Transfer Agent and Registrar Certificate
(IPO)


Summary

This template may be used to prepare a closing certificate to be delivered by the transfer agent and registrar in connection with an initial public offering (IPO). The certificate provides representations as to certain matters about the company and the issuance of the stock certificates representing the shares sold in the offering. This template includes practical guidance and drafting notes. The form of this certificate typically is attached as an exhibit to the closing memorandum and is not heavily negotiated. For a template closing memorandum, see Closing Memorandum (IPO). For additional information on transfer agents, see Transfer Agent's Role in Going Public. For additional information on IPOs, including templates that may be used in connection with an IPO closing, see Initial Public Offerings Resource Kit.