Corporate Action Services
Finding a professional agent is crucial, not only in completing a successful corporate action, but also in keeping investors happy and saving money. Whether it be tender offers, company buybacks or something else, we have the necessary expertise to handle your transactions from initial consultation to closing. We are able to assist, lead, and process any type of corporate action.
Our corporate action services include:
- Stock Splits
- Name Changes
- Company Buybacks
- Exchange Agent
- Escrow Disbursements
- Warrant Offerings
- Tender Offers - cash, share, election
- Merger and Acquisitions
- Private Placements
- Initial and Secondary Public Offerings (IPO/SPO)
Corporate Action Processing Guidelines
Use the guidelines below to file a 10b-17 corporate action such as a corporate name change, dividend, or stock split. Here are the steps required to complete your corporate action.
- 1. Obtain shareholder approval, if required.
- 2. Obtain board approval.
- 3. File amended articles with your state of incorporation, if required.
- 4. Obtain a legal opinion from your counsel, if required.
- 5. Request a new CUSIP. (Colonial Stock Transfer can provide for the company)
- 6. Submit one of the following: 1. Exchange Notification Form (exchange listed companies, see below) or 2. FINRA Notification Form (OTC listed companies, see below)
- 7. Amend your stock certificate inventory with the transfer agent.
- 8. Legal counsel must supply a legal opinion to DTC to maintain DTC eligibility. See Corporate Action Flyer
Exchange Listed Companies
If your company is trading on a major exchange such as NYSE, NYSE American, or NASDAQ, you will need to notify your exchange of the corporate action with one of the following forms.
After notifying your exchange, you will be required to send the exchange notification form, a corporate resolution, and certificate of amendment with the state of incorporation (requirements vary by state) to the transfer agent.
OTC Listed Companies
If your company is trading on an Over-The-Counter (OTC) exchange, you will need to notify FINRA of your corporate action. Upon notification, you will need to submit to Colonial a corporate resolution and certificate of amendment detailing the corporate action. Most corporate actions may require a change in the corporate cusip number, which Colonial can help you obtain.
- FINRA Issuer Company-Related Action Notification Form: Issuer should submit this form to FINRA no less than 10 days prior to the effective date. Starting from June 5, 2023, the Electronic Issuer/ADR Company Related Action Notification forms currently used by FINRA will be replaced by the Corporate Actions Management platform. This new platform will be accessible via the FINRA Gateway at https://gateway.finra.org, and existing users can use their current login information to submit notice of company-related actions. With the Corporate Actions Management Platform, external parties can now submit and update company-related action submissions, make electronic payments via FINRA's OPAY system for assessed notification fees, view the status of submissions, communicate with FINRA via messaging within each submission, receive notifications when a new information request is initiated by FINRA, and respond to requests for information. For more information, such as frequently asked questions, please visit https://www.finra.org/cam-platform.
Effective September 27, 2010, the SEC approved FINRA Rule 6490 (Processing of Company-Related Actions). This rule details the following:
- 1. Timely notice required for certain corporate actions,
- 2. FINRA's regulatory authority when processing documents, and
- 3. Implementation of fees for these services.
Issuers must complete necessary forms and pay applicable fees by certain deadlines or they may be subject to delayed corporate action announcements and late fees. See: FINRA Rule 6490
Private companies do not need to notify FINRA, but may directly notify Colonial by submitting a corporate resolution and certificate of amendment as filed with the state (requirements vary by state) detailing the corporate action.