Board Resolutions: Appointment of Transfer Agent

Summary

This board resolutions template may be used by a company seeking to appoint a transfer agent (and optionally, registrar) with respect to certain securities. This template includes practical guidance, alternate clauses, and drafting notes. Transfer agents are regulated under Section 17A (15 U.S.C. § 78q-1) of the Securities Exchange Act of 1934, as amended, and accompanying rules, primarily Rules 17Ad-1 (17 C.F.R. § 240.17Ad-1) to 17Ad-20 (17 C.F.R. § 240.17Ad-20). Counsel should review the company’s articles of incorporation (or equivalent) and bylaws to verify that appointment of the transfer agent is permitted and to ensure that all necessary corporate actions will be undertaken. In most cases, the company will only need to pass a resolution of the board of directors to approve the appointment of a transfer agent. Counsel should also review the draft transfer agent agreement to ensure that all functions to be undertaken by the transfer agent that require board approval will be included in the resolutions appointing the transfer agent. The transfer agent may request to review these resolutions (or provide its own form of resolutions) to ensure that all necessary resolutions are included. These resolutions may be inserted into the minutes of a meeting of the board of directors, or included in a unanimous written consent of the board of directors, if no meeting is held. For more on board resolutions generally, see Board Resolutions for Capital Markets Transactions Resource Kit. For a full listing of related corporate governance board resolutions content, see Corporate Governance Board Resolutions Resource Kit. For a set of resolutions to terminate a transfer agent and replace with a new transfer agent, see Board Resolutions: Change of Transfer Agent. For more information on transfer agents generally, see Transfer Agents.