Frequently Asked Questions


What is a Stock Transfer Agent?

A Stock Transfer Agent works on behalf of a company. They keep a record of every outstanding stock certificate and the name of the person to whom it is registered. When stock is transferred from one person or entity to another, the Transfer Agent performs the transaction and records it.

How should I send certificates to Transfer Online?

You may need to send your certificates to Transfer Online when you wish to transfer your shares. Certificates can be sent by U.S. Mail, or some form of express service. If your certificate is lost in transit, you will need to have it replaced through the surety company. Therefore, you may wish to send the shares by insured mail if the cost to replace the shares would be considerable. Our address is:

Transfer Online, Inc.
512 SE Salmon Street
Portland, OR 97214

How do I replace lost or stolen certificates?

If you have lost your share certificate or you believe it to have been stolen, please notify Transfer Online in writing describing the lost certificate (Issuing Company details, certificate number (if you know it), Shareholder details) and the nature of the loss. Our address is:

Transfer Online, Inc.
512 SE Salmon Street
Portland, OR 97214 We will then send you the relevant forms and request that you complete them before we contact the Issuing Company and re-issue your certificates. You can also notify us via email at This email address is being protected from spambots. You need JavaScript enabled to view it., or fax us at 503-227-6874

How can I contact the company who has issued my share certificate?

From the Transfer Online website you can find contact information for the company who issued your share certificate by clicking on Our Clients under the About Us tab. If you are unable to find the details, please contact us directly.

Can I use this service if my company is based outside of the United States?

Yes, this service is available to companies in the US and outside of the US. Please note that countries outside of the US may need to abide by different regulations than are referred to on this website and in our online databases.

Will all our share information and Shareholder details be secure?

Yes. We take steps to safeguard all of our customer information. We maintain physical, electronic, and procedural safeguards that comply with federal standards to protect customer information, including a PCI Compliant Data Center, Perimeter Security and Tertiary Tier 1 Data Drops. We also have internal controls to keep customer information as accurate and complete as we can. We restrict access to customer information to those employees who need to know that information in the course of their job responsibilities.

How can I pay for these services?

Transfer Online accepts the following forms of payment: check, money order, credit card (Visa, MasterCard, AMEX, and Discover), wire transfer, and ACH (direct deposit – authorization form required).

My Stocks and Shares

How do I sell my stock?

Transfer Online does not buy or sell shares. You can sell them through a brokerage account or private transaction.

How do I transfer shares to someone else?

If you are a Shareholder and would like to transfer your shares to someone else you must inform Transfer Online of your intentions. You can do this by completing and signing the back of the stock certificate, or, if you do not have a paper share certificate, by completing and signing a stock power form (which must be endorsed by all registered owners). All signatures must be guaranteed by a financial institution that is a member of the Medallion Stamp Program. Then, please forward all documentation to:

Transfer Online, Inc.
512 SE Salmon Street
Portland, OR 97214

What is a medallion signature guarantee?

A medallion signature guarantee is a program developed by the Securities Transfer Association to meet the requirements of a Securities and Exchange Commission rule. The rule broadened the number and type of financial institutions eligible to guarantee signatures. By medallion guaranteeing stock to be sold, assigned and transferred, the guarantor takes financial responsibility if the transfer is completed fraudulently.

Where can I get a medallion stamp?

A medallion signature guarantee may be obtained from a bank, brokerage firm, credit union or savings and loan institution that is a member of the Medallion Stamp Program.

Is this the same as a notary stamp?

No. A notary stamp does not provide protection for the investor, the issuer or the transfer agent against fraud. The notary stamp is not an acceptable form of signature guarantee.

How can I find out if an old stock certificate has value?

An old stock certificate may still be valuable even if the stock no longer trades under the name printed on the certificate. The company may have merged with another company or simply changed its name. Contact the Issuing Company, in the first instance, to see if they have any details on file. If the shares are trading, visit and view past trading information. Please note that even if you learn that a certificate has no value, you may find that the certificate itself has value as a collectable.

What is Transfer On Death registration?

Transfer on Death (TOD) registration allows you to pass the securities you own directly to another person or entity (your "TOD beneficiary") upon your death, without having to go through probate. When you register ownership of your shares, either with the stockbroker or the company itself, you make a request to take ownership in what's called "beneficiary form." When the papers that show your ownership are issued, they will also show the name of your beneficiary. By setting up your account or having your securities registered this way, the executor or administrator of your estate will not have to take any action to ensure that your securities transfer to whomever you have designated. However, TOD beneficiaries must take steps to re-register the securities in their names after the death of the shareholder. This involves sending a copy of the death certificate and an application for re-registration to Transfer Online. You can use the Transmittal/Stock Power form available in our Useful Documents to do this.

Stock & Securities Queries

What are restricted and control securities?

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, the affiliate control restriction will become eligible for the removal of the affiliate control restriction after a period of 90 days.

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 registered with the SEC 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.

What is Rule 144?

When you acquire restricted securities or hold control securities, you must find an exemption from the SEC's registration requirements to sell them in the marketplace. Rule 144 allows public resale of restricted and control securities if a number of conditions are met.

What are the conditions of Rule 144 for affiliate control shares?

When you acquire restricted securities or hold affiliate control securities, you must find an exemption from the SEC's registration requirements to sell them in the marketplace. Rule 144 allows public resale of restricted and control securities if a number of 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 three-month 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 I am not an Affiliate of the Issuer, what conditions of Rule 144 must I comply with?

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 as long as you satisfy the current public information condition.

If the shares have been held less than six months, Transfer Online 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 Online, 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.

How do I lift restrictions?

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 may include the 144D Seller’s Representation Letter, and RegS Seller’s Representation Letter available to download from the Transfer Online 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.

What if a dispute arises over whether I can remove the Legend?

If a dispute arises about whether a restricted legend can be removed, the SEC will not intervene. The removal of a legend is a matter solely in the discretion of the Issuing Company. State law covers disputes about the removal of legends.

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