What Is Form TA-1?
SEC Form TA-1 is a form used to officially apply for or amend registration as a transfer agent.
A transfer agent is a trust company, bank, or similar financial institution assigned by a corporation for the purposes of maintaining all of its shareholders' financial records and tracking each investor's stock balance.
- SEC Form TA-1 is to be used to register or amend registration as a transfer agent with the federal financial regulators.
- The form is required of transfer agents pursuant to Section 17A(c) of the Securities Exchange Act of 1934.
- A transfer agent is a financial firm charged with maintaining records and accounting for a public company's shareholder accounts.
Understanding SEC Form TA-1
SEC Form TA-1 is used to apply for registration as a transfer agent. Depending on the type of organization applying, a SEC form TA-1 is submitted to one of four regulatory agencies. Those agencies include:
- the Comptroller of the Currency;
- the Board of Governors of the Federal Reserve System;
- the Federal Deposit Insurance Corporation (FDIC); or
- the Securities and Exchange Commission (SEC).
The role of a transfer agent is to keep track of the people and organizations that own its stocks and bonds. Transfer agents are most often banks or trusts, but sometimes companies can serve as their own agents. The provisions that regulate transfer agents are covered under Section 17A(c) of the Securities Exchange Act of 1934.
The transfer agent’s duties include recording transactions, canceling and issuing certificates and processing investor mailings and deals with other investor problems, such as lost or stolen certificates. A transfer agent works closely with a registrar to ensure that investors receive interest payments and dividends when they are due, and to send monthly investment statements to mutual fund shareholders.
Rules and Regulations of Transfer Agents Under Section 17A
Because transfer agents serve both issuing companies and security holders, efficient transfer agent operations are critical to the successful completion of secondary trades. Section 17A(c) of the Securities Exchange Act of 1934 requires that transfer agents be registered with the SEC, or if the transfer agent is a bank, with a bank regulatory agency.
No self-regulatory organization (SRO) oversees transfer agents, therefore the SEC has rules and regulations for all registered transfer agents. The SEC rules exist to facilitate accurate clearance and settlement of securities transactions, and ensure the safeguarding of securities and funds. The SEC rules regarding transfer agents include minimum performance standards regarding the issuance of new certificates and related record-keeping and reporting rules, and the prompt and detailed creation of security holder records. The SEC also conducts regular inspections of transfer agents.
It is illegal for a transfer agent to perform any transfer agent functions without being registered. A transfer agent must apply for registration on SEC Form TA-1 with their appropriate regulatory authority (ARA), and the registration must then become active prior to conducting any business with securities. Registration of a transfer agent becomes effective 30 days after receipt by the ARA of the application for registration.