Finding a professional agent is crucial, not only in completing a successful corporate action, but also in keeping investors happy and saving money. Whether it be tender offers, company buybacks or something else, we have the necessary expertise to handle your transactions from initial consultation to closing. We are able to assist, lead, and process any type of corporate action. Talk with our corporate action department today to learn more!
Our corporate action services include:
- Stock Splits
- Name Changes
- Company Buybacks
- Exchange Agent
- Escrow Disbursements
- Warrant Offerings
- Tender Offers - cash, share, election
- Merger and Acquisitions
- Private Placements
- Initial and Secondary Public Offerings (IPO/SPO)
Corporate Action Processing Guidlines
Use the guidelines below to file a 10b-17 corporate action such as a corporate name change, dividend, or stock split. Here are the steps required to complete your corporate action.
- Obtain shareholder approval, if required.
- Obtain board approval.
- File amended articles with your state of incorporation, if required.
- Obtain a legal opinion from your counsel, if required.
- Request a new CUSIP. (Colonial Stock Transfer can provide for the company)
- Submit one of the following:
- Exchange Notification Form (major exchange-listed companies only, forms are below)
- FINRA 10b-17 Notice no less than 10 days prior to the effective date (for other small public companies)
- Amend your stock certificate inventory with the transfer agent.
Major Exchange-Listed Companies
If your company is trading on a major exchange such as NYSE, NYSE AMEX, or NASDAQ, you will need to notify your exchange of the corporate action with one of the following forms.
NYSE: Notification of Corporate Action
NYSE AMEX: Listing of Additional Shares
NASDAQ: Notification: Substitution Listing Event
After notifying your exchange, you will be required to send the exchange notification form, a corporate resolution, and certificate of amendment with the state of incorporation (requirements vary by state) to the transfer agent.
Other Small Public Companies
If your company is not trading on a major exchange and is public, you will need to notify FINRA of the corporate action. Upon notifying FINRA, you will need to submit to Colonial a corporate resolution and certificate of amendment (requirements vary by state) detailing the corporate action. Most corporate actions may require a change in the corporate cusip number.
Effective September 27, 2010, the SEC approved FINRA Rule 6490 (Processing of Company-Related Actions). This rule details the following:
1) Timely notice required for certain corporate actions,
2) FINRA's regulatory authority when processing documents, and
3) Implementation of fees for these services.
Issuers must complete necessary forms and pay applicable fees by certain deadlines or they may be subject to delayed corporate action announcements and late fees. Read Colonial Article or View Final Rule
Please refer to the following website for the official guidelines. FINRA Corporate Action Guidelines
Private companies do not need to notify FINRA, but may directly notify Colonial by submitting a corporate resolution and certificate of amendment as filed with the state (requirements vary by state) detailing the corporate action.
IRS Cost Basis Reporting Rule Change
Issuers are required to comply with corporate action IRS cost basis reporting rules for all actions with an effective date after January 1, 2011. (See also pages 119-126 of the final rule taken from the Federal Register)
File Form 8937 if you are an issuer of a specified security that takes an organizational action that affects the basis of that security. The requirement to file Form 8937 applies to both domestic and foreign issuers of securities if the security is owned by U.S. taxpayers, either directly or as a depositary receipt. Issuers are required to furnish Form 8937 to shareholders through mail or website posting. We recommend that issuers include Form 8937 with their shareholder or transmittal letters. (Download Form 8937 and Instructions)