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12 CFR Part 341 — Registration of Securities Transfer Agents

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PART 341—REGISTRATION OF SECURITIES TRANSFER AGENTS Authority: Secs. 2, 3, 17, 17A and 23(a), Securities Exchange Act of 1934, as amended (15 U.S.C. 78b, 78c, 78q, 78q-1 and 78w(a)). Source: 47 FR 38106, Aug. 30, 1982, unless otherwise noted. § 341.1 Scope. This part is issued by the Federal Deposit Insurance Corporation (the FDIC) under sections 2, 3(a)(34)(B), 17, 17A and 23(a) of the Securities Exchange Act of 1934 (the Act), as amended (15 U.S.C. 78b, 78c(a)(34)(B), 78q, 78q-1 and 78w(a)) and applies to all insured State nonmember banks, insured State savings associations, or subsidiaries of such institutions, that act as transfer agents for securities registered under section 12 of the Act (15 U.S.C. 78 l 1 [81 FR 27297, May 6, 2016] § 341.2 Definitions. For the purpose of this part, including all forms and instructions promulgated for use in connection herewith, unless the context otherwise requires: (a) The term transfer agent (2) Monitoring the issuance of such securities with a view to preventing unauthorized issuance, a function commonly performed by a person called a registrar; (3) Registering the transfer of such securities; (4) Exchanging or converting such securities; or (5) Transferring record ownership of securities by bookkeeping entry without physical issuance of such securities certificates. The term transfer agent Note: The following examples are illustrative of the kinds of activities engaged in by transfer agents under this part. 1. A transfer agent of stock or shares in a mutual fund maintains the records of shareholders and transfers stock from one shareholder to another by cancellation of the surrendered certificates and issuance of new certificates in the name of the new shareholder. A co-transfer agent also performs these functions. 2. A registrar of stock or shares in a mutual fund monitors the issuance of such securities to prevent over-issuance of shares, affixing its signature of each stock certificate issued to signify its authorized issuance. A co-registrar also performs these functions. 3. A registrar of corporate debt securities maintains the records of ownership of registered bonds; makes changes in such records; issues, transfers, and exchanges such certificates; and monitors the securities to prevent over-issuance of certificates. A co-registrar also performs these functions. (b) The term Act (c) The acronym ARA (d) The phrase Federal bank regulators (e) The term Form TA-1 (f) The term registrant (g) The acronym SEC (h) The term covered institution (i) The term qualifying securities (1) Securities registered on a national securities exchange (15 U.S.C. 78 l (2) Securities required to be registered under section 12(g)(1) of the Act (15 U.S.C. 78 l [47 FR 38106, Aug. 30, 1982, as amended at 81 FR 27297, May 6, 2016] § 341.3 Registration as securities transfer agent. (a) Requirement for registration. (b) Application to register as transfer agent. (c) Effective date of registration. www.fdic.gov www.ffiec.gov, [47 FR 38106, Aug. 30, 1982, as amended at 60 FR 31384, June 15, 1995; 81 FR 27297, May 6, 2016] § 341.4 Amendments to registration. (a) Within 60 calendar days following the date which any information reported on Form TA-1 becomes inaccurate, misleading, or incomplete, the registrant shall file an amendment on Form TA-1 correcting the inaccurate, misleading, or incomplete information. (b) The filing of an amendment to an application for registration as a transfer agent under § 341.3, which registration has not become effective, shall postpone the effective date of the registration for 30 days following the date on which the amendment is filed unless the FDIC accelerates, denies, or postpones the registration in accordance with section 17A(c) of the Act. [47 FR 38106, Aug. 30, 1982, as amended at 52 FR 1182, Jan. 12, 1987] § 341.5 Withdrawal from registration. (a) Notice of withdrawal from registration. (b) A notice of withdrawal shall be filed with the FDIC at its Washington, DC headquarters. Deregistration shall be effective upon receipt of notice of withdrawal by the FDIC.

A Request for Deregistration form is available electronically from www.fdic.gov (c) If the FDIC finds that any registered transfer agent for which it is the ARA, is no longer in existence or has ceased to do business as a transfer agent, FDIC shall cancel or deny the registration by order of the Board of Directors. (d) Registration of a transfer agent with another ARA shall cancel registration of the transfer agent with FDIC. [47 FR 38106, Aug. 30, 1982, as amended at 60 FR 31384, June 15, 1995; 81 FR 27297, May 6, 2016] § 341.6 Reports. Every registration or amendment filed under this section shall constitute a report application

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