You’d think that after 50 years in the industry, we’d have learned something. You’d be right.

We are experts at what we do. In addition to having mastered the ins and outs of supporting emerging growth for midsize companies, we continuously keep abreast of changing industry rules, regulations and standards. This combination of experience, knowledge and foresight is available to you as a powerful resource.

Here you will find commonly asked questions along with their answers, as well as definitions of certain terms dealing with shares and securities. If you do not find the information you need, please do not hesitate to call us at 212.509.4000 or contact us. We are eager to support you in any way we can.

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General information

How should shareholders contact Continental Stock Transfer & Trust Company?

You can reach us in several ways.

Via US mail or overnight courier (FedEx/UPS/DHL):
Continental Stock Transfer & Trust Company
17 Battery Place, 8th Floor
New York, NY 10004

Via Email: cstmail@continentalstock.com

Via Telephone:  (212) 845-3206

Via Facsimile:    (212) 616-7610

 

How do I change my address?

Written authorization from the registered shareholder is required to change your mailing address. Please communicate your new mailing address to us via email (addresschange@continentalstock.com), facsimile [(212)616-7619] or US 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 also have the option of changing your address online via ContinentaLink. If you have not yet used ContinentaLink to review your account, contact us via email at myaccount@continentalstock.com or call us at (917) 262-2386 or (212) 509-4000 (Option 3 then option 3) for the security code that will allow you to establish your User ID and PIN.

How do I replace a lost stock certificate?

If your stock certificate is lost, destroyed, misplaced or stolen, you should report it immediately to us by calling at (917) 262-2384 or (212) 509-4000 (Option 3 then option 5). You will be asked to provide written notice by sending an email to lost@continentalstock.com, a letter via facsimile [(212) 616-7613] or via US Mail. It is important that you identify the name of the issuer, the certificate number(s) and number of shares in your notice. On receipt of a written request, we will place a temporary stop against the 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 depending on the value of the securities being replaced and the completion of an Affidavit of Loss and Agreement to Indemnity.

To determine the documentation necessary (including the form of Affidavit to be signed) and the cost to replace your shares, please click on the link below for more detailed information.

Lost Securities Replacement Instructions

How can I sell my shares?

If your shares are held in certificate or DRS form, you must communicate with a registered stock broker of your choice to sell your shares. If you participate in a Dividend Reinvestment Plan, please access your account though ContinentaLink to determine if you are permitted to sell your shares through the Plan. Alternatively, you may contact us at drp@continentalstock.com, via facsimile at (212) 616-7612 or call us at (917) 262-2386 or (212) 509-4000 (Option 3 then option 3).

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 about a particular security. Otherwise, communicate with the transfer agent named on the certificate or book entry, or write to the secretary of state of the state of incorporation of the security involved. The state should be listed on the certificate or book entry.

How do I replace a dividend check?

To request the replacement of a dividend check that we have issued and that has been lost or is stale dated, please send us an email at check@continentalstock.com, send a letter via facsimile at (212) 616-7619 or call us at (347) 225-0495. Please be prepared to provide us with the name of the security involved and the period to which the dividend payment applies. The name of the registered shareholder and the last four digits of your social security number will also be required.

Please note that a special Affidavit will need to be completed for checks of $1000.00 and over.

 

Why was tax withheld from my dividend payment?

Your social security or tax identification number is either not on our files or the number is not certified. Completion of a substitute IRS Form W-9 (Certification of Taxpayer Identification) is required to certify the number.

 

How can I obtain a copy of or a corrected Form 1099?

You can obtain a copy of or a corrected Form 1099 issued by us by sending an email to 1099@continentalstock.com or send us a letter via facsimile at (212) 616-7619 or call us at (212) 845-3208. Please be prepared to provide your Federal Taxpayer Identification Number (Social Security Number for individuals) and the name of the issuer. This information is also available online by accessing your account via ContinentaLink. If you have not yet used ContinentaLink to review your account, contact us via email at myaccount@continentalstock.com or call us at (917) 262-2386 or (212) 509-4000 (Option 3 then option 3) for the security code that will allow you to establish your User ID and PIN.

 

How can I exchange my certificates for DRS shares?

Please check with us to determine if the Issuing Corporation (Issuer) is DRS Participating. If they are and provided the certificates are not affixed with any legends restricting the transfer of the shares, you may submit the certificates with an instruction letter requesting the movement to DRS. Please see the DRS Definition below. If you have any questions, please send us an email inquiry at transfer@continentalstock.com.

 

Transferring Shares

How should I mail shares for transfer to Continental Stock Transfer & Trust?

Your stock certificate and appropriate documentation should be mailed to our corporate offices at 17 Battery Place, 8th Floor, New York, NY 10004.

It is your responsibility to get your certificate to Continental. We recommend that you send all certificates by registered or certified mail, return receipt requested or some other form of traceable overnight courier service such as FedEx or UPS. We also suggest that the shipment be insured for 3 percent of the current value of the shares. In the event of a mail loss, a surety bond of 3 percent may be required to replace the certificates. Please note that premium for the surety bond for non-US applicants is 5% of the current value of the shares.

 

How do I transfer shares?

To change the ownership of a security, the following will be required:

  • Presentation of the original stock certificate(s). If the shares are held in book entry form (DRS, DRIP etc.) you may submit the Statement or make reference to the shares in the letter of instruction.
  • A formal signed letter of instruction which details the transfer by providing the name, address, social security or tax identification number of the transferee(s) and the number of shares to be issued to each. See below on information for different types of registrations.
  • A Stock Powerwith the medallion guaranteed endorsement of the current registered shareholder as reflected on the stock certificate. See below for information if the registered shareholder is deceased.
  • A substitute IRS Form W-9 (Certification of Taxpayer Identification) completed for each transferee.

In some cases, we may require additional documents to complete the transfer. Please see other answers in this section to obtain additional information about transfer requirements and to download required forms.

 

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. It is required that the full first name be provided rather than an initial. An example of an individual registration is Mary Smith.

 

Joint Registrations

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). An example of a “Joint Tenants with Rights of Survivorship” registration is 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. An example of a “Tenants In Common” registration is Mary Smith & Barbara Smith TEN COM.

Tenants by the Entireties: This is a Joint Tenant account with Rights of Survivorship between spouses ONLY. An example is Mary Smith & George Smith TEN ENT. Mary and George must be a married couple.

 

Custodial Registration

There are several possible custodial registrations. A common type of custodial registration requires the names of the custodian and the beneficial owner who is a minor. An example of a “Custodial” registration is Mary Smith CUST FBO Don Smith NY UNIF TRANS MIN ACT. Note that the two-letter state abbreviation must appear before “UNIF”.

 

Trust Registration

Registering shares in the name of a Trust requires the following specific information be provided:

  • the full name of the Trust,
  • the name of the trustee(s),
  • the date the Trust was created, and
  • the beneficiary of the Trust

An example of a “Trust” registration is Mary Smith Trustee U/A Dated 4/15/98 The Mary Smith Revocable Living Trust FBO Mary Smith.

 

TOD (Transfer on Death) Registration

The owner of a security registered in TOD form must be a natural person holding the security as an individual or as joint owners with rights of survivorship (i.e., Joint Tenants or Tenants by the Entireties). Tenants In Common or Community Property joint accounts are not permitted as by definition they do not have rights to survivorship. TOD registrations by non-natural persons (such as a Trust, Corporation or a Partnership) are not permitted. Only one beneficiary per registration may be designated by the security owner. While the owner must be a natural person, the beneficiary can be an individual or an entity (corporation, charity, partnership, custodial account (Uniform Transfers to Minors Act only), trust etc.). Note however that until the death of the owner, the beneficiary has no rights to the shares and as such any transfer of the shares prior to the death of the owner would not require their consent in any way.

We accept TOD registrations for households in states recognizing this registration, except for certain issues for which we only act as the co-transfer agent.

An example of a TOD registration is Mary Smith TOD Jane Smith Subject to STA TOD Rules.

 

How are shares transferred out of a decedent’s name?

If we are the agent for the securities, the following documentation will be required if the shares are in the name of an individual decedent:

  • Presentation of the original stock certificate(s). If the shares are held in book entry form (DRS, DRIP etc.) you may submit the Statement or make reference to the shares in the letter of instruction
  • A Probate Court certified copy of the certificate of appointment (Letters Testamentary of Administration or equivalent) of the personal representative (executor, administrator etc.) of the estate of the decedent dated within sixty (60) days (six months for New York State) of the date of the transfer request. Please see below if the estate is not probated.
  • A Stock Power with the medallion guaranteed endorsement of the personal representative (executor, administrator etc.) of the estate of the decedent.
  • An Affidavit of Domicile executed by the personal representative of the estate of the decedent. This form must be notarized.
  • An Inheritance Tax Waiver, if applicable (this requirement depends on the date of death and the State of residence at the time of death)
  • A formal signed instruction letter detailing the transfer by including the name of the transferee(s) with addresses and social security or tax identification numbers and the number of shares to be transferred to each.
  • A Substitute IRS Form W-9  (Certification of Taxpayer Identification) completed for each transferee.

If the decedent’s estate is not probated and is subject to the Small Estate statute of the state of legal domicile (residence) of the decedent at the time of his/her death, then the following documents will be required in lieu of the Certificate of Appointment of the personal representative:

  • An official notarized certificate (Small Estate Affidavit) as prescribed by statute under the laws of the State of legal domicile which lists the decedent’s legal heir(s). The Affidavit must be dated within sixty (60) days of the date of the transfer request. It should be noted that the value of the estate cannot exceed the Small Estate limit.
  • A certified copy of the Death Certificate of the decedent.

 

How is a deceased joint tenant removed as a registered holder?

If the subject registration is a joint tenants account with the rights of survivorship (Joint Tenants or Tenants by the Entireties), the following documents will be required:

  • Presentation of the original stock certificate(s). If the shares are held in book entry form (DRS, DRIP etc.) you may submit the Statement or make reference to the shares in the letter of instruction.
  • A certified copy of the Death Certificate of the decedent.
  • An Affidavit of Domicile executed by the surviving tenant. This form must be notarized.
  • An Inheritance Tax Waiver if applicable (this requirement depends on the date of death and the State of residence at the time of death)
  • A formal signed instruction letter detailing the transfer by including the name of the transferee(s) with addresses and social security or tax identification numbers and the number of shares to be transferred to each.
  • A Substitute IRS Form W-9  (Certification of Taxpayer Identification) completed for each transferee.
  • A Stock Power with the medallion guaranteed endorsement of the surviving tenant will be required if additional names are added to the joint tenancy or if the shares are transferred to another individual or entity.

 

When a former minor reaches the age of majority (custodial registration)

After determining that the age of majority has been reached by checking the State statute, the following will be required:

  • Presentation of the original stock certificate(s). If the shares are held in book entry form (DRS, DRIP etc.) you may submit the Statement or make reference to the shares in the letter of instruction.
  • A Stock Power with the medallion guaranteed endorsement of the custodian or the former minor.
  • A certified copy of the birth certificate of the former minor.
  • A formal signed instruction letter detailing the transfer of the shares. The address and social security number of the former minor should be provided.

 

Change a name due to marriage or divorce

This type of name change is considered a legal transfer. If Mary Jones gets married/divorced and changes her name to Mary Smith, the following documents will be required:

  • Presentation of the original stock certificate(s). If the shares are held in book entry form (DRS, DRIP etc.) you may submit the Statement or make reference to the shares in the letter of instruction.
  • A signed letter of instruction requesting the name change and providing the address and social security number for the creation of a new account.
  • A Stock Power with the medallion guaranteed endorsement of Mary Smith in the following format:

X___________________________________________

Mary Smith formerly Mary Jones (by marriage/divorce)

Please note that a copy of the marriage certificate or divorce decree will be required by the financial institution that guarantees your signature.

 

Definitions

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 or another entity. Registered owners receive communications, proxies, dividends and related materials directly from the corporation through the transfer agent. A registered owner differs from a “street-name” owner. The shares are represented by a physical stock certificate or a DRS, DRIP or Book Statement issued by the Transfer Agent.

 

What is a “street-name” or beneficial shareholder?

Securities held in a broker account and registered in the name of the broker or other institutions are referred to as being held “in street name.” If you keep your shares with your broker in a broker account, you are a street-name or beneficial shareholder and are not directly registered on the company’s shareholder file maintained by the transfer agent. If you are a street-name or beneficial shareholder, company mailings, Annual Meeting reports, dividend checks, dividend shares etc. will not be delivered to you directly. They will be delivered to the broker that holds your shares who will then credit your account. Should you wish to become a registered holder, request your broker to have your shares issued in certificate or DRS form, registered in your name. Please note that a transfer agent can assist you with questions about your security account only if you are a registered holder.

 

What is a “guarantor”?

A guarantor is a financial institution (commercial bank, broker, etc.) that is a member of one of the eligible Medallion guarantee programs. A guarantor guarantees that the signature on a certificate or stock power is genuine and that the person signing is the appropriate person to endorse the security and 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 or Trust Company. The Guarantee provides transfer agents with the 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. Read more about Medallion Guarantee.

 

What is the definition of a transferor and transferee?

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. A substitute IRS Form W-9 (Certification of Taxpayer Identification) is required for each transferee.

 

Why is a Substitute W-9 required?

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 28 percent of 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.

What is Direct Registration System (“DRS”)?

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. Read more about DRS.