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How to Record Shareholder Information for U.S. Corporations

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How to Record Shareholder Information for U.S. Corporations

In the United States, every corporation maintains a document known as the "stock transfer book" or the "share register" to record the individuals holding issued shares. Ownership interest was symbolized by stock certificates, some of which were artistically designed in the past. For instance, Disney stock certificates featuring the cartoon character Walt Disney and various cartoon characters including Bambi and Winnie the Pooh. The contents of stock certificates are generally prescribed by statute of corporations.

  1. How to Record Holders of Stock Certificates and Their Changes?

    In most cases, individuals who are entitled to vote or receive a share of equity must be identified as the record owner on the specified record date. Recording stockholders is easy, requiring that the individual's name be listed in the official corporate records. Many states allow the corporation to issue shares without certificates, instead maintaining electronic records of share ownership and provides new owners with a written statement.

    When the record owner transfers her stock, she will endorse the stock certificate and hand it over to the transferee. The recipient then submits the endorsed certificate to the corporation and ask for a new certificate to be issued in her name. She then becomes the owner of record, and the original certificate is void. Following this procedure, the transferee is recognized as the "beneficial" owner of the stock certificate.

  2. The Way to Record Shareholders’ Information

    The Securities and Exchange Commission (SEC) has sanctioned a modification allowing for direct book entries of ownership within a corporation's records. The book-entry system serves as a medium between the shareholders and the corporations, facilitating record-keeping. The system is efficient not only for trading but also for the distribution of dividends, which are transferred electronically from the company to brokerage firms on the day the dividend is payable, with the broker promptly depositing the dividend into the respective customer's account on the same day.

  3. What is Record Date of Shareholders?

    The record date is an arbitrary cut off, set as a convenience for the corporation.

    For Example: if a corporation schedules its annual meeting for May 30 and shareholders designate a record date of May 10, the scenario unfolds as follows: Individual A is the record owner of the stock on May 10, and subsequently sells the stock to Individual B on May 11. Despite no longer possessing the stock at the time of the meeting on May 30, Individual A retains the right to vote those shares as she was the record owner on the specified record date.  This principle also applies to scenarios involving dividends, where if a dividend is announced on May 10 but disbursed on May 30, Individual A would be entitled to receive the dividend despite no longer holding the stock.

    The establishment of record dates can be specified in the bylaws, although it is more commonly determined by the board of directors. Legal statutes typically impose restrictions on the timeframe within which record dates can be set, with variations in these limitations. MBCA (2016) provides that the record date may not be more than 70 days prior to the meeting. This interim period allows the corporation to provide adequate notice of the meeting and identify eligible voters. It also enables management and other shareholders to engage in informal votes before the meeting. In cases involving dividend payments, the record date is crucial in determining who will receive the dividend.

    In cases where the board of directors does not officially establish a record date, as commonly observed in non-listed small and medium-sized corporations, the record date is usually considered to be the date on which the meeting notice is distributed.

[1] Richard D. Freer. The law of corporations in a nutshell. West Pub. Co, 2020.


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