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 serving smaller and midsize emerging and growth 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 800.509.5586 or contact us. We are eager to support you in any way we can.

General information

How should shareholders contact Continental Stock Transfer & Trust Company?

You can reach us in several ways.

Write us at:
Continental Stock Transfer & Trust Company
17 Battery Place, 8th Floor
New York, NY 10004

Email us at:
cstmail@continentalstock.com

Telephone us at:
212.509.4000 x206

Please note that we need written instructions for all changes that you wish to make to your account, including an address change. Please always clearly indicate the name of the security you own.

Users of ContinentaLink can change an address online any time.

How do I replace a dividend check?

To replace a dividend check that we have issued and that has been lost or is stale dated, call us 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 do I replace a lost stock certificate?

If we are the agent for the security, you should report the lost certificate to us as soon as possible by calling 212.509.4000 x237. 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 the Lost Security Surety Bond form required to obtain a replacement certificate. To complete your reporting of your lost share certificate, you must fill out this form and return it to us at 17 Battery Place, 8th Floor, New York, NY 10004.

You can also download the Lost Security Surety Bond form. Please understand that downloading this form does not constitute notification to Continental Stock Transfer & Trust of the loss. You must complete the form and return it to us.

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 can I obtain a copy of my 1099?

You can obtain a copy of a 1099 issued by us by calling us at 212.509.4000 x208. Please be prepared to provide your Social Security number and the name of the issue. This information is also available through ContinentaLink for those securities using this service.

Transferring shares

How do I transfer shares?

If we are the agent for the security, you must mail your certificates to Continental Stock Transfer & Trust Company at 17 Battery Place, 8th Floor, New York, NY 10004.

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 share 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, you must include instructions indicating how you wish the shares to be transferred, including the name, address and Social Security number for each transferee and the number of shares to be transferred.

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.

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

We recommend that you send all certificates by registered mail, return receipt requested. We also suggest that the shipment be insured for 2 percent of the current value of the shares. In the event of loss, a surety bond of 2 percent will be required to replace the certificates. A surety bond is typically obtained by paying a premium to the surety company equal to 2 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; it is best to use a full first name rather than just an initial. An example 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 “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 “Tenants In Common” registration is: Mary Smith & Barbara Smith Ten Com.

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 “Custodial” registration is: Mary Smith Cust 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 that specific information be provided: the name of the trust and/or the maker or beneficiary and the date of the trust instrument. An example “Trust” registration is: Mary Smit Tr U/A dtd 4/15/98 The Mary Smith Trust FBO Mary Smith.

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 indicated by the abbreviation “TOD.”

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.

How are shares transferred to an individual or joint tenant

If we are the agent for the shares you wish to transfer to an individual or a joint tenant, provide us with the following:

  • The certificate(s) or book entry/entries, which should be properly endorsed by the registered owner(s) or accompanied by a properly endorsed share power. The endorsement should be guaranteed by an eligible institution participating in an officially recognized Medallion Signature Guarantee Program.
  • A letter of instruction that 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 of Taxpayer Identification form, completed for each individual. You can get this form from a bank or broker, or you can download it.

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

If we are the agent for the securities, you can transfer shares out of a decedent’s name by providing us with the following:

  • The certificate(s) or book entry/entries, which should be properly endorsed by the legal representative of the estate, e.g., Executor(s), Administrator(s), etc., of the deceased owner in his or her legal capacity or a share 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 that 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 of Taxpayer Identification form, completed for each transferee. You can get this form from a bank or broker, or you can download it.
  • An Affidavit of Domicile and, if applicable, an Inheritance Tax Waiver. Download the Affidavit of Domicile form.
  • If the decedent’s estate is not required to pass through probate, please send the following documents 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. Download the Affidavit of Domicile form.

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

If we are the agent for the securities, you can remove a deceased joint tenant by providing us with the following:

  • The certificate(s) or book entry/entries, 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. Download the Affidavit of Domicile form.
  • A Substitute W-9 Certification of Taxpayer Identification form, completed for each transferee. You can get this form from a bank or broker, or you can download it.

How is a custodial registration changed?

If we are the agent for the security, you can add or remove a name on a security held in custodial registration by providing us with the following:

  • The certificate(s) or book entry/entries, which should be properly endorsed by the current custodian, if still living. 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 custodian 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
  • An Affidavit of Domicile and, if applicable, an Inheritance Tax Waiver.  Download the Affidavit of Domicile form.

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.

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 shares with your broker in a broker account, you are a street-name holder and are not directly registered on the company’s shareholder file maintained by the transfer agent. If you are a street-name holder, 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. 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 (e.g, a commercial bank, broker, etc.) that is a member of a Medallion guarantee program. A guarantor guarantees that the signature on a certificate or share 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 share power. A Medallion Guarantee is obtained from an eligible institution, such as a commercial bank, broker or trust company. The Guarantee provides transfer agents assurance that the person signing a stock certificate or share 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 a “transferee”?

A 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 share power that accompanies shares 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 W-9 certifying that the owner is not subject to backup withholding. Unless we have the required information, we must withhold 28 percent of dividend payments and sale proceeds at the time of payment.

What is “DRS” (Direct Registration System)?

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 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.