FAQ

The information provided here is general information only and not to be taken as legal advice, nor is this to be taken as a legal opinion.

Questions About Transferring Stock

Questions About Inheritance Transfers

Questions About Restricted Stock

Questions about Lost, Stolen, and Damaged Securities

Questions about your Account

Questions about Electronic Deposits (DWAC and DRS)


Questions About Transferring Stock

Q: How do I transfer my shares to someone else?

A: Send your stock certificate, Medallion Guaranteed stock power, instruction letter, and payment to our office at 16540 Pointe Village Dr, Ste 206, Lutz, FL 33558.


Q: Do I have to sign the back of my stock certificate?

A: To change the registration of shares, the certificate must be endorsed by the registered owner. This can be accomplished two ways. Option One: Sign the back of each stock certificate and obtain a Medallion Guarantee. Option Two: Sign ONE stock power to represent all of the certificates you are presenting for transfer and obtain a Medallion Guarantee. If you are NOT changing the registration of your stock, and instead are submitting your stock for an exchange or denomination change, you do NOT need to sign the back of your certificate or stock power.


Q: What is a Medallion Guarantee?

A: A Medallion Guarantee is a certification used for transferring securities provided by an eligible guarantor institution with a membership in an approved signature Medallion Guarantee Program.  It certifies that the signature on a stock power or endorsed stock certificate is authentic and that the institution affixing the stamp accepts liability for any forgery. The Medallion Guarantee is not the same as an acknowledgement by a notary public. The Medallion stamp is bright green in color, and can be obtained at most local banks and large brokerage firms. Click here to learn what the SEC says about medallions.


Q: I cannot obtain a Medallion Guarantee. What should I do?

A: If you live in the US, you are required to obtain a Medallion Guaranteed signature stamp on your stock certificate endorsement or stock power. However, if you live outside the US and it is impossible for you to obtain a Medallion, a notary or other equivalent signature guarantee is acceptable.


Q: Where should I send my transfer request?

A: Please send all transfer packages to 16540 Pointe Village Dr, Ste 210, Lutz, FL 33558. If you need to send additional documents to us, please reference your unique batch number on each document. All documents other than physical certificates, stock powers, and Affidavits can be emailed to inbox@cleartrusttransfer.com.


Q: Do I have to send my original certificate along with my transfer request?

A: Yes. All transfers and cancellations of stock require original stock certificates and original endorsements.


Q: Is there a fee for transferring stock?

A: Yes. Please contact us for assistance in calculating the fees owed.


Q: How do I sell my stock?

A: ClearTrust does not buy or sell shares. You can sell them through a brokerage account or private transaction.


Q: What is the procedure for splitting a share certificate into smaller lots?

A: Written authorization from the registered shareholder is required for splitting into smaller lots. You should enclose the relevant share certificate and transfer fees in your package to ClearTrust. The share certificates, after splitting, will be sent by ClearTrust to the shareholder at their registered address.


Q: What is the procedure for consolidating various share certificates into a single certificate?

A: Shareholders having certificates in various denominations under the same registered account should send a written request, transfer fees, and all the certificates to ClearTrust for consolidation of all the shares into a single certificate. Consolidation of share certificates helps in saving costs in the event that the shares are dematerialized and also provides convenience in case the shares are continued to be held physically.


Q: What is the definition of a transferor and transferee?

A: A transferor is the individual or entity that currently owns the shares as indicated on the stock certificate or Book (DRS/DRIP) statement. The transferor will be required to sign the stock power (with medallion guarantee) to facilitate the transfer of the shares.

A transferee is the individual or entity assigned the shares. He/she will become the new registered owner of shares. Typically, the transferee will be identified in the “assignment” section of a stock certificate or on a stock power that accompanies shares submitted for transfer. To prevent backup withholding, a substitute IRS Form W-9 (Certification of Taxpayer Identification) is required for each transferee.


Q: Why is a substitute Form W-9 required?

A: Federal law indicates that all shareowners must comply with IRS regulations requiring the submission of a certified taxpayer identification number (Social Security Number (SSN) for individuals and Tax Identification Number (TIN) or Employer Identification Number (EIN) for entities, by submitting an executed Substitute IRS Form W-9. Unless we have a certified tax identification number you will be subject to backup withholding and we will be required to withhold at the applicable backup withholding rate on dividend payments and sale proceeds at the time of payment.

For non-US shareholders, an IRS Form W-8BEN will be required. The original of this form is required and it must be updated every three (3) years according to Federal law. The amount of backup withholding varies depending on the country.


Q: If I have a Power of Attorney for an account, how do I transfer the shares?

A: To complete the transfer, ClearTrust requires the following:
• A Request to Transfer Stock / Stock Power form completed and signed by you in your capacity as Attorney-in-fact. In the spaces provided on the stock power form, provide the proper description of the shares and indicate how the shares are to be reissued, including name, address and Taxpayer Identification Number for the new registration.
• The signature must be medallion guaranteed by an eligible financial institution. The Medallion stamp must not be dated or notated in any manner. Your guarantor will require proof of your authority to act. Please note the guarantor will require the Power of Attorney document authorizing you to sell, assign and transfer securities. If the securities are being transferred to your name, the Power of Attorney must authorize you in your capacity as Attorney in Fact to transfer securities to your own name.


For more information, check out our transfer guide and library of forms.

Questions About Inheritance Transfers

Q: What is a Certificate of Appointment?

A: A Certificate of Appointment is a court-issued document that proves the authority of the estate trustee to administer the provisions of the deceased’s will. Contact the state in which the registered owner was domiciled to determine whether or not you need a Certificate of Appointment.


Q: What is an Affidavit of Domicile form, and when should I complete one?

A: An Affidavit of Domicile is a sworn statement which is to be signed before an official notary public. The purpose of this form is to enable ClearTrust to secure the transfer of shares owned by the deceased at the time of his or her death under the laws of the deceased’s legal residence. You are required to complete and submit an Affidavit of Domicile to ClearTrust when transferring shares involving a deceased shareholder.


Questions About Restricted Stock

Q: Why does my stock have a red restrictive legend on it?

A: Stock that is issued directly from an issuer or acquired by affiliates of an issuer is restricted unless there is a registration or safe-harbor exemption that allows them to be sold. Rule 144 is an exemption to registration that allows shareholders to sell restricted stock once certain provisions are satisfied. See our Restricted Stock section to learn more.

Excerpt from http://www.sec.gov/investor/pubs/rule144.htm:

“Restricted securities are securities acquired in unregistered, private sales from the issuer or from an affiliate of the issuer. Investors typically receive restricted securities through private placement offerings, Regulation D offerings, employee stock benefit plans, as compensation for professional services, or in exchange for providing “seed money” or start-up capital to the company. Rule 144(a)(3) identifies what sales produce restricted securities.

Affiliate control securities are those held by an affiliate of the issuing company. An affiliate is a person, such as a director or large shareholder, in a relationship of control with the issuer. Affiliate control means the shareholder has power to direct the management and policies of the company in question, whether through the ownership of voting securities, by contract, or otherwise. If you buy securities from a controlling person or “affiliate,” you take affiliate control securities, even if they were not restricted in the affiliate’s hands.

If the shares were otherwise registered and not restricted by Rule 144, the affiliate control restriction will become eligible for the removal of the affiliate control restriction after a period of 90 days.

If you acquire restricted securities, you will almost always receive a certificate stamped with a ‘restricted’ legend. The legend indicates that the securities may not be resold in the marketplace unless they are registered with the SEC or are exempt from the registration requirements.”

 


Q: How can my restricted stock become free-trading?

A: Technically, there is no such thing as purely free-trading shares. You will always be subject to certain resale provisions when selling stock you acquire from an issuer or privately. However, it is common for people in our industry to refer (inaccurately) to stock that is issued without legend as “free-trading.”

Shares that are registered with the SEC (S-1, S-3, S-8, etc) may be issued without legend.

If shares are not registered, you must qualify for an exemption to registration to sell the shares. Rule 144 is a popular exemption. Under Rule 144, if you intend to sell your shares in a public transaction, you can apply to have the legend removed once certain provisions are met. Check out our Rule 144 section, or click to request our popular Rule 144 Guide.


Q: Is a legal opinion required to release the legend from my shares?

A: You have two options. You can either contact the issuer’s retained legal counsel, or you can contact outside qualified securities counsel. There are multiple sources willing to write your legal opinion, and it is important that you choose an attorney who is knowledgeable about Rule 144 and who will conduct due diligence concerning your eligibility prior to writing you a legal opinion. At the end of the day, you (the shareholder) are solely responsible for complying with Rule 144. Our recommendation.


Q: How can I get a legal opinion?

A: You have two options. You can either contact the issuer’s retained legal counsel, or you can contact outside qualified securities counsel. There are multiple sources willing to write your legal opinion, and it is important that you choose an attorney who is knowledgeable about Rule 144 and who will conduct due diligence concerning your eligibility prior to writing you a legal opinion. At the end of the day, you (the shareholder) are solely responsible for complying with Rule 144. Our recommendation.


Q: Do I have to sell my shares in order to release the restrictive legend?

A: Rule 144 is written to allow a legend to be removed pursuant to an intended or actual sale of stock. Therefore, if you apply to release the legend from your shares, you will be required to sign a Seller’s Representation Letter stating your intent to sell the stock.


Q: Where can I learn more about Rule 144?

A: We recommend you review the SEC’s website for the most direct information source. Also, you should consult with qualified securities counsel. In addition, there are a variety of useful resources available on the web. Check out our Rule 144 section, or click to request our popular Rule 144 Guide.


Q: What if a dispute arises over whether I can remove the Legend?

A: If a dispute arises about whether a restricted legend can be removed, the SEC will not intervene. The removal of a legend is a matter solely in the discretion of the Issuing Company. State law covers disputes about the removal of legends.


Questions about Lost, Stolen, and Damaged Securities

Q: My certificate has been lost, stolen, or damaged. What should I do?

A: Contact us immediately to report this occurrence. We will place a cautionary stop on your certificate(s) to prevent any unauthorized transfer of the shares. We will send you the necessary replacement paperwork which may include the purchasing of a Lost Security Surety Bond and the completion of an Affidavit of Loss and Agreement to Indemnity.


Q: How do I replace my lost certificate?

A:  To determine the documentation necessary (including the form of Affidavit to be signed) and the cost to replace your shares, please see our Lost Certificates section for more information..


Q: I found my certificate, which I previously reported lost. What should I do?

A: Please let us know so that we may lift the stop on your certificate. If your stock has already been replaced by a new certificate, you must return the old certificate to us immediately for cancellation.


Questions about your account.

Q: I have moved. How do I update my address?

A:Written authorization from the Registered Shareholder is required to change a mailing address. Please communicate your new mailing address to us via email inbox@cleartrusttransfer.com or US Mail. You will be required to identify the account by providing the name of the security, the name of the registration as reflected on the stock certificate or Book (DRS/DRIP) Statements, the last four digits of your social security or tax identification number and your old address.

You may also update your contact information by logging in to your account.


Q: I would like a statement of my account. How do I request one?

A: Email us your request at inbox@cleartrusttransfer.com or log in to your account.


Q: What is the status of the transfer request I sent to you?

A: Email us for an update at inbox@cleartrusttransfer.com.


Q: How do I access my account?

A: ClearTrust offers online access to your account to provide you with the information you need, when you need it. 

If you are a current Shareholder, you may log in to our online system and view current information about your holdings. Only Shareholders of Record have access to these features. If you hold your shares in street name, your Broker will be able to provide you with information about your shares.

If you are an Issuing Company, you can view and download reports about all your stocks and shares – log in to your account now.


Questions about Electronic Deposits (DWAC and DRS)

Q: What is DWAC and DRS PROFILE?

A: DWAC (Deposit Withdrawal At Custodian) is a means through which your shares can be deposited into or withdrawn from your brokerage account electronically.

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 Format 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.


Q: What is the difference between DWAC and DRS PROFILE?

A: Both systems essentially accomplish the same thing: your shares will be moved from your ClearTrust account to your brokerage account, or vice versa. The key difference is that all DWAC movements require a Medallion Guaranteed stock power (just like a traditional transfer), whereas DRS PROFILE movements are entirely paperless.


Q: I would like to deposit stock into my brokerage account using DWAC. What should I do?

A: Request your broker to open a DWAC deposit request. Your broker should use TA# 50246.

Simultaneously mail us an original stock power, Medallion Guaranteed, along with an instruction letter to DWAC your shares. Once the original stock power is received and the broker’s request is opened, we will be able to complete your deposit request.

Please note that a transfer agent cannot initiate a DWAC deposit request. It must be initiated by the broker.


Q: I would like to deposit stock into my brokerage account using DRS PROFILE. What should I do?

A: Request your broker to open a deposit request via DRS PROFILE. Your broker should use LPA# 7997. This process is entirely paperless. You do not need to send any paperwork to ClearTrust.


Q: Can I have shares of any stock deposited electronically?

A: No. Only issuers who have been accepted into the DWAC and DRS programs at DTC can take advantage of these electronic depositing systems. ClearTrust is a DWAC and DRS eligible transfer agent, and can apply for issuer eligibility at the request of the issuer.

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