4000 - Advisory Opinions
Whether a Bank Must Be Registered as a Transfer Agent Under Section 17A of the Securities Exchange Act Where Bank Transfers Only Corporate Debt Securities
FDIC 91-36 April 24, 1991 Gerald J. Gervino, Senior Attorney
In your memorandum of April 22, 1991, as simplified in our telephone conversation of April 23, 1991, you asked if a bank must be registered as a transfer agent under section 17A of the Securities Exchange Act of 1934, 15 U.S.C. § 78q-1, where a bank does not transfer any qualifying equity issues, but transfers corporate debt issues, which may or may not be held by more than 300 shareholders.
Section 17A(c)(1) requires registration of persons performing the function of a transfer agent with respect to any security registered under § 12 of the Exchange Act (and certain insurance companies and investment companies).
Section 12(g) of the Act only applies to equity securities. The only other registration requirement in § 12 is in § 12(a), which requires registration of securities traded on a national exchange ("listed securities'').
Since corporate debt securities are not equity securities, banks that transfer only corporate debt securities are not subject to the registration requirements of § 17A of the Securities Exchange Act of 1934, unless the corporate debt securities are registered on a national securities exchange (listed securities).