What triggers reporting obligations under the exchange act?

Filing a registration statement under Section 12(b) or 12(g) of the Exchange Act is the most common way a Company becomes subject to ongoing disclosure requirements, but companies may also fall under the Exchange Act reporting requirements if it has more than $10 million in total assets and a class of equity securities that is held by either 2,000 or more persons or 500 or more persons who are not accredited investors, or it lists the securities on a U.S. exchange. If you would like to learn more about our EDGAR services, click here.

By |2026-03-26T17:10:34+00:00January 23, 2026||0 Comments

How do I become a publicly traded company?

Before being able to start selling securities in the open public market, companies must first register their securities with the U.S. Securities and Exchange Commission, file annual reports with the SEC, and comply with the Securities Exchange Act disclosure rule. STC can help with filing the required Form 10, Form 1-A, or Form S-1. To learn more about the different forms, please contact us.

By |2026-03-26T17:10:43+00:00January 23, 2026||0 Comments

What are the different levels of DTC eligibility?

There are 4 levels of eligibility with DTC:

Level 1 – CUSTODY Only
DTC will only accept physical certificates for deposit. While the securities will clear through DTC, the securities will remain registered in either the beneficial holders name or in the name of the broker presenting them to DTC – they will not be transferred into the name of Cede & CO.

Level 2 – DTC Eligible
Only physical certificates can be deposited with DTC. DTC has the ability to serve as the custodian and may hold securities in its nominee name, “CEDE & Co.”

Level 3 – FAST Eligible
The FAST (Fast Automated Securities Transfer) program allows DTC to hold securities in book entry format. This level of eligibility provides security holders the ability to deposit and withdraw shares electronically to a brokerage account. FAST eligibility automatically includes access to the DWAC (Deposit Withdrawal at Custodian) system. This is the primary method of electronically depositing or withdrawing securities from a brokerage account. The fees for this service are automatically billed to the security holders brokerage account.

Level 4 – DRS Eligible
DRS eligibility provides security holders an alternative to the DWAC system. It allows security holders to hold their securities in in book entry form directly with the issuer. DRS transactions do not require a physical medallion signature guarantee as the medallion guarantee is built into the system. Once a broker initiates a DRS transaction the transaction includes the signature medallion protections for the transaction. This can make DRS transactions significantly easier for security holders. This level of eligibility is part of the listing requirements for senior exchanges.

By |2026-02-25T17:50:56+00:00January 23, 2026||0 Comments

What is DTC?

The Depository Trust Company is a subsidiary of the Depository Trust and Clearing Corporation Company (DTCC) and is the primary securities depository for the United States and is the world’s largest securities depository. DTC acts as a limited purpose trust company and provides safekeeping through electronic and physical certificated record-keeping of securities balances. They also act as a clearinghouse to settle trades. They accept more than 3.6 million individual securities for deposit and holds in excess of 35 trillion dollars’ worth of securities. As a clearing agency registered with the SEC, DTC provides security custody and book-entry transfer services for securities transactions in the U.S. market involving equities, corporate and municipal debt, money market instruments, American depositary receipts, and exchange-traded funds. In accordance with its rules, DTC accepts deposits of securities from its participants (i.e., broker- dealers and banks), credits those securities to the depositing participants’ accounts, and effects book-entry movements of those securities. DTC holds securities through its nominee Cede & Co.

By |2026-02-25T17:48:08+00:00January 23, 2026||0 Comments

How do I change transfer agents?

Changing your transfer agent involves notifying your current transfer agent that you are terminating your service with them and contracting with your new transfer agent to service your company. Your prior transfer agent and STC will both make required regulatory filings with the DTCC, and you must satisfy any existing contractual obligations you have with your current agent. Typically, this process can take between 10 and 30 days. Please contact us to learn how we can help you make a seamless transition.

By |2026-02-25T17:46:37+00:00January 23, 2026||0 Comments

How do I choose a transfer agent?

Partnering with a transfer agent is an important decision. Finding an agent with the right balance of experience, cost and customer service is often difficult. You should consider how long the agent has been in business, and their experience with the service offerings applicable to your Company. You should also consider what the shareholder experience will be like with the potential agent. When your shareholders call the agent are they getting a callcenter or a direct account representative? Will you or they be charged per phone call? What are the expected response times to inquiries? Often
your transfer agent is your direct contact with your securityholders, and their experience with the transfer agent is critical.

By |2026-02-25T17:46:31+00:00January 23, 2026||0 Comments

Does my company need a transfer agent?

A partnership with a transfer agent can be beneficial regardless of whether you are a private or publicly traded company. Leveraging a trusted source to oversee your cap table management, handle shareholder communication and access, and administer all of your back-office needs enables you to focus on growing your Company. Let us handle the additional work and regulatory burdens that accompany these functions instead of keeping them in-house.

By |2026-02-25T17:46:25+00:00January 23, 2026||0 Comments

How do I transfer stock when a death has occurred?

If the shares are registered in a Joint Tenancy with rights of survivorship (“JTWROS”), then the death of one of the joint tenants results in the surviving tenant being the sole owner of those shares. If the shares are registered in with a Transfer on Death (“TOD”) Beneficiary, then the beneficiary becomes the owner once the holder passes. In most cases, additional documentation will be necessary to complete the transfer. Click here to review the required documentation.

By |2026-02-26T04:48:36+00:00January 23, 2026||0 Comments

What is a transfer agent?

A transfer agent’s primary function is maintaining accurate shareholder records for clients, with a focus on the issuance, cancellation, and transfer of shares between the company, its shareholders, and the brokerage community. Transfer Agents also process corporate actions (stock splits, name changes, mergers) and pay dividends and distributions to your securityholders on your behalf. To learn more about what a transfer agent does, click here.

By |2026-02-25T17:45:46+00:00January 23, 2026||0 Comments
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