FDIC Law, Regulations, Related Acts
2000 - Rules and Regulations
PART 341REGISTRATION OF SECURITIES TRANSFER AGENTS
§ 341.1 Scope.
This part is issued by the Federal Deposit Insurance Corporation (the FDIC) under sections 2, 3(a)(34)(B), 17, 17A and 23(a) of the Securities Exchange Act of 1934 (the Act), as amended (15 U.S.C. 78b, 78c(a)(34)(B), 78q, 78q--1 and 78w(a)) and applies to all insured State nonmember banks, insured State savings associations, or subsidiaries of such institutions, that act as transfer agents for securities registered under section 12 of the Act (15 U.S.C. 78l), or for securities exempt from registration under subsections (g)(2)(B) or (g)(2)(G) of section 12 (15 U.S.C. 781(g)(2)(B) and (G)) (securities of investment companies, including mutual funds, and certain insurance companies). Such securities are qualifying securities for purposes of this part.
[Codified to 12 C.F.R. § 341.1]
§ 341.2 Definitions.
For the purpose of this part, including all forms and instructions promulgated for use in connection herewith, unless the context otherwise requires:
(a) The term "transfer agent" means any person who engages on behalf of an issuer of qualifying securities or on behalf of itself as an issuer of qualifying securities in (1) countersigning such securities upon issuance; (2) monitoring the issuance of such securities with a view to preventing unauthorized issuance, a function commonly performed by a person called a registrar; (3) registering the transfer of such securities; (4) exchanging or converting such securities; or (5) transferring record ownership of securities by bookkeeping entry without physical issuance of such securities certificates. The term "transfer agent" includes any person who performs these functions as a co-transfer agent with respect to equity or debt issues, and any person who performs these functions as registrar or co-registrar with respect to debt issued by corporations. Note.--The following examples are illustrative of the kinds of activities engaged in by transfer agents under this part.
1. A transfer agent of stock or shares in a mutual fund maintains the records of shareholders and transfers stock from one shareholder to another by cancellation of the surrendered certificates and issuance of new certificates in the name of the new shareholder. A co-transfer agent also performs these functions.
2. A registrar of stock or shares in a mutual fund monitors the issuance of such securities to prevent over-issuance of shares, affixing its signature of each stock certificate issued to signify its authorized issuance. A co-registrar also performs these functions.
3. A registrar of corporate debt securities maintains the records of ownership of registered bonds; makes changes in such records; issues, transfers, and exchanges such certificates; and monitors the securities to prevent over-issuance of certificates. A co-registrar also performs these functions.
(b) The term "Act" means the Securities Exchange Act of 1934.
(c) The acronym "ARA" means the appropriate regulatory agency, as defined in section 3(a)(34)(B) of the Act.
(d) The phrase "Federal bank regulators" means the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, and the Federal Deposit Insurance Corporation.
(e) The term "Form TA-1" means the form and any attachments to that form, whether filed as a registration or an amendment to a registration.
(f) The term "registrant" means the entity on whose behalf Form TA-1 is filed.
(g) The acronym "SEC" means the Securities and Exchange Commission.
(h) The term covered institution means an insured State nonmember bank, an insured State savings association, and any subsidiary of such institutions.
(i) The term qualifying securities means:
(1) Securities registered on a national securities exchange (15 U.S.C. 78l(b)); or
(2) Securities required to be registered under section 12(g)(1) of the Act (15 U.S.C. 78l(g)(1)), except for securities exempted from registration with the SEC by section 12(g)(2) (C, D, E, F, and H) of the Act.
[Codified to 12 C.F.R. § 341.2]
§ 341.3 Registration as securities transfer agent.
(a) Requirement for registration. Any covered institution that performs any of the functions of a transfer agent as described in § 341.2(a) with respect to qualifying securities shall register with the FDIC in the manner indicated in this section.
(b) Application to register as transfer agent.An application for registration under section 17A(c) of the Act, of a transfer agent for which the FDIC is the appropriate regulatory agency, as defined in section 3(a)(34)(B)(iii) of the Act, shall be filed with the FDIC at its Washington, D.C. headquarters on Form TA-1, in accordance with the instructions contained therein.
(c) Effective date of registration. Registration shall become effective 30 days after the date an application on Form TA-1 is filed unless the FDIC accelerates, denies, or postpones such registration in accordance with section 17A(c) of the Act. The effective date of such registration may be postponed by order for a period not to exceed 15 days. Postponement of registration for more than 15 days shall be after notice and opportunity for hearing. Form TA--1 may be completed electronically and is available from the FDIC at www.fdic.gov or the Federal Financial Institutions Examination Council at www.ffiec.gov, or upon request, from the Director, Division of Risk Management Supervision (RMS), FDIC, Washington, DC 20429.
[Codified to 12 C.F.R. § 341.3]
§ 341.4 Amendments to registration.
(a) Within 60 calendar days following the date which any information reported on Form TA-1 becomes inaccurate, misleading, or incomplete, the registrant shall file an amendment on Form TA-1 correcting the inaccurate, misleading, or incomplete information.
(b) The filing of an amendment to an application for registration as a transfer agent under § 341.3, which registration has not become effective, shall postpone the effective date of the registration for 30 days following the date on which the amendment is filed unless the FDIC accelerates, denies, or postpones the registration in accordance with section 17A(c) of the Act.
[Codified to 12 C.F.R. § 341.4]
[Section 341.4 amended at 52 Fed. Reg. 1182, January 12, 1987]
§ 341.5 Withdrawal from registration.
(a) Notice of withdrawal from registration.Any transfer agent registered under this part that ceases to engage in the functions of a transfer agent as defined in § 341.2(a) shall file a written notice of withdrawal from registration with the FDIC. A registered transfer agent that ceases to engage in one or more of the functions of transfer agent as defined in § 341.2(a), but continues to engage in another such function, shall not withdraw from registration.
(b) A notice of withdrawal shall be filed with the FDIC at its Washington, D.C. headquarters. Deregistration shall be effective upon receipt of notice of withdrawal by the FDIC. A Request for Deregistration form is available electronically from www.fdic.gov or by request from the Director, Division of Risk Management Supervision (RMS), FDIC, Washington, DC 20429.
(c) If the FDIC finds that any registered transfer agent for which it is the ARA, is no longer in existence or has ceased to do business as a transfer agent, FDIC shall cancel or deny the registration by order of the Board of Directors.
(d) Registration of a transfer agent with another ARA shall cancel registration of the transfer agent with FDIC.
[Codified to 12 C.F.R. § 341.5]
§ 341.6 Reports.
Every registration or amendment filed under this section shall constitute a "report" or "application" within the meaning or sections 17, 17A(c), and 32(a) of the Act.
TRANSFER AGENT REGISTRATION AND AMENDMENT FORM
DISCLOSURE OF ESTIMATED REPORTING BURDEN
An agency may not conduct or sponsor, and an organization (or a person) is not required to respond to, a collection of information unless it displays a currently valid OMB control number.
Public reporting for this collection of information is estimated to average 1.25 hours per registration, and 10 minutes per updating amendment, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to: Secretary, Board of Governors of the Federal Reserve System, Washington, DC 20551; or Assistant Executive Secretary (Regulatory Analysis), FDIC, Room F-1062, Washington, DC 20429; or Legislative and Regulatory Analysis Division, Office of the Comptroller of the Currency, Washington, DC 20219;
and to the Office of Management and Budget, ATTN: Paperwork Reduction Project (7100-0099, 1557-0124, 3064-0026), Washington, DC 20503.
INSTRUCTIONS FOR USE
GENERAL: Form TA-1 is to be used to register or amend registration as a transfer agent with the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, or the Federal Deposit Insurance Corporation pursuant to Section 17A of the Securities Exchange Act of 1934.
ATTENTION: Certain statutes applicable to transfer agents are referenced or summarized below. Transfer agents are urged to review all applicable provisions of the Federal securities laws.
Note: Detailed guidance for each item on Form TA-1 appears under Part II-Special Instructions for completing Form TA-1.
Part I General Instructions for Filing and Amending Form TA-1
A. Terms and Abbreviations. The following terms and abbreviations are used throughout these instructions.
1. "Act" refers to the Securities Exchange Act of 1934.
2. "ARA" refers to the appropriate regulatory agency, as defined in Section 3(a)(34)(B) of the Act. See General Instruction D on page 3.
3. "Federal Bank Regulators" or "FBRs" refers to the Office of the Comptroller of the Currency ("OCC"), the Board of Governors of the Federal Reserve System ("FRB"), and the Federal Deposit Insurance Corporation ("FDIC").
4. "Form TA-1" includes the Form and any attachments, whether filed as a registration or an amendment.
5. "Registrant" refers to the entity on whose behalf Form TA-1 is filed.
6. "SEC" refers to the Securities and Exchange Commission.
7. "Transfer agent" is defined in Section 3(a)(25) of the Act as any person who engages on behalf of an issuer of securities, or on behalf of itself as an issuer, in at least one of the functions enumerated therein.
8. Examples of transfer agent functions include maintaining
records of securityholders, maintaining records of securities and
securities certificates issued, transferring ownership of securities,
countersigning securities upon issue, monitoring an issue of securities
to preclude over- or under-issuance, and the exchanging or converting
of securities. "Book-issue" securities (those where no securities
certificates are issued) are also included.
B. Who Must File. Under Section 17A(c)(1) of the Act, it is unlawful for any transfer agent to perform any transfer agent function with respect to any qualifying security unless that transfer agent is registered with its ARA.
A "qualifying security" is any security registered
under Section 12 of the Act. Thus, qualifying securities include
securities registered on a national securities exchange pursuant to
Section 12(b) of the Act, as well as equity securities registered
pursuant to Section 12(g)(1) of the Act for issuers that have:
1. total assets exceeding $10,000,000 and a class of equity security (other than an exempted security) held of record by either 2,000 persons, or 500 persons who are not accredited investors (as such term is defined by the Commission), and
2. in the case of an issuer that is a bank, a savings and loan holding company (as defined in section 10 of the Home Owners' Loan Act), or a bank holding company, as such term is defined in section 2 of the Bank Holding Company Act of 1956 (12 U.S.C. 1841), has total assets exceeding $10,000,000 and a class of equity security (other than an exempted security) held of record by 2,000 or more persons. In addition, qualifying securities include equity securities of registered investment companies and certain insurance companies that would be required to be registered under Section 12(g) except for the exemptions provided by subsections (g)(2)(B) (investment companies) and (g)(2)(G) (insurance companies), respectively, of Section 12, i.e., when the asset and shareholder criteria of Section 12(g)(1)(A) are met.
C. When to File. Before a transfer agent may perform any transfer agent function for a qualifying security, it must register on Form TA-1 with its current ARA. Instructions for amending Form TA-1 appear at General Instruction G, on page 3.
A registrant may determine the name and address of its ARA from the following:
1. A national bank, Federal savings bank, or a bank operating under the Code of Law for the District of Columbia, or a subsidiary of any such bank, registers with the Comptroller of the Currency at:
Office of the Comptroller of the Currency
Asset Management Division
Washington, D.C. 20219
For information: Telephone (202) 649-6360
2. A state-chartered bank which is a member of the Federal Reserve System, a subsidiary thereof, a bank holding company, a savings and loan holding company, or a state-chartered trust company or other entity that is a bank within the meaning of the Act that is not required to register with the OCC or FDIC and that is a subsidiary of a bank holding company, registers with the Board of Governors of the Federal Reserve System by submitting a Portable Document Format ("PDF") version of the form and attachments to the designated email address MSD-GSD-Registrationfrb.gov.
Note: All other non-bank subsidiaries of a bank holding company, other than those cited above, register with the Securities and Exchange Commission. See below.
3. A state-chartered bank (other than a bank which is a member of the Federal Reserve System), or a subsidiary thereof, or a state savings association, or a subsidiary thereof, which is insured by the Federal Deposit Insurance Corporation, registers with the Federal Deposit Insurance Corporation by either mailing or submitting an electronic copy of the form (available at www.fdic.gov) and attachments to the secure email address MSG-GSD-Registrationfdic.gov. Report the form and attachments in Portable Document Format ("PDF"). The form may be mailed to the following address:
Federal Deposit Insurance Corporation
Division of Risk Management Supervision
Policy and Program Development Section
ATTN: Registered Transfer Agents
550 17th Street NW
Washington, D.C. 20429
For information contact the FDIC's Division of Risk Management Supervision, Policy and Program Development Section, Registered Transfer Agents, at telephone number (678) 916-2289.
4. All other transfer agents register with the Securities and Exchange Commission, using the SEC's electronic version of Form TA-1, located at: http://www.sec.gov/about/forms/form ta-1.pdf
Registrants file electronically in EDGAR. Registrants should refer to the EDGAR Filer Manual, which is available at the SEC's website (www.sec.gov) for the instructions on preparing the form.
E. Number of Copies. OCC registrants must file the original copy of any registration or amendment.
The original copy of Form TA-1 must be manually signed and any additional copies may be photocopies of the signed original copy. All copies must be legible, on good quality 8-1/2 x 11 inch white paper. The registrant must keep an exact copy of any filing for its records. FRB and FDIC registrants must file a manually signed original copy, and must keep an exact copy of any filing for its records.
F. Effective Dates. Registration of a transfer agent becomes effective thirty days after receipt by the ARA of the application for registration, unless the filing does not comply with applicable requirements or the ARA takes affirmative action to accelerate, deny, or postpone registration in accordance with the provisions of Section 17A(c) of the Act.
G. Amending Registration. Each registrant must amend Form TA-1 within sixty calendar days following the date on which information reported therein becomes inaccurate, incomplete or misleading. When amending Form TA-1, the registrant must identify itself and the filing by answering Questions 1 through 3. Thereafter, only answer questions that require amending. When adding new information, enter that information into the appropriate spaces. The form is completed only after signing and completing questions 14--16 (name of person, signature and date).
Part II Special Instructions for Completing Form TA-1
General. Respond in full to all questions. If the
appropriate response to a question is "none", or "not
applicable", respond with "None" or "N/A", respectively.
When filing an amendment please refer to Section G.
Item 1. In determining which regulatory agency Form TA-1 is filed with, refer to General Instruction D above, How and Where to File, on page 2.
Item 2. A filing on Form TA-1 is either an initial registration or an updating amendment. If this is the first time a Form TA-1 has ever been filed with the regulatory agency indicated in Item 1, check the Registration block. If you are changing information on an earlier Form TA-1 with the same agency, check the Amendment block.
Item 3. The name of the "Registrant" is the current name of the organization, such as a bank, trust company, bank holding company, savings bank, or a subsidiary organization. It is never the name of a person. If the amendment reflects a name change of the Registrant organization, the previous name is also to be indicated.
Item 4. The term "Financial Industry Number Standard" ("FINS" number) means a six-digit number assigned by The Depository Trust Company ("DTC") upon request to financial institutions engaged in activities involving securities. Registrants that do not have a FINS number may obtain one by following the steps described on the DTC web site (www.dtc.org), and clicking on the section entitled "Underwriting." There is a one-page application posted at that location that can be downloaded and printed.
Item 5. State the full street address of the Registrant's principal or main office. This should be the headquarters or principle administrative office of the Registrant, not necessarily the "official" main office listed by bank regulators. A post office box is not acceptable. The full nine-digit Zip Code (12345-6789) is preferred. Do not enter the address of any servicer organization.
Item 6. If the mailing address is different from that given in Item 5, state the full address to which the Registrant wants official mail sent. A post office box is acceptable. The full nine-digit Zip Code (12345-6789) is preferred.
Item 7. Provide a telephone number for the appropriate individual or department at the Registrant to whom questions may be addressed.
Item 8. Indicate the principal transfer agent location of the Registrant where transfer agent processing takes place, if different from Item 5. A post office box is not acceptable. The full nine-digit Zip Code (12345-6789) is preferred. Do not enter the address of any servicer organization.
Item 9. List any other locations of the Registrant where transfer agent processing activities take place, if different from Items 5 and 8. A post office box number is not acceptable. Do not enter the address of any service company.
Item 10. The answer to this question should reflect all securities transferred by the Registrant organization, in all Divisions and/or locations of the Registrant, including any Trust Department. If a Registrant transfers any securities other than its own or those of an affiliate, the question should be answered "No." If the Registrant transfers any mutual funds, including "proprietary" mutual funds affiliated with a bank or its parent company, Item 10 is to be answered "No." For purposes of this form, a transfer agent is an "affiliate" of, or "affiliated" with, a person if the transfer agent, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, that person.
Item 11. If the Registrant contracts with an outside service company to perform the functions of a transfer agent in the Registrant's name, the outside service company must also be a Registered Transfer Agent. In this arrangement, the outside service company is often known as a "private label" transfer agent. Refer to the definition of a transfer agent in Item A.7. on page 1 for examples of transfer agent functions. Any private label transfer agent(s) used by the Registrant are to be listed in this item. Enter the name of the private label servicer and its ARA-assigned Registered Transfer Agent Number. Do not list any EDP servicers (such as SEI or SunGard), even if they maintain records for transfer agent activities. If additional space is needed to answer this question, photocopy the appropriate page of a blank Form TA-1, and continue such answers thereon.
Item 12. If the Registrant performs any "private label" transfer agent servicing for another Registered Transfer Agent (the "Named" Transfer Agent), enter the name of the other Registered Transfer Agent and its ARA-assigned Transfer Agent Number. For an explanation of the term "private label", refer to Item 11. If additional space is needed to answer this question, photocopy the appropriate page of a blank Form TA-1, and continue such answers thereon.
Items 13 through 16.
The name of the individual signing Form TA-1 shall be stated in full (i.e., first name, middle name, and last name). Initials are not acceptable, unless they are part of the individual's legal name. Execution of Form TA-1 and Amendments Thereto. Any officer or director of the Registrant may execute Form TA-1 and any amendments thereto at Item 15 on behalf of the Registrant.
Part III Notice.
Under Sections 17(a)(3), 17A(c), and 23(a) of the Act and the rules and regulations thereunder, the ARA's are authorized to solicit from applicants for registration as a transfer agent and from registered transfer agents the information required to be supplied by Form TA-1. Disclosure to the ARA of the information requested in Form TA-1 is a prerequisite to the processing of Form TA-1.
The information will be used for the principal purpose of determining whether the ARA should allow an application for registration to become effective or should deny, accelerate, or postpone registration to an applicant.