11571. Certificate in Name of Corporation
(a) Transfer Books Open
A certificate in the name of a corporation or an institution, or in a name with official designation shall be a good delivery only if the statement "Proper papers for transfer filed by assignor" is placed on the assignment and signed by the transfer agent.
(b) Transfer Books Closed
Where a certificate, an assignment or a power of attorney is in the name of a corporation and the transfer books of the issuing company are closed indefinitely for any reason, the certificate shall be a good delivery if the assignment or other instrument effecting transfer on the corporation's behalf is executed by an officer of such corporation, other than the secretary, and is accompanied by (1) a guarantee of such officer's signature executed by a person with the authority to make such a guarantee; (2) a copy of a corporate resolution and a completed and executed certificate of incumbency; and (3) the ownership transfer indemnification, as provided in Rule 11560, affixed to or recorded on the certificate.
(c) Foreign Internal Securities
The foregoing requirements shall not apply to foreign internal securities when the requirements do not correspond to the laws or customs of the country concerned; but instead such laws and customs shall govern such securities.
• • • Supplementary Material: --------------
.01 Sample Certificate and Authorizing Resolution/Certificate of Incumbency.
I hereby certify that a meeting of the Board of Directors of ___________________________ a corporation organized under the laws of the State of ___________________________ held the _________ day of ________________, 20______, at which a quorum was present and acting throughout, the following resolution was duly adopted and is now in full force and effect:
RESOLVED, that any one of the following officers of this Corporation, viz: the President, Vice President, Treasurer or Secretary, be and is hereby fully authorized and empowered to sell, assign, transfer and deliver any and all shares of stock, bonds, debentures, notes, evidences of indebtedness, or other securities now or hereafter standing in the name of or owned by this Corporation, and to make, execute, and deliver, any and all written instruments necessary or proper to effectuate the authority hereby conferred.
I further certify that the authority thereby conferred is not inconsistent with the Charter or By-Laws of this Corporation, and that the following is a true and correct list of the officers of this Corporation authorized to act.
Signing Officers:
In witness, whereof, I have hereunto set my hand and the seal of said Corporation this _________ day of ________________, 20______.
(Affix Corporate Seal)
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___________________________ |
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Secretary |
(The foregoing certification and the assignment of the securities should be executed by different officers.)
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Amended by SR-FINRA-2010-030 eff. Dec. 15, 2010. Amended by SR-NASD-91-13 eff. Nov. 1, 1991. Amended effective September 11, 1991. Selected Notice: 10-49. |