Continental
Stock Transfer
Frequently Asked Questions
Whether you’re
a newcomer to the business of stocks and securities, or someone who’s
been doing this for many years, there are still times when you might
have a question
that
needs
a direct
answer.
That’s why Continental Stock has created this valuable
list of "Frequently
Asked Questions" along with all the answers you need.
And not only
do we have the questions and all the right answers, but we’ve
also made available all the necessary forms referenced in the answers.
Note. In
the FAQ that follows, we reference forms you may need and provide links
to those forms. These forms are provided in Adobe Acrobat file format,
and you will need the
free Adobe Acrobat Reader to use the forms. Chances are good that your
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the installation instructions, and then download our forms. Or you can
just download the forms now (follow instructions in your web browser dialog
boxes), get Adobe Acrobat Reader later, and use Acrobat Reader to use the
forms at your convenience. For other forms you may need, visit Forms
Central.
For more help, see instructions below.
General Information
How can shareholders contact Continental Stock Transfer & Trust
Company?
How is a dividend check replaced?
How is a lost certificate replaced?
How do I determine if an old security still has value?
How can I obtain a copy of my 1099?
Definitions
What is a "registered" shareholder?
What is a "street name" holder?
What is a "Guarantor"?
What is a "Medallion Guarantee"?
What is a "Transferee"?
What is "backup withholding"?
Transferring Stock
How can I get my stock transferred?
How should shares for transfer be mailed to Continental?
What are the more common types of security registrations?
What is a TOD (Transfer On Death) Registration?
How are shares transferred to an individual or joint tenant?
How are shares transferred out of a decedent’s
name?
How is a deceased joint tenant removed as a registered holder?
How is a custodial registration changed?

How
can shareholders of the over 1,100 companies we service as agent,
contact Continental Stock Transfer & Trust Co.?
Continental Stock Transfer may be reached in several ways. Write to us
at:
Continental Stock Transfer & Trust Co.
17 Battery Place
New York, NY 10004
212.509.4000
cstmail@continentalstock.com
We request that you provide written instructions for all changes you wish
to make to your account, including an address change. Please always clearly
indicate the name of the security you own. How is a dividend check replaced?
To replace a dividend check issued by Continental that has been lost
or is stale-dated, call Continental Stock Transfer at 212.509.4000
x242. Please
be prepared to provide us with the security involved and the period to
which the dividend payment applies.
How is a lost stock certificate replaced?
You should report a lost certificate to Continental as soon as possible
(212.509.4000 x237), if we are the agent for the security involved. Please
try to provide the certificate number and the share amount. We will place
a "stop" on the certificate to prevent its transfer and provide
you with paperwork required to obtain a replacement certificate. You may
download the appropriate paperwork from this web site.
How do I determine
if an old security still has value?
Corporations frequently undergo changes through name changes, acquisitions,
etc. Your broker may be able to provide you with current information
on a particular stock. Otherwise, communicate with the transfer agent
named
on the certificate or write to the Secretary of State of the state of
incorporation of the security involved. The state should be listed on
the certificate.
How can I obtain a copy of my 1099?
A copy of a 1099 issued by Continental may be obtained by calling Continental
at 212.509.4000 x208. You should be prepared to provide your Social Security
number and the name of the issue. This information is also available
through ContinentaLink for those securities subscribing to our internet
services.
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What is a "registered" shareholder?
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. What is a "street name" holder?
Securities held in a broker account and registered in the name of the
broker or other institution are referred to as being "in street
name." If you keep your stock with your broker in a broker account, you are
a "street
name" holder and are not directly registered on the company’s
recordfile maintained by the transfer agent. Company mailings, including
dividends, will reach you through your broker. Should you wish to become
a registered holder, request your broker to have your shares issued in
certificate form, registered in your name.
What is a "Guarantor"?
A Guarantor is a financial institution (commercial bank, broker, etc.)
which is a member of a Medallion Guarantee program and guarantees that
the signature on a certificate or stock power is genuine, that the person
signing is the appropriate person to endorse the security and the signer
has the legal capacity to do so.
What is a "Medallion Guarantee"?
A Medallion Guarantee takes the form of a stamp and signature on a
stock certificate or stock power. A Medallion Guarantee is obtained
from an
eligible institution, such as a commercial bank, broker, trust company,
etc. The
Guarantee provides transfer agents assurance that the person signing
a stock certificate or stock power is the authorized individual. Only
institutions
participating in an officially recognized Medallion Guarantee program
may provide this Medallion Guarantee. You must obtain a Guarantee on
your transfer
documents prior to submitting your transfer.
What is a "Transferee"?
The Transferee is 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 which accompanies stock submitted for transfer.
What
is "backup withholding"?
Federal law indicates that all shareowners must comply with IRS regulations
requiring the submission of a taxpayer identification number or a Form
W9 certifying that you are not subject to Backup Withholding. Unless
Continental has the required information, we must withhold 28% of dividend
payments
and sale proceeds at the time of payment.
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How can I get my stock transferred?
If you hold certificates you wish to transfer (be certain Continental
is the agent — our name will usually appear on the certificate),
you must
mail your certificates to Continental Stock Transfer & Trust
Co. at the above address. The certificates must be appropriately
signed
by all
registered holders, exactly as the name(s) appear on the face of
the certificate(s) or must be accompanied by a stock
power bearing
the
appropriate signature(s).
In either case, the signature(s) must be guaranteed by a financial
institution participating in an officially recognized Medallion Signature
Guarantee
Program. Additionally, instructions indicating how you wish the shares
transferred should also be included. These instructions should provide
the name, address and social security number for each transferee
and should indicate the number of shares to be transferred. In some
cases
additional
documents will be required to complete the transfer. Please see other
sections of this document to obtain additional information on transfer
requirements
and to download selected forms.
How should shares for transfer be mailed
to Continental?
We recommend that all certificates be sent by registered mail, return
receipt requested. It is suggested that the shipment be insured for 2%
of the current
value of the shares. In the event of loss, a surety bond of two percent
will be required to replace the certificates. A surety bond is typically
obtained by paying a premium to the surety company equal to two percent
of the current value of the shares being replaced.
What are the more common
types of security registrations?
Individual Registration — This registration gives sole ownership to the
single individual and requires that the person’s legal name be used.
The use of a first name is desirable. Example: Mary Smith (not M. Smith).
Joint Registration — Several types of Joint Registration exist.
Joint Tenants With Rights Of Survivorship — This registration is used
when two or more individuals have equal claim to the assets. Should one
of the
parties die, ownership of the assets passes to the surviving tenant(s).
Example: Mary Smith & Barbara Smith Jt Ten
Tenants In Common — This registration allows an appropriate portion of
the assets to pass to the estate of the holder upon the holder’s
death rather than to the surviving tenant. Example: Mary Smith & Barbara
Smith Ten Com
Custodial Registration — There are several custodial registrations possible.
A custodial registration requires the names of the custodian and the
beneficial owner who is a minor is a common type. For example: Mary Smith
Cust Don
Smith NY Unif Trans Min Act. (Note: The two letter state abbreviation
must appear before the "Unif").
Trust Registration — Registering shares in the name
of a Trust requires that specific information be provided: the name of
the trust and/or the
maker or beneficiary and the date of the trust instrument. For example:
Mary Jones Tr U/A dtd 4/15/98 The Mary Jones Trust FBO Mary Jones.
What
is a TOD (Transfer On Death) Registration?
The owner of a security registered in TOD form must be a natural person
or natural persons holding the security as an individual or joint owners
with the right to survivorship (i.e. joint tenants or tenants by the
entireties). TOD registrations by non-natural persons (such as a trust
or a partnership)
are not permitted. Only one beneficiary per registration may be designated
by the security owner.
Registration in TOD form is indicted by the abbreviation "TOD."
Continental
accepts TOD registrations for households in states recognizing this
registration, except for certain issues for which we only act as
the co-transfer agent.
How are shares transferred to an individual or
joint tenant?
To transfer shares for which we are an agent to an individual or a
joint tenant, provide Continental with the following:
• The certificate(s) which should be properly endorsed by the registered
owner(s) or accompanied by a properly endorsed stock
power. The endorsement
should be guaranteed by an eligible institution participating in an officially
recognized Medallion Signature Guarantee Program.
• A letter of instruction which provides the full name, address and tax
identification number of each transferee and the number of shares to
be transferred to
each transferee.
• A Substitute W-9 certification
form, completed for each individual.
This form may be printed from this web site or obtained from a bank or
broker.
How are shares transferred out of a decedent’s
name?
To transfer the shares of a decedent, provide Continental with the
following, if we are the agent for the security involved:
• The certificate(s) which should be properly endorsed by the legal
representative of the estate, e.g., Executor(s) or Administrator(s),
etc. of the deceased
owner in his or her legal capacity or a stock power so endorsed. The
endorsement should be guaranteed by an eligible institution participating
in an officially
recognized Medallion Signature Guarantee Program.
• A letter of instruction which provides the full name, address and tax
identification number of each transferee and the number of shares to
be transferred to
each transferee.
• A court-certified copy of the appointment of the decedent’s
legal representative(s). These are often referred to as Letters Testamentary
or Letters of Administration. The certification must be dated within
sixty
(60) days of the transfer request (six (6) months, if New York state.)
• A Substitute W-9 certification
form, completed for each transferee.
This form may be printed from this web site or obtained from a bank or
broker.
• An Affidavit of Domicile and, if applicable, an Inheritance Tax Waiver.
If
the decedent’s estate is not required to pass through probate,
the following documents should be sent along with the certificates, the
letter of instruction and the W-9
form.
• A certified copy of the decedent’s death certificate.
• An official certificate (Small Estate Affidavit) which lists the decedent’s
legal heir(s) and provides their signatures notarized or certified by
the probate court within six (6) months of the date of transfer or an
appropriate
affidavit as prescribed by statute under the laws of the state of legal
domicile.
• An Affidavit of Domicile and, if applicable, an Inheritance Tax Waiver.
How
is a deceased joint tenant removed as a registered holder?
To remove the name of a deceased owner from a security held in joint
registration, provide Continental with the following, if we are the agent
for the security
involved:
The certificate(s) which should be properly endorsed by the surviving
joint tenant. The endorsement should be guaranteed by an eligible institution
participating in an officially recognized Medallion Signature Guarantee
Program.
• A letter of instruction indicating the full name(s) address and tax
identification number for each transferee
• A certified copy of the decedent’s death certificate
• An Affidavit of Domicile and, if applicable, an Inheritance Tax Waiver.
• A Substitute W-9 certification
form, completed for each individual
transferee. This form may be printed from this web site or obtained from
a bank or
broker.
How is a custodial registration changed?
To add or remove a name on a security held in custodial registration,
provide Continental with the following, if we are the agent for the
security involved:
• The certificate(s) which should be properly endorsed by the current
custodian, if still living, or if the minor is now of age, the former
minor may
sign. A certified copy of his/her birth certificate must be provided,
if the
former minor signs. The endorsement should be guaranteed by an eligible
institution participating in an officially recognized Medallion Signature
Guarantee Program.
• A letter of instruction indicating the full name, address and taxpayer
identification number for each transferee
• A Substitute W-9 certification
form, completed for each individual
transferee. This form may be printed from this web site or obtained
from a bank or
broker.
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Notes About The Forms Referenced Above. Most
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on-screen and then print the form on your printer. The Acrobat
Reader software does not permit you to save your completed forms to
your disk. If you need to save completed forms, you can purchase
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Systems. Here are a few instructions to help you in filling out
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Continental Stock Transfer & Trust Company
17 Battery Place • New York, NY 10004
212.509.4000
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