Tag Archives: sec compliance lawyer

What is a Transfer Agent?

Publicly traded companies generally work with SEC registered transfer agents to record transfers of securities, and maintain a current shareholder list.  Transfer agents can perform many useful administrative “back office” tasks for companies which allow management to focus on the core business model.  The most important work done by transfer agents includes:

Transfer Agents for Issuing and Cancelling Stock Certificates

Transfer agents keep track of a public company’s shareholders, including how their stocks are titled.   Shareholders may own stock in certificate form, or in book entry.    These might be titled in the name of an individual, a trust, corporation or LLC.  Once that stock has cleared, the shares are held at the shareholder’s brokerage, or in “street name” in which case the shares will show up under Cede & Co., rather than under a specific shareholder.

Transfer Agents Resolve Issues with Lost, Damaged or Stolen Certificates

Transfer agents have specific processes for resolving issues of ownership when certificates are destroyed or misplaced.  The process usually involves an affidavit, and posting a bond, in the event that someone else later claims to be the rightful owner.

Transfer Agents Can Serve as an Intermediary or Escrow Agent

Transfer agents can also serve as the public company’s payment agent.  For instance, a transfer agent or “TA” can pay out dividends, or other distributions to shareholders.    A TA can also send out proxy materials to shareholders, or assist in the exchange of shares in the event of a merger.

OTC Markets public companies seeking referrals to excellent SEC registered transfer agents can contact OTC securities lawyer Matt Stout at (410) 429-7076 or mstout@otclawyers.com.

When Must an SEC Filer Post an 8-K?

Public companies usually post several 8-Ks throughout the year.   An 8-K should be filed whenever a significant corporate event happens which triggers a disclosure. These are known as “material events” and are beyond what occurs in the ordinary course of business.

Material Events Trigger 8-K Filings

SEC Filers, such as OTC Bulletin Board and OTC Markets OTCQB and OTCQX, must file these 8-Ks promptly when material events occur.  They cannot wait until the next 10-Q or 10-K is due.

SEC Form 8-K Must Be Filed Within 4 Business Days

The time frame in which these SEC fully reporting companies are required to make most 8-K disclosures is within Four (4) Business Days of the triggering material event.  (In some cases the 8-K must be filed even earlier).

The SEC has posted a detailed and helpful explanation of disclosure items that need to be filed in an 8-K on SEC.gov.

OTC Markets Securities Attorney to Review and Draft 8-Ks

Matt Stout is a OTC Markets securities compliance attorney representing microcap public companies, including SEC filers quoted on the OTCQB and OTCQX and those on FINRA’s OTC Bulletin Board (OTCBB).

Issuers with questions regarding SEC regulation and reporting, securities compliance, FINRA corporate actions and DTC eligibility can contact OTC Bulletin Board lawyer Matt Stout at (410) 429-7076 or mstout@otclawyers.com.