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36-TA Application for Registration as Transfer Agent and Amendment Thereto

SEC registration form for Transfer Agent

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SEC FORM 36-TA/36-TAA
APPLICATION FOR REGISTRATION AS A TRANSFER AGENT
AND AMENDMENTS THERETO

APPLICANT’S/TRANSFER AGENT’S NAME:
___________________________________________________
DATE: ______________________________

Firm T.I.N ______________________________________

NEW APPLICATION
RENEWAL
AMENDMENTS
This amendment pertains to items
_________________________________________.
WARNING: Failure to keep this form current and to file accurate supplementary information on a timely basis,
or the failure to keep accurate books and records or otherwise to comply with the Securities Regulation Code
and rules and regulations adopted thereundermay result in disciplinary, administrative, injunctive or criminal
action.
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACTS MAY CONSTITUTE CRIMINAL
VIOLATIONS
1.

Name, address, other details of applicant.

A.

Full name of applicant:

__________________________________________________________________________________________
B. Taxpayer Identification Number:______________________________________________
C.

(1) Name under which applicant’s business primarily is conducted, if different:
___________________________________________________________________________________
(2) List any other name by which the applicant conducts business.
___________________________________________________________________________________

D. If this filing makes a name change on behalf of the applicant, enter the previous name and specify whether
the name change isthe applicant name (2A) or business name (2C):
__________________________________________________________________________________________
(2A)
(2C)
E. Applicant’s main address: (Do not use a P.O. Box) (Number and Street, City, Postal Code)
_________________________________________________________________________________________
F. Mailing address, if different:
__________________________________________________________________________________________
G. Business Telephone Number: ____________________________

Fax No.: _______________________

H. Contact Employee: (Name and Title of Compliance Officer)
_________________________________________________________________________________________
Tel. No.: ___________________________

E-mail address: ________________________________

SEC Form 36-TA
August 4, 2015
Page 1 of 5

APPLICANT’S/TRANSFER AGENTS’S NAME:
_________________________________________________
DATE: ___________________________________________
2.

Paid up capital : _____________________________________________________________________

3.
Name of Officer who is a Certified Public Accountant:
__________________________________________________________________________________________
4.
Indicate in the boxes below each organization with which the applicant is registered or wishes to
become a member of or participant in.

Securities and Exchange Commission (SEC)
Philippine Stock Exchange, Inc. (PSE)
Philippine Association of Stock Transfer Agents (PASTRA)
Philippine Depository and Trust Corporation (PDTC)
Others, specify:
____________________________________________________________________________
5.

Indicate date and place applicant obtained its legal status (i.e. place of incorporation, etc.)

Date of formation:______________ Place of formation: _____________SEC Reg. No.: _________________
(MM/DD/YY)
Applicant’s fiscal year ends: ______________________Date of Annual Meeting:________________________
6.

Functions to be performed:
TA for equities
TA for debt securities
TA for mutual funds
Others

7.

Status of transfers:
Describe the current status of share certificate transfers setting forth in summary form the number of
transfers outstanding by age, the number of shares involved and the projected value represented by
their shares.

8.

Good Standing:
If any of the answers to the following questions is “yes”, provide complete details of all events and
proceedings in the Supplemental Reporting Page (SRP).
Has applicant been found to have:
a) violated or not complied with:
1) the provisions of the SRC, the rules or regulations promulgated
there under?
YES
NO
2) any order, requirements or conditions imposed by SEC?
YES
NO

SEC Form 36-TA
August 4, 2015
Page 2 of 5

APPLICANT’S/TRANSFER AGENTS’S NAME: _____________________________________________
DATE: __________________________________
b) engaged in fraudulent transactions?
YES
NO
c)

failed to comply with its procedures or those of a registered clearing agency?
YES
NO

d) failed to comply with its procedures or those of an exchange?
YES
NO
9.

Ownership:
Shareholders (only those who are officers of registrant and shareholders who owns 5% or more of the
issued and outstanding shares) or partners of registrant:
Name

Address

Percentage of
Shares Held

Profession and
Occupation

Percentage of
Shares Held

Profession and
Occupation

10. Directors and Officers of registrant:
Name

Address

SEC Form 36-TA
August 4, 2015
Page 3 of 5

APPLICANT’S/TRANSFER AGENTS’S NAME:
_________________________________________________
DATE: __________________________________
11.

Exhibits to be filed in connection with theapplicant’s registration as a Transfer Agent under the Code

1.

For existing corporation:
(a)
(b)

Certified True Copy of By-Laws

(c)

Latest Annual Audited Financial Statements;

(d)
2.

Certified True Copy of Articles of Incorporation

General Information Sheet

For newly registered corporations:
(a)

Certified True Copy of Articles of Incorporation;

(b)

Certified True Copy of By-Laws;

(c)

List of Officers and Stockholders

3.
Transfer Agent Rules and Procedures, certified true and correct by its President, including procedures
on withdrawal as transfer agent and successor transfer agent;
4.

Organizational Chart;

5.

Business Plan;

6.

Manual of Corporate Governance

7.
Schedule of fees and charges for approval of the Commission pursuant to SRC Rule 39.1.6. Such
schedule shall not be effective until and unless approved by the Commission.
8.
Copy of the sample engagement letter containing, among others, the identification of the services to be
rendered and specification of the responsibilities of the transfer agent;
9.
Undertaking under oath to comply with the rules and regulations, orders, memorandum circulars and
policies promulgated by the Commission, and of other rules, procedures, standards and policies set by other
Exchanges or Self-Regulatory Organizations and duly approved by the Commission, and its own internal rules
and procedures set for transfer agency operation;
10.
Undertaking under oath to be member of transfer agent association/organization and to submit a copy
of transfer agent agreement with issuer companies;
11.
Undertaking to conduct due diligence prior to engagement to warrant the completeness and reliability
of the records to be received from the company or its former transfer agent;
12.
Undertaking to assume the obligation in relation to the stock transfer services as provided in the
engagement letter during the period of engagement;
13.
Undertaking to subject the information technology, business continuity and disaster recovery, and risk
management systems to a regular review and audit by an independent firm at least once every three (3) years
and such other frequency that the Commission may deem necessary, and to submit the results of said review and
audit to the Commission within thirty (30) days from completion of the audit.

SEC Form 36-TA
August 4, 2015
Page 4 of 5

APPLICANT’S/TRANSFER AGENTS’S NAME: ________________________________________
DATE: __________________________________
Any amendment to such application shall be filed with the Commission on SEC Form 36-TA, in
accordance with the instructions contained therein.
If any of the information reported on SEC Form 36-TA becomes inaccurate, misleading, or incomplete
or requires updating for any reason, such as changes in operating procedures and/or the list of directors and
officers, the registrant shall file an amendment within seven (7) days after the date on which the information in
the application became inaccurate, misleading, or incomplete.
It is unlawful for a transfer agent to perform any transfer agency function with respectto any security
registered under the SRC unless the transfer agent is effectively registered with the SEC.
By submitting this form, registrant and the executing official hereby represent that the information
contained in this SEC Form 36-TA and its attachments is true, correct and complete.
EXECUTION: The applicant consents that service of any civil action brought by or notice of any proceeding
before the Securities and Exchange Commission or any self-regulatory organization in connection with the
applicant’s Transfer Agent activities, may begiven by registered or certified mail or confirmed telegram to the
applicant’s contact employee at the main address, or mailing address if different, given in items 1E, and 1F.
The undersigned, being first duly sworn, deposes and says that he/she has executed this form on behalf
of, and with the authority ofsaid applicant. The undersigned and applicant represent that the information and
statements contained herein, including exhibitsattached hereto, and other information filed herewith, all of
which are made a part hereof, are true, accurate, current and complete. Theundersigned and applicant further
represent that to the extent any information previously submitted is not amended such information iscurrently
accurate and complete.

Date:

Signature over Printed Name of the
Chief Executive Officer

SUBSCRIBED AND SWORN to before me in ___________ City ___________ day of ___________ 20__, affiant/applicant
satisfactorily proven to me his/her identity by exhibiting his/her (government issued ID) _________bearing his/her photograph
and signature with number ____, that he/she is the same person who signed before me the foregoing and acknowledged that
he/she executed the same.

Notary Public

This page shall always be completed in full with original, manual signature and notarization.
To amend, circle items being amended. Affix notary stamp or seal where applicable.

SEC Form 36-TA
August 4, 2015
Page 5 of 5
 
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