Stock Transfer FAQ's
Q1 Answer: A signature guarantee is required to transfer a security as it provides the transfer agent and the company with some proof that the registered owner of the security wishes to transfer the security and to relinquish ownership.
In Canada, there are two acceptable ways to guarantee a security:
A signature guarantee from a Schedule I Canadian Chartered Bank. This form of guarantee is represented by a stamp from the financial institution and is signed by an officer who guarantees that the signature is genuine. The officer must also provide his/her bank identification number.
The second acceptable form of guarantee is to have a financial institution (broker, dealer, etc.) place a Medallion Signature Guarantee supported by a recognized Security Transfer Association Medallion Program indicating that the signature is genuine.
Q2 Answer: If you reside offshore, you can have your signature guaranteed by a representative at a local branch of a Schedule I Canadian chartered bank and he/she can make arrangements to have the security over guaranteed in Canada by the same bank.
Q3 Answer: A Corporate Signing Resolution is required to transfer a security that is registered in the name of a company. The Corporate Signing Resolution identifies the individual(s) who has been given the authority to sign on behalf of the corporation. The resolution must be dated within 6 months of the date the certificate is presented for transfer and specimen signature(s) must also be provided. The individual endorsing the certificate must be different from the person certifying the corporate resolution unless there is only one signing officer. A signature or a Medallion STAMP guarantee is also required when a resolution is presented with the certificate.
Q4 Answer: If you are a registered owner, to change the name that appears on the certificate you must:
Complete the transfer panel (on the reverse side of the certificate)
Place your signature on the signature line, exactly as it appears on the face of the certificate.
Have your signature guaranteed by a Schedule I Canadian Chartered Bank, or financial institution that is a member of a recognized Medallion Signature Guarantee (STAMP) Program.
Q5 Answer: There are both advantages and disadvantages in holding securities in either form. If you have a security registered in your name, you directly receive any dividends, shareholder communications and other entitlements. You are also able to attend and vote in person or by proxy at any shareholders meeting. The disadvantage is that by holding securities in your name, it may take longer to sell or dispose of your security.
If you buy securities from a broker or other financial institution, the securities are not registered in your name but in the broker or financial institution. You are entitled to receive dividends, shareholder communications and other entitlements through your broker. You are also able to attend and vote at shareholders meetings but you can only do so by using your voting instruction form if by mail or by advising your broker you wish to attend whereby the broker will designate you as having a proxy.
Should you wish to have your securities registered directly in your name, instruct your broker at the time of purchase. Ensure you register your securities in your legal name.
What if the shares are registered in the name of a corporation?
Q6 Answer: There are many variables that may affect specific transfers, but, in general, if the certificate is registered in your name, here are the steps to follow (if you are delivering your shares to a broker because you have sold them or otherwise disposed of them, the requirements will be similar but you should check to see if they have any individual requirements):
Print on the transfer panel (on the reverse side of each certificate) exactly how you wish the new certificate to be registered
Sign the transfer panel in the exact way the registration appears on the face of the certificate
Complete a Stock Power of Attorney form (in a similar manner as described above as the form is similar to what appears on the back of a share certificate) and attach it to the certificates
You must sign the transfer panel on the back of the certificate or the stock power of attorney in the appropriate place and have your signature guaranteed by a Canadian chartered bank or a member/participant in a recognized medallion signature guarantee program There is an additional requirement for shares registered in the name of a corporation. A resolution that is dated, or has been signed, within the last 6 months that appoints one or more persons to sign on behalf of the corporation must be delivered with the certificate (or stock power of attorney) signed by the person or persons with the appropriate medallion signature guarantee. Note the resolution must be certified by someone other than the person designated in the resolution unless there is only one signing officer for the corporation. If there is only one signing officer for the corporation, the resolution must state that the person signing the resolution is the "sole signing officer".
Q7 Answer: There are two situations depending on whether the trustee is named in the registration, or the certificate is in the name of the trust itself. A certificate should never be registered in the name of an entity if there is no agreement or legal documents creating the entity and providing for the administration of the assets held by the entity.
If the trustee appears on the certificate then all that is required are the normal transfer requirements for an individual, if the trustee is a person. The trustee would endorse the certificate as the trustee and have his or her signature guaranteed. If the trustee is a corporate entity, then we would require documents identifying those who could sign on behalf of the corporation; the individual(s) named would have to endorse the certificate and have his/her (their) name(s) guaranteed.
If the certificate is in the name of the trust, then the agreement or document (the original or certified copy) creating the trust must be presented with the transfer request, and the appropriate parties named in the trust document must endorse the certificate and have their signatures guaranteed.