FREQUENTLY ASKED QUESTIONS
Click on a topic below to find it’s related questions and answers.
A: Send your stock certificate, Medallion Guaranteed stock power, instruction letter and payment to our office at 16540 Pointe Village Dr, Ste 205, Lutz, FL 33558.
A: To change the registration of shares, the certificate must be endorsed by the registered owner. This can be accomplished two ways. Option One: Sign the back of each stock certificate and obtain a Medallion Guarantee. Option Two: Sign ONE stock power to represent all of the certificates you are presenting for transfer and obtain a Medallion Guarantee. If you are not changing the registration of your stock, and instead are submitting your stock for an exchange or denomination change, you do not need to sign the back of your certificate or stock power.
A: Please send all transfer packages to 16540 Pointe Village Dr, Ste 205, Lutz, FL 33558. If you need to send additional documents to us, please reference your unique batch number on each document. All documents other than physical certificates, stock powers, and Affidavits can be emailed to email@example.com.
A: Yes. All transfers and cancellations of stock require original stock certificates and original endorsements.
A: Yes. Please contact us for assistance in calculating the fees due.
A: ClearTrust does not buy or sell shares. You may sell them through a broker or private transaction, keeping in mind that you must comply with applicable securities laws when doing so.
A: Written authorization from the registered shareholder is required for splitting into smaller lots. You should enclose the relevant share certificate and transfer fees in your package to ClearTrust. The share certificates, after splitting, will be sent by ClearTrust to the shareholder at their registered address.
A: Shareholders having certificates in various denominations under the same registered account should send a written request, transfer fees, and all the certificates to ClearTrust for consolidation of all the shares into a single certificate. Consolidation of share certificates helps in saving costs in the event that the shares are dematerialized and also provides convenience in case the shares are continued to be held physically. You may also opt to move your shares into book entry form and eliminate your certificates.
A: A transferor is the individual or entity that currently owns the shares as indicated on the stock certificate or Book (DRS/DRIP) statement. The transferor will be required to sign the stock power (with medallion guarantee) to facilitate the transfer of the shares.
A transferee is the individual or entity assigned the shares. He/she will become the new registered owner of shares. Typically, the transferee will be identified in the “assignment” section of a stock certificate or on a stock power that accompanies shares submitted for transfer. To prevent backup withholding, a substitute IRS Form W-9 (Certification of Taxpayer Identification) is required for each transferee.
A: Federal law indicates that all shareowners must comply with IRS regulations requiring the submission of a certified taxpayer identification number (Social Security Number (SSN) for individuals and Tax Identification Number (TIN) or Employer Identification Number (EIN) for entities, by submitting an executed Substitute IRS Form W-9. Unless we have a certified tax identification number you will be subject to backup withholding and we will be required to withhold at the applicable backup withholding rate on dividend payments and sale proceeds at the time of payment.
For non-US shareholders, an IRS Form W-8BEN will be required. The original of this form is required and it must be updated every three (3) years according to Federal law. The amount of backup withholding varies depending on the country.
A: To complete the transfer, ClearTrust requires the following:
• A Request to Transfer Stock / Stock Power form completed and signed by you in your capacity as Attorney-in-fact. In the spaces provided on the stock power form, provide the proper description of the shares and indicate how the shares are to be reissued, including name, address and Taxpayer Identification Number for the new registration.
• The signature must be medallion guaranteed by an eligible financial institution. The Medallion stamp must not be dated or notated in any manner. Your guarantor will require proof of your authority to act. Please note the guarantor will require the Power of Attorney document authorizing you to sell, assign and transfer securities. If the securities are being transferred to your name, the Power of Attorney must authorize you in your capacity as Attorney in Fact to transfer securities to your own name.
Restricted Stock +
A: Stock that is issued directly from an issuer or acquired by affiliates of an issuer is restricted unless there is a registration or safe-harbor exemption that allows them to be sold. Rule 144 is an exemption to registration that allows shareholders to sell restricted stock once certain provisions are satisfied. See our Restricted Stock section to learn more.
Excerpt from SEC investors publications website:
Restricted securities are securities acquired in unregistered, private sales from the issuer or from an affiliate of the issuer. Investors typically receive restricted securities through private placement offerings, Regulation D offerings, employee stock benefit plans, as compensation for professional services, or in exchange for providing “seed money” or start-up capital to the company. Rule 144(a)(3) identifies what sales produce restricted securities.
Affiliate control securities are those held by an affiliate of the issuing company. An affiliate is a person, such as a director or large shareholder, in a relationship of control with the issuer. Affiliate control means the shareholder has power to direct the management and policies of the company in question, whether through the ownership of voting securities, by contract, or otherwise. If you buy securities from a controlling person or “affiliate,” you take affiliate control securities, even if they were not restricted in the affiliate’s hands.
If the shares were otherwise registered and not restricted by Rule 144, the affiliate control restriction will become eligible for the removal of the affiliate control restriction after a period of 90 days.
If you acquire restricted securities, you will almost always receive a certificate stamped with a ‘restricted’ legend. The legend indicates that the securities may not be resold in the marketplace unless they are registered with the SEC or are exempt from the registration requirements.”
A: Technically, there is no such thing as purely free-trading shares. You will always be subject to certain resale provisions when selling stock you acquire from an issuer or privately. However, it is common for people in our industry to refer (inaccurately) to stock that is issued without legend as “free-trading.”
Shares that are registered with the SEC (S-1, S-3, S-8, etc) may be issued without legend.
If shares are not registered, you must qualify for an exemption to registration to sell the shares. Rule 144 is a popular exemption. Under Rule 144, if you intend to sell your shares in a public transaction, you can apply to have the legend removed once certain provisions are met. Check out our popular Rule 144 Guide.
A: In most cases, yes. A legal opinion is required by the issuer, ClearTrust, and the broker/clearing firm handling the deposit of your shares. The same opinion provided to ClearTrust may be provided to the broker/clearing firm.
A: You have two options. You can either contact the issuer’s retained legal counsel, or you can contact outside qualified securities counsel. There are multiple sources willing to write your legal opinion, and it is important that you choose an attorney who is knowledgeable about Rule 144 and who will conduct due diligence concerning your eligibility prior to writing you a legal opinion. At the end of the day, you (the shareholder) are solely responsible for complying with Rule 144.
A: Rule 144 is a transactional exemption written to allow a legend to be removed pursuant to an intended or actual sale of stock. Therefore, if you apply to release the legend from your shares, you will be required to sign a Seller’s Representation Letter stating your intent to sell the stock.
A: We recommend you review the SEC’s website for the most direct information source. Also, you should consult with qualified securities counsel. In addition, there are a variety of useful resources available on the web. For more information, check out our Rule 144 section .
A: If a dispute arises about whether a restricted legend can be removed, the SEC will not intervene. The removal of a legend is a matter solely in the discretion of the Issuing Company. State law covers disputes about the removal of legends.
Lost, Stolen, and Damaged Securities+
A: Contact us immediately to report this occurrence. We will place a cautionary stop on your certificate(s) to prevent any unauthorized transfer of the shares. We will send you the necessary replacement paperwork which may include the purchasing of a Lost Security Surety Bond and the completion of an Affidavit of Loss and Agreement to Indemnity.
A: To determine the documentation necessary (including the form of Affidavit to be signed) and the cost to replace your shares, please see our Lost Certificates section for more information..
A: Please let us know so that we may lift the stop on your certificate. If your stock has already been replaced by a new certificate, you must return the old certificate to us immediately for cancellation.
Your account and Stock+
A: Written authorization from the Registered Shareholder is required to change a mailing address. Please communicate your new mailing address to us via email firstname.lastname@example.org or U.S. mail. You will be required to identify the account by providing the name of the security, the name of the registration as reflected on the stock certificate or Book (DRS/DRIP) Statements, the last four digits of your social security or tax identification number and your old address.
You may also update your contact information by accessing your account.
A: As a Transfer Agent we do not have a license to discuss valuation of securities. Please reach out to a broker or financial counsel to determine the current value, or visit OTCMarkets.com.
Q: I received a notice in the mail from ClearTrust or Laurel Hill about changing my address. Is this legitimate?
A: Laurel Hill is a legitimate third-party company that we use to find shareholders that are marked "lost" in our system due to outdated address and contact information. Please fill out the paperwork they provide to mark you as a "found" shareholder with valid and up-to-date contact information. Having your most recent information on file is important for mailing statements and proxy packets as well as reaching out during transfer requests submitted.
A: ClearTrust offers online access to your account to provide you with the information you need, when you need it.
If you are a current Shareholder, you may access our online system and view current information about your holdings. Only Shareholders of Record have access to these features.
If you hold your shares in street name, your Broker will be able to provide you with information about your shares.
Electronic Deposits (DWAC and DRS)+
A: DWAC (Deposit Withdrawal At Custodian) is a means through which your shares can be deposited into or withdrawn from your brokerage account electronically.
DRS (Direct Registration System) is a service offering by The Depository Trust Company (DTC) that provides registered shareholders of the issuer with the option of holding their assets (shares) on the books and records of the transfer agent in book-entry form instead of a physical stock certificate. DRS Format allows shares to be transferred between a broker dealer and the transfer agent electronically. DRS shares are held in the name of the registered shareholder and are represented by a DRS Transaction Statement or DRS Advice. DRS shares cannot be lost, thus avoiding the cost and effort involved in replacing lost certificates. The shareholder retains full ownership of the shares as well as all the traditional voting rights and privileges of being a share owner.
A: Both systems essentially accomplish the same thing: your shares will be moved from your ClearTrust account to your brokerage account, or vice versa. The key difference is that all DWAC movements require Medallion Guaranteed stock power (just like a traditional transfer), whereas DRS PROFILE movements are entirely paperless. Please note that not all issuers are DWAC or DRS eligible.
A: Request your broker to open a DWAC deposit request. Your broker should use TA# 50246.
Simultaneously mail us an original stock power, Medallion Guaranteed, along with an instruction letter to DWAC your shares. Once the original stock power is received and the broker’s request is opened, we will be able to complete your deposit request.
Please note that a transfer agent cannot initiate a DWAC deposit request. It must be initiated by the broker.
A: Request your broker to open a deposit request via DRS PROFILE. Your broker should use LPA# 7997. This process is entirely paperless. You do not need to send any paperwork to ClearTrust.
A: No. Only issuers who have been accepted into the DWAC and DRS programs at DTC can take advantage of these electronic depositing systems. ClearTrust is a DWAC and DRS eligible transfer agent, and can apply for issuer eligibility at the request of the issuer.
Stock as unclaimed property+
A: Escheatment is a common state law that prevents unclaimed property from remaining without ownership, instead transferring it to the state of the property owner’s last known address. It is also a term used to describe how abandoned/unclaimed/lost property is turned over to the state.
A: If the property owner cannot be found (i.e. multiple pieces of returned mail) or hasn’t demonstrated an interest in the asset (i.e. not voting the annual proxy statement or not contacting the bank/broker/transfer agent on a regular basis), the U.S. state or territory where the holder lives can take custody of those assets. In the case of a foreign shareholder, the stock would be escheated to the state of incorporation of the issuer.
A: Escheatable property varies by state and includes a wide range of assets, including the following assets for which the issuer does not have a current address of the holder: Dividend checks and underlying shares of common or preferred stock,Uncashed wage and expense checks, Insurance claims, Bonds or mutual funds, Premiums or payments, Bank or other asset accounts. Once the state considers these assets abandoned over a specified period of time, they must be turned over.
A: Each state sets its own rules and time frames in its definition of what constitutes unclaimed property. The key element is the definition of ‘dormancy’, which is the period of time that an asset, payment, receivable or other instrument can remain inactive before it can be considered unclaimed. During this period, which typically ranges from two to seven years, a company must take steps to locate the owner of the asset. If it is unable to do so, it must then hand the asset over to the relevant government entity.
A: All states require a ‘due diligence’ mailing to a shareholder before final escheatment; however many states require a mailing only if the value of the assets is $50 or more.
Q: IF MY SHARES HAVE BEEN ESCHEATED TO THE STATE AND I SEEK TO RECLAIM MY PROPERTY, WILL IT BE THE ORIGINAL NUMBER OF SHARES OR A CASH VALUE?
A: While property turned over to the state can always be reclaimed by the rightful owner, some states immediately liquidate certain asset classes to get immediate cash value. In these states, the holder is only entitled to reclaim the net proceeds of the sale price at the time of the sale.
A: It is important to keep in contact and respond to inquiries to prevent account dormancy. First and foremost, keep your address and contact information up to date with your financial institution (bank, broker or transfer agent). Be sure to contact the applicable institution at least once per year, whether it be by accessing your password-protected account online, calling into the customer service center, writing the financial institution or transfer agent, cashing your dividend checks, updating your address, changing a beneficiary, buying shares, or voting a proxy. If you receive a notice alerting you to the fact that your account is considered ‘inactive’ or ‘abandoned’, respond immediately. Some third parties such as Xerox or Laurel Hill may contact you, providing assistance in helping to re-activate your account, but you always have the option of handling this directly with your financial institution or transfer agent, wherever your shares are held.
To learn more about Escheatment and Unclaimed property, click here.
Questions About Inheritance Transfers+
A: A Certificate of Appointment is a court-issued document that proves the authority of the estate trustee to administer the provisions of the deceased’s will. Contact the state in which the registered owner was domiciled to determine whether or not you need a Certificate of Appointment.
A: An Affidavit of Domicile is a sworn statement which is to be signed before an official notary public. The purpose of this form is to enable ClearTrust to secure the transfer of shares owned by the deceased at the time of his or her death under the laws of the deceased’s legal residence. You are required to complete and submit an Affidavit of Domicile to ClearTrust when transferring shares involving a deceased shareholder.
*The information provided in our FAQ section is general information only and is not to be taken as legal advice. The information may become inaccurate and is subject to change without notice.