FAQ's

Frequently Asked Questions

With all the different situations involved in transferring stock, there comes many questions during the course of a normal business day. The following is a list of our most common questions.

Our team will be able to give you up to date advise on stock valuation that is both public and private. However, the price quote for private valuations depends on opinions 3rd party companies and investors and can vary.

Secure and Private Escrow Agent.

More than stock transfers; we are a trustworthy and neutral third party.

Transfer Securities Inc. is a trustworthy and neutral third party, and we make sure the transaction is fair and complete.

Whether it's a private transaction between two shareholders or a corporate activity, (such as raising capital) using Transfer Securities Inc. as your escrow agent, we can assist you by providing the security and privacy your transaction requires.

We will make sure the stock and funds are in good order and transferable, and then disburse as directed by agreement to the parties at the close of the transaction. It's a simple, safe and cost effective escrow service.

CONTACT US for a custom, detailed quote.

You should always update your address with the companies in which you own shares. The Transfer
Agent also needs to be contacted regarding a change of address. To update your address with
Transfer Securities Inc., you can send an email (indicating the company you own shares in, your
name and new address) to the following email address info@transfersecurities.com

NOTE: (If shares are Broker held then you need to contact the Broker and not Transfer Securities
Inc.

To transfer shares of stock please provide:

A letter of instruction which includes the name, address, social security number and number of
shares for each new account.

Your physical Stock Certificate(s)

Even though we maintain a record of your shares, for you to sell or transfer your stock a physical
certificate must be presented. Please keep your certificates in a safe place -- lock box, home safe or
safety deposit box. You will pay a fee plus a percentage of the value of the stock to replace your lost
certificates. With that said the SEC has approved a new Direct Registration System (DRS). This
book-entry form of ownership permits shareholders to hold and transfer share(s) in a new way.

Shareholders still have all the traditional rights and privileges afforded to shareholders, without the
necessity of having a physical certificate.

To start the Lost Certificate process, please print out the PDF form to fill out and send in per the
instructions on this Lost Securities Form Letter linked on the right. If you have recovered your
certificate(s) after filing a Lost Certificate Form with us, please use this Recovery Form Letter linked
on the right to remove the stop that was placed on the Lost Certificate(s). If you have any questions,
please contact us.

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.

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 de-restricted via a transfer agent or are exempt from the registration requirements.
Affiliate control certificates will be designated as “Affiliate Control” on the face of the certificate, and
may or may not have a legend printed on the back, depending on whether they are registered
shares or not.

When you acquire restricted securities, or hold control securities, you must firstly have them derestricted before you are able to sell them in the marketplace. Rule 144 allows public resale of restricted and control securities if several conditions are met.

When you acquire restricted securities, or hold affiliate control securities, you must find an exemption from the requirements to sell them in the marketplace. Rule 144 allows public resale of restricted and control securities if several conditions are met:

1. You must hold the restricted securities for at least six months if the issuing company is filing with the SEC and current with filings one year. The holding period for a non-reporting company is one year, and a legal opinion letter should be provided addressing the “Shell” status of the issuer.

2. There must be adequate current financial and contact information about the issuer of the securities before the sale can be made.

3. If you are an affiliate, the number of equity securities you may sell during any three-month
period cannot exceed the greater of 1% of the outstanding shares of the same class being sold, or if the class is listed on a stock exchange, the greater of 1% or the average reported weekly trading volume during the four weeks preceding the filing of a notice of sale on Form 144. Over-the-counter stocks, including those quoted on the OTC Bulletin Board and the Pink Sheets, can only be sold using the 1% measurement.

4. If affiliate controlled shares, the sales must be handled as routine trading transactions (and brokers may not receive more than normal commission).

5. If you are an affiliate, you must file a notice with the SEC on Form 144if the sale involves more than 5,000 shares or the aggregate dollar amount is greater than $50,000 in any threemonth period. The sale must take place within three months of filing the notice and, if the securities have not been sold, you must file an amended notice.

If you are not (and have not been for at least three months) an affiliate of the company issuing the securities and have held the restricted securities for at least one year, you can sell the securities without regard to the conditions in Rule 144 discussed above. If the issuer of the securities is subject to the Securities Act reporting requirements and you have held the securities for at least six months but less than one year, you may sell the securities if you satisfy the current public information condition.

If the shares have been held less than six months, Transfer Securities Inc. will not remove the legend without the consent of the Issuer. This is usually in the form of an opinion letter from the Issuer's legal counsel stating that the restricted legend can be removed, and a basis for the opinion.

If you purchased restricted securities from another non-affiliate, you can tack on that non-affiliate's
holding period to your holding period. For gifts made by an affiliate, the holding period begins when the affiliate acquired the securities and not on the date of the gift. In the case of a stock option, including employee stock options, the holding period begins on the date the option is exercised and not the date it is granted.

To begin the process, you can contact the company that issued the securities, or Transfer Securities Inc., to ask about the procedures for removing a legend. Transferring restricted securities and removing the legend can be a complicated process so we recommend that you seek legal counsel from an attorney who specializes in securities law.

Restricted shares are generally only restricted for one year, for instance if they are part of employee benefit or were given in exchange for start-up capital. Once they have been held for one year, you can request the restriction removal when the certificate is submitted with the proper documentation.

This can be arranged through the firm responsible for the administrating company, liquidating company or privately by providing the following: 144D Seller’s Representation Letter, and Reg S Seller’s representation Letter available to download from the Transfer Securities Inc. website under Resources and Download Forms (Please note: we recommend that the shareholder contacts us to make sure they are providing the correct documents and so that we can inform them of any transfer fees that may be incurred.) Upon receipt and pending approval from the corporation, the restriction will be removed and a new certificate issued.

Restriction Removals cannot be done under any circumstance for shares issued by a “Shell” status company as defined by the SEC, and may be removed for a former “Shell” status company, only if the one year reporting requirements are met, and are current.

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