The process for managing the shares owned by a company or fund is complicated, calling for a trained and registered professional to handle the work. The financial experts who handle these issues are known as transfer agents. In order to become a transfer agent, organizations must apply to the SEC (or their primary banking regulator) using Form TA-1. This form provides the necessary information for the regulator to process the registration and place the organization on record as a transfer agent.
What Is SEC Form TA-1?
When businesses sell or manage shares in the company, they need a transfer agent to handle it for themmanage the transaction. Transfer agents registered with the SEC (or appropriate bank regulator) are responsible for issuing certificates, maintaining records, and handling investor services. The transfer agent communicates closely with the business to send investment statements, as well as interest payments and dividends.
To become a transfer agent, organizations must use SEC Form TA-1. Section 17A(c) of the Securities Exchange Act lists requirements that transfer agents must meet in order to qualify. The application is filed directly with the SEC or other regulatory authorities, depending on the entity making the registration.
Who Needs to File Form TA-1?
Any organization that provides services covered under a transfer agent’s duties must register as a transfer agent. This includes transfers, issuances, redemptions, recordkeeping, transactions, and processing corporate actions. Entities are not allowed to provide any of these services until they have applied and their registration is effective.
Filing SEC Form TA-1 is a critical component of compliance with transfer agent protocol. Organizations likely required to file include:
- Broker-dealers
- Banks
- Trust companies
- Non-bank financial institutions
- Third-party service providers
Entities that are not banks will file directly with the SEC. Banks must register with their primary banking regulator — the Office of the Comptroller of the Currency (OCC), Federal Reserve, or Federal Deposit Insurance Corporation (FDIC), depending on the regulatory authority that governs the institution.
SEC Form TA-1 Reporting Requirements
In order to become a transfer agent, organizations must file TA-1 and have their registration become effective with the appropriate regulatory body. They must provide a variety of information, including:
- Organization information, such as name and locations
- Name and basic information for each person providing transfer agent services
- Identification numbers, such as IRS EIN or FINS numbers
- Contact information for personnel in charge of compliance
- Types of services provided, such as dividend disbursement or proxy administration
The form also requires applicants to make certain disclosures. Specifically, they must disclose if they have any affiliates, describe any disciplinary history of the applicant and affiliates, and any other regulated activities they perform.
Filing Instructions and Amendments
Non-bank organizations file Form TA-1 electronically with the SEC through the EDGAR system, while banks file TA-1 with their primary regulator (OCC, Federal Reserve, or FDIC) following that agency’s submission process. The EDGAR system provides tools for businesses to file electronically, as well as searching and retrieval.
Registration becomes effective 30 days after filing unless the appropriate regulatory agency takes action to accelerate, deny, or postpone it. Entities must wait to provide any transfer agent services until their registration is effective.
In some cases, transfer agents must file an amendment to their status. Common amendments include:
- Changes to company name or locations
- Change of people providing transfer agent services
- End of business, which dictates a withdrawal of the filing
In these cases, agents would file a TA-1 amendment via EDGAR with the SEC (or with their primary banking regulator, as applicable) with the correct information, within 60 days of the change.
Compliance Requirements for Registered Transfer Agents
Besides the initial filing of SEC Form TA-1, transfer agents must comply with performance standards set by the SEC. In general, they must follow rules set for them in Section 17A of the Securities Exchange Act of 1934. Specifically, transfer agents must provide accurate recordkeeping and timely processing of securities transactions and corrections. To provide necessary transparency for their actions, transfer agents file an annual report in the form of SEC Form TA-2.
Transfer agents should expect regular examinations or inspections by the SEC or other banking regulators, to confirm that they are following SEC guidelines. Transfer agents who fail to meet requirements may have their status suspended or revoked. Depending on the violation, transfer agents that work in affiliation with the agent in question may face limitations as well.
Support for Transfer Agent Compliance
The process for becoming a registered transfer agent is not simple. After looking at the official SEC TA-1 form, it makes sense to consider options to streamline the work. SEC filing software provides tools for organizations to identify requirements, assemble data, and generate reports to meet SEC regulatory guidelines. DFIN specializes in compliance solutions to help companies create accurate reports and file them on time. Benefits include:
- Data processing for preparation of regular filings, such as SEC Form 10 or TA-2
- Filing assistance for occasional filings, such as SEC Form D or TA-1
- Workflow tools to manage amendments or withdrawals
- Expertise in SEC rule changes and EDGAR filing requirements
We provide expert support for SEC filing matters, including cross-departmental coordination, risk management, and compliance reporting. For more information about our filing software solutions, request a demo today.
