For the Google Bots:
About Us
MSJ Transfer Limited have been a trusted partner for companies and also private clients of all sizes for over 12 years. MSJ Transfer Limited have made a major investment in time and money to develop a software system specifically designed to handle high volume transfers and provide up-to-date shareholder records as well as supporting our clients with a vast range of operational processes related to the transfer of securities. Our system routinely handles thousands of transactions in a single day. For your protection, MSJ Transfer Limited carries $10,000,000 in insurance coverage. Our system assures you that your corporation’s securities are always in balance and that transfers can be made safely. Your shareholder records are updated daily, computer stored and backed up daily for added security. We complement our technology with personalized service. Our highly trained staff is your assurance that transfers are handled thoroughly and efficiently.
In an increasingly complex business world, MSJ Transfer Limited can save you and your shareholders money while providing the most professional, cost effective and innovative issuer services in the industry. Our services span Internet, telephone and paper channels that are designed for transparency to the end investor — from initial client inquiry to fully customizable outputs.
Rest assured that with MSJ Transfer Limited you are in good hands.
Over 1435 clients trust our service
Client Benefits
First Class Personalized Service
Whether it is a stock transfer, proxy, inquiry or something else, MSJ Transfer Limited provides personalized and professional customer service for you and your shareholders every time. There is no need to wait tirelessly for a response. Our live representatives provide support on an individual basis with immediate and direct responses via telephone and email. Further, we are always improving our processes and systems by listening to the feedback of our clients through surveys, online feedback, and random customer service sampling.
Cost Saving Efficiencies
Since MSJ Transfer Limited is not burdened with significant legacy costs and overhead, we are able to deliver cost saving efficiencies to both you and your shareholders. Our commitment to technology, paper elimination efforts, flexible pricing plans, and issuer education on reducing costs will leave you assured that you are receiving all of the possible cost saving benefits and more.
Increased Networking Opportunities
In addition to working in the transfer agent business, members of our team have worked in the brokerage, market making, and investment banking industries. You can benefit from our increased industry insight and networking opportunities with hundreds of industry contacts: attorneys, accountants, investment bankers, lenders, and brokers.
Innovative Technology
With the ability to access your account online, you can perform shareholder address updates, issuance requests, and manage your proxy campaign from start to finish. Shareholders, who sign up for internet account access, are able to view holdings and make updates to their account.
Fast Turnaround Times
For several years, the SEC and other regulators have required routine stock transfers to be processed within three business days. At MSJ Transfer Limited, we went a step further by creating a one business day turnaround policy to ensure that our customers’ investments weren’t negatively affected by the processing timelines allotted by the SEC. It is our goal and commitment to provide immediate turnaround on all requests, whether it is a stock transfer, issuance, or something else.
One Business Day Setup
We are able to transition and setup your company in a timely manner so that you don’t see any interruptions in your securities processing or trading. Our experts will import your shareholder data into our systems within one business day of receipt and guide you through each step of the setup process.
Services
Restriction Removals
Restricted stock certificates customarily bear a legend identifying them as restricted. The main purpose of a restrictive legend is to prevent shareholders from transferring ownership in violation of securities laws or contractual agreements. Certificates bearing a restrictive legend normally will not transfer until the securities represented by your certificates have either: been sold in accordance with the applicable regulatory or contractual restrictions, or are no longer subject to regulatory or contractual restrictions. The absence of a legend does not mean that your shares are unrestricted.
Rule 144 Restrictions
Rule 144 was modified by the Securities and Exchange Commission on December 17, 2007. The new rules eliminated the 144(k) exemptions and reduced the holding periods for fully reporting issuers of non-shell companies.
6-12 Months Holding Period
If you own stock in a fully reporting non-shell company, you may be eligible to sell your stock if you have beneficially owned it for more than 6 months and less than one year. In order to do this, you will need to contact your broker/dealer and they will assist you in removing the restriction.
12+ Months Holding Period
If you are a non-affiliate and have owned stock in a fully reporting non-shell company for more than 12 months, you can remove the restricted legend on your certificate directly through MSJ Transfer Limited. For non-reporting company restriction removals, you may be required to obtain a legal opinion, assuming there is an exemption available under Rule 144.
To remove a 144 restriction on stock that has been held over 12 months, please send the following:
1. Submit the original certificate with the Restriction Removal Instructions.
2. Submit a 144 Sellers Rep Letter.
3. Submit a legal opinion, if required.
4. Enclose required transfer fees per certificate issued and per certificate cancelled plus restricted legend removal legal fees .
5. Submit return shipment information, including applicable fees as specified in the transfer instruction letter.
Registration Statements
Public companies can file registration statements with the SEC that allow shareholders to remove restricted legends and sell existing shares of restricted stock. These registration statements are referred to as selling registration statements, provided that any unsold shares be issued back into the shareholders name with a restriction.
If a registration statement has been filed with the SEC for your shares and is still “effective”, then please send the following in order to free up the shares once the shares have been sold:
1. Submit the certificate with the Transfer Instruction Letter and an acceptable Medallion Signature Guarantee.
2. Submit a confirmation of sale letter signed by the shareholder or brokerage firm, attesting that the shares have been sold pursuant to the prospectus delivery requirements.
3. Attach a copy of the registration statement that list your shares.
4. Enclose required transfer fees per certificate issued and per certificate cancelled plus restricted legend removal legal fees.
5. Submit return shipment information, including applicable fees as specified in the transfer instruction letter.
Lost Stock Certificates
Replacing lost stock certificates can be a complicated and expensive process; therefore, we recommend that shareholders search their records or contact their broker in a final attempt to track down the certificates before filing for a replacement.
Lost Certificate Replacement Process
Step 1: To initiate the replacement process, please send the Lost Securities Form Letter from the shareholder explaining the details and circumstances of the lost certificate. This letter must be returned to MSJ Transfer Limited via fax, or email. This initial step authorizes MSJ Transfer Limited to place a stop on the certificate.
Please note: Shareholders that authorize MSJ Transfer Limited to begin the replacement process and subsequently find their lost certificate before fully replacing the certificate will be subject to a $50.00 recovery-filing fee to reactivate the stock.
Step 2: Upon receiving the Lost Securities Form Letter, MSJ Transfer Limited will send instructions and two lost securities insurance bond affidavits to the shareholder. Both of these affidavits need to be signed, notarized, and returned to our office with the appropriate fees paid by cashier’s check or wire before we can issue a replacement stock certificate. In most circumstances, we can issue a replacement stock certificate within 1-3 business days after receiving the affidavits and cleared US funds. If the stock value exceeds $50,000, the registered holder will need to provide supporting financials of at least 2 times the value of the stock. A co-signor may also provide supporting financials if the registered holder is unable to do so.
Fees: Please consider the market value and liquidity of your stock before beginning the process to replace your certificate. The fees associated with replacing a lost certificate include an open-ended surety bond, based on a percentage of the market value of the stock.
Finding a Lost Certificate
Shareholders that authorize MSJ Transfer Limited to begin the replacement process of a lost certificate and subsequently find their certificate will be subject to a $50.00 recovery-filing fee to reactivate the stock. In order to recover their lost certificate with MSJ Transfer Limited, shareholders will need to send the applicable fees and a signed letter stating that the certificate was found. Once this letter is received, MSJ Transfer Limited will reactivate the certificate and remove the stop previously placed.
For more information regarding our lost certificate replacement procedures, please contact us.
Frequently asked questions
With all the different situations involved in transferring stock, we here at MSJ Transfer constantly answer many questions during the course of a normal business day.
The following is a list of our most common questions;
WHAT IS MY STOCK WORTH?
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.
HOW CAN I CHANGE MY NAME ON MY STOCK?
In order to change your name on your stock certificate(s), please provide a letter of instruction, and/or your physical stock certificate. Your signature can be signed (“Jane Doe formerly Jane Smith”).
HOW DO I CHANGE MY ADDRESS?
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 MSJ Transfer Limited, you can send an email (indicating the company you own shares in, your name and new address) to the following email address
[email protected]NOTE: (If shares are Broker held then you need to contact the Broker and not MSJ Transfer Limited).
HOW DO I TRANSFER SHARES TO MY SPOUSE OR ANYONE FOR THAT MATTER?
In order 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)
YOU MAINTAIN RECORDS OF MY STOCK, IS IT NECESSARY THAT I KEEP THE CERTIFICATES?
Even though we maintain a record of your shares, in order 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.
I LOST MY CERTIFICATE. WHAT DO I NEED TO DO?
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.
WHAT ARE RESTRICTED 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.
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.
WHAT IS RULE 144?
When you acquire restricted securities or hold control securities, you must firstly have them de-restricted before you are able 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 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, MSJ Transfer Limited 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 MSJ Transfer Limited, 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 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 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.
