, FDIC, Washington, D.C. 20429.
(c) If the FDIC finds that any registered transfer agent for which
it is the ARA, is no longer in existence or has ceased to do business
as a transfer agent, FDIC shall cancel or deny the registration by
order of the Board of Directors.
(d) Registration of a transfer agent with another ARA shall cancel
registration of the transfer agent with FDIC.
[Codified to 12 C.F.R. § 341.5]
[Section 341.5 amended at 60 Fed. Reg. 31384, June 15,
1995, effective June 18, 1995]
§ 341.6 Reports.
Every registration or amendment filed under this section shall
constitute a "report" or "application" within the meaning
or sections 17, 17A(c), and 32(a) of the Act.
[Codified to 12 C.F.R. § 341.6]
§ 341.7 Delegation of authority.
(a) Except as provided in paragraph (b) of this section, authority
is delegated to the Director and Deputy Director (DOS) and, where
confirmed in writing by the Director, to an associate director and the
appropriate regional director and deputy regional director, to act on
disclosure matters under and pursuant to sections 17 and 17A of the
Securities Exchange Act of 1934 (15 U.S.C. 78).
(b) Authority to act on disclosure matters is retained by the Board
of Directors when such matters involve exemption from registration
requirements pursuant to section 17A(c)(1) of the Securities Exchange
Act of 1934 (15 U.S.C.
78q--1(c)(1)).
[Codified to 12 C.F.R. § 341.7]
[Section 341.7 added at 63 Fed. Reg. 44750, August 20, 1998,
effective October 1, 1998]
FORM TA-1
TRANSFER AGENT REGISTRATION AND AMENDMENT FORM
DISCLOSURE OF ESTIMATED REPORTING BURDEN
Public reporting for this collection of information is estimated to
average 1.25 hours per registration, and 10 minutes per updating
amendment, including the time for reviewing instructions, searching
existing data sources, gathering and maintaining the data needed, and
completing and reviewing the collection of information. Send comments
regarding this burden estimate or any other aspect of this collection
of information, including suggestions for reducing this burden, to: Secretary, Board of Governors of the Federal Reserve System,
Washington, DC 20551; or Assistant Executive Secretary (Regulatory Analysis), FDIC, Room
F-4062, Washington, DC 20429; or Legislative and Regulatory Analysis Division, Office of the
Comptroller of the Currency, Washington, DC 20219;
and to the Office of Management and Budget, ATTN: Paperwork
Reduction Project (7100-0099, 1557-0124, 3064-0026), Washington, DC
20503.
INSTRUCTIONS FOR USE
GENERAL: Form TA-1 is to be used to register or
amend registration as a transfer agent with the Comptroller of the
Currency, the Board of Governors of the Federal Reserve System, or the
Federal Deposit Insurance Corporation pursuant to Section 17A of the
Securities Exchange Act of 1934.
{{10-30-98 p.2708}}
ATTENTION: Certain statutes applicable to transfer
agents are referenced or summarized below. Transfer agents are urged to
review all applicable provisions of the Federal securities laws.
Part I General Instructions for Filing and Amending Form
TA-1
A. Terms and Abbreviations. The following terms
and abbreviations are used throughout these instructions.
1. "Act" refers to the Securities Exchange Act of 1934.
2. "ARA" refers to the appropriate regulatory agency, as
defined in Section 3(a)(34)(B) of the Act. See General Instruction D on
page 2.
3. "Federal Bank Regulators" or "FBRs" refers to the
Office of the Comptroller of the Currency ("OCC"), the Board of
Governors of the Federal Reserve System ("FRB"), and the Federal
Deposit Insurance Corporation ("FDIC").
4. "Form TA-1" includes the Form and any attachments,
whether filed as a registration or an amendment.
5. "Registrant" refers to the entity on whose behalf Form
TA-1 is filed.
6. "SEC" refers to the Securities and Exchange Commission.
7. "Transfer agent" is defined in Section 3(a)(25) of the
Act as any person who engages on behalf of an issuer of securities, or
on behalf of itself as an issuer, in at least one of the functions
enumerated therein.
Examples of transfer agent functions include maintaining
records of securityholders, maintaining records of securities and
securities certificates issued, transferring ownership of securities,
countersigning securities upon issue, monitoring an issue of securities
to preclude over- or under-issuance, and the exchanging or converting
of securities. "Book-issue" securities (those where no securities
certificates are issued) are also included.
B. Who Must File. Under Section 17A(c)(1) of the
Act, it is unlawful for any transfer agent to perform any transfer
agent function with respect to any qualifying security unless that
transfer agent is registered with its ARA.
A "qualifying security" is any security registered
under Section 12 of the Act. Thus, qualifying securities include
securities registered on a national securities exchange pursuant to
Section 12(b) of the Act, as well as equity securities registered
pursuant to Section 12(g)(1) of the Act for issuers that have:
1. a class of equity securities (other than exempted
securities) held of record by 500 or more persons, and
2. total assets exceeding $10,000,000.
In addition, qualifying securities include equity
securities of registered investment companies and certain insurance
companies that would be required to be registered under Section 12(g)
except for the exemptions provided by subsections (g)(2)(B) (mutual
funds and investment companies) and (g)(2)(G) (insurance companies),
respectively, of Section 12, i.e., when the asset and
shareholder criteria of Section 12(g)(1)(B) are met.
C. When to File. Before a transfer agent may
perform any transfer agent function for a qualifying security, it must
register on Form TA-1 with its current ARA. Instructions for amending
Form TA-1 appear at General Instruction G, on page 3.
D. How and Where to File. Each registrant must file Form
TA-1 with its own current ARA. The FBRs will send copies of the
submitted filings to the SEC on behalf of their registrants.
A registrant may determine the name and address of its ARA
from the following:
1. A national bank or a bank operating under the Code of
Law for the District of Columbia, or a subsidiary of any such bank,
registers with the Comptroller of the Currency
at:
{{10-30-98 p.2709}}
Office of the Comptroller of the Currency
Administrator of National Banks
Asset Management Division
Stop 7-7
Washington, D.C. 20219
2. A state-chartered bank which is a member of the Federal
Reserve System, a subsidiary thereof, a bank holding company, or a
subsidiary of a bank holding company which is a bank other than a bank
specified in Items (1) or (3) of this section, registers with the
Board of Governors of the Federal Reserve System at:
Board of Governors of the Federal Reserve System
Specialized Activities Section
Stop 407
Washington, D.C. 20551
3. A state-chartered bank which is insured by the Federal
Deposit Insurance Corporation (other than a bank which is a member of
the Federal Reserve System), or a subsidiary thereof, registers with
the Federal Deposit Insurance Corporation at:
Federal Deposit Insurance Corporation
Division of Supervision
Securities, Capital Markets and Trust Branch
Room F-2078
Washington, D.C. 20429
For information, contact John F. Harvey, Trust Review
Examiner, 202/898-6762 Internet E-Mail: joharveyfdic.gov
4. All other transfer agents register with the
Securities and Exchange Commission, using the SEC's
version of Form TA-1, at:
Securities and Exchange Commission
Office of Applications and Report Services
Mail Stop A-2
Washington, D.C. 20549
E. Number of Copies. FBR registrants must file
the original and two copies of any registration or amendment with their
respective ARA.
The original copy of Form TA-1 must be manually signed and any
additional copies may be photocopies of the signed original copy. All
copies must be legible, on good quality 8-1/2 x 11 inch white paper.
The registrant must keep an exact copy of any filing for its records.
F. Effective Dates. Registration of a transfer
agent becomes effective forty-five days after receipt by the ARA of the
application for registration, unless the filing does not comply with
applicable requirements or the ARA takes affirmative action to
accelerate, deny, or postpone registration in accordance with the
provisions of Section 17A(c) of the Act.
G. Amending Registration. Each registrant must
amend Form TA-1 within sixty calendar days following the date on which
information reported therein becomes inaccurate, incomplete or
misleading.
Part II Special Instructions for Completing Form TA-1
General. Respond in full to all questions. If the
appropriate response to a question is "none", or "not
applicable", respond with "None" or "N/A", respectively.
Item 1. In determining which regulatory agency Form TA-1 is
filed with, refer to General Instruction D above, How and Where
to File, on page 2.
{{10-30-98 p.2710}}
Item 2. A filing on Form TA-1 is either an initial
registration or an updating amendment. If this is the first time a Form
TA-1 has ever been filed with the regulatory agency
indicated in Item 1, check the Registration block. If you are
changing information on an earlier Form TA-1 with the same agency,
check the Amendment block.
Item 3. The name of the "Registrant" is the current name
of the organization, such as a bank, trust company, bank
holding company, or a subsidiary organization. It is never the name of
a person. If the amendment reflects a name change of the
Registrant organization, the previous name is also to be indicated.
Item 4. The term "Financial Industry Number Standard"
("FINS" number) means a six-digit number assigned by The
Depository Trust Company ("DTC") to organizations engaged in
securities transactions. Registrants may determine if their
institution has a FINS number by telephoning the I.D. Operations at
DTC, phone 212/855-5436. Registrants that do not have a FINS number may
obtain one free of charge by writing to DTC, I.D. Operations, 55 Water
Street - 51st Floor, New York, New York 10041, stating its name,
address, and the type of business (such as "bank" or "non-bank
transfer agent").
Item 5. State the full street address of the Registrant's
principal or main office. This should be the headquarters or principle
administrative office of the Registrant, not necessarily the
"official" main office listed by bank regulators. A post office
box is not acceptable. The full nine-digit Zip Code (12345-6789) is
preferred. Do not enter the address of any servicer organization.
Item 6. If the mailing address is different from that given in
Item 5, state the full address to which the Registrant wants official
mail sent. A post office box is acceptable. The full nine-digit Zip
Code (12345-6789) is preferred.
Item 7. Provide a telephone number for the appropriate
individual or department at the Registrant to whom questions
may be addressed.
Item 8. Indicate the principal transfer agent location
of the Registrant where transfer agent processing takes
place, if different from Item 5. A post office box is not acceptable.
The full nine-digit Zip Code (12345-6789) is preferred. Do not enter
the address of any servicer organization.
Item 9. List any other locations of the Registrant
where transfer agent processing activities take place, if
different from Items 5 and 8. A post office box number is not
acceptable. Do not enter the address of any service company.
Item 10. The answer to this question should reflect all
securities transferred by the Registrant organization, in
all Divisions and/or locations of the Registrant, including
any Trust Department. If a Registrant transfers any securities other
than its own or those of an affiliate, the question should be answered
"No." If the Registrant transfers any mutual
funds, including "proprietary" mutual funds affiliated with a
bank or its parent company, Item 10 is to be answered
"No."
{{10-30-98 p.2711}}For purposes of this form,
a transfer agent is an "affiliate" of, or "affiliated"
with, a person if the transfer agent, directly or indirectly through
one or more intermediaries, controls or is controlled by, or is under
common control with, that person.
Item 11. If the Registrant contracts with an outside service
company to perform the functions of a transfer agent in the
Registrant's name, the outside service company must also be a
Registered Transfer Agent. In this arrangement, the outside service
company is often known as a "private label" transfer agent. Refer
the definition of a transfer agent in Item A.7. on page 1 for examples
of transfer agent functions. Any private label transfer
agent(s) used by the Registrant are to be listed in this item. Enter
the name of the private label servicer and its ARA-assigned Registered
Transfer Agent Number. Do not list any EDP servicers (such as
SEI, DST or SunGard), even if they maintain records for transfer agent
activities. If additional space is needed to answer this
question, photocopy the appropriate page of a blank Form TA-1, and
continue such answers thereon.
Item 12. If the Registrant performs any "private label"
transfer agent servicing for another Registered Transfer Agent (the
"Named" Transfer Agent), enter the name of the other Registered
Transfer Agent and its ARA-assigned Transfer Agent Number. For an
explanation of the term "private label", refer to Item 11.
If additional space is needed to answer this question, photocopy
the appropriate page of a blank Form TA-1, and continue such answers
thereon.
Items 13 through 16.
The name of the individual signing Form TA-1 shall be
stated in full (i.e., first name, middle name, and last
name). Initials are not acceptable, unless they are part of the
individual's legal name. Execution of Form TA-1 and
Amendments Thereto. Any officer or director of the Registrant may
execute Form TA-1 and any amendments thereto at Item 15 on behalf of
the Registrant.
Part III Notice.
Under Sections 17, 17A(c), and 23(a) of the Act and the rules and
regulations thereunder, the ARA's are authorized to solicit from
applicants for registration as a transfer agent and from registered
transfer agents the information required to be supplied by Form TA-1.
Disclosure to the ARA of the information requested in Form TA-1 is a
prerequisite to the processing of Form TA-1.
The information will be used for the principal purpose of
determining whether the ARA should allow an application for
registration to become effective or should deny, accelerate, or
postpone registration to an applicant.
Information supplied on this Form will be available for inspection
by any interested person.
{{10-30-98 p.2712}}
Form TA-1 -- Transfer Agent Registration and Amendment Form (pdf)
(18Kb, PDF file - PDF help or hard copy)
{{12-29-00 p.2713}}
[The page following this is 2735.]
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