The general assignment rule requires that a signature correspond with the name on the certificate in every particular. What question does the correspondence requirement leave unanswered?

Who is authorised to sign where the registered name is not a natural person signing for themselves

Whether the signature may be given on a separate paper rather than on the face of the certificate itself

Whether the transfer agent must accept a guarantee from any particular institution

How many certificates a single assignment document may be used to transfer

The cluster's four rules are arranged in a deliberate sequence rather than arbitrarily. What does that sequence run from, and to?

From the category requiring least documentation to the category requiring most

From the institutionally most straightforward category to the most fact-dependent

From the most commonly encountered category to the rarest in practice

From the oldest of the four rules by adoption date to the most recently added

Most rules of the 11500 subsection address something wrong with a security or with the machinery around it — a temporary certificate, a mutilated one, an issuer's books being closed. What does the certificates-in-various-names cluster address instead?

A restriction imposed on the security by a governmental authority

A defect in the assignment documentation rather than in the underlying security itself

The variety of names in which a certificate may be registered

A failure by the transfer agent to process a presented transfer within the period the rules require

Registrations in the name of a living individual are usually handled by the general assignment rule alone. When does a registration in a living person's name nonetheless fall within the certificates-in-various-names cluster?

When the person holds it jointly with a spouse, so that both co-owners' names appear together on its face

When the person is also a general partner in a firm that holds other certificates of the same issuer in its own name

When the person lives outside the United States and signs the assignment before a foreign notary rather than a guarantor

When the person is named as a trustee, holding in a fiduciary capacity rather than in a personal one

Compared with a certificate registered in a corporation's name, why can it be harder to settle who may sign for a certificate registered in the name of a partnership?

Which partner may bind the firm can turn on that partnership's own internal arrangements more than an officer's authority does

Every partner must sign the assignment personally and together, where a corporation may act through any one officer its board authorised

A partnership must obtain a court order naming its signing partner, where a corporate board can simply pass a resolution instead

A partnership cannot hold securities in its own name, so its certificates are registered to each of the partners individually instead

A certificate registered in the name of a partnership carries an assignment executed in that partnership's name, and the partnership has since dissolved. A successor firm has taken its place and wants to deal with the certificate. What makes this harder than identifying who may sign for a partnership that still exists?

The dissolution leaves the certificate without any owner at all until the issuer cancels it and reallocates the shares it represents

The registered holder no longer exists, so the successor must show its relationship to that holder, not merely name a signer

The successor must obtain a court's confirmation of the dissolution before any of its own partners may sign an assignment of the certificate

The certificate must first be re-registered to the former partners individually before the successor or anyone else may deal with it

A certificate registered in a corporation's name is presented while the issuing company's transfer books are closed indefinitely. How do the transfer-books-closed rule and the certificates-in-various-names cluster divide the problems this certificate raises?

The books-closed rule meets both, a closure of the books displacing every requirement tied to the registered name

The books-closed rule meets who may sign for the corporation; the cluster meets the failure of the transfer machinery

The books-closed rule meets the failure of the transfer machinery; the cluster meets who may sign for the corporation

The cluster meets both, a corporate registration taking the certificate outside the books-closed rule altogether

A member delivers a foreign internal security registered in a firm's name, of the kind for which the general assignment rule's foreign carve-out disapplies that rule's paragraphs (b) through (g). Does the cluster's rule for certificates in the name of a firm govern the registration?

Yes; the carve-out reaches the general rule's own lettered paragraphs and leaves the cluster's rules untouched

No; for such securities every rule of the cluster falls away together with those paragraphs

Yes; a firm-name registration is governed by the firm-name rule wherever the security was issued

No; the same carve-out disapplies the firm-name rule by name, alongside those paragraphs

The issuer's transfer books are open. Kestrel Holdings, a corporation, delivers a certificate registered in its own name, and Kestrel's secretary writes 'Proper papers for transfer filed by assignor' on the assignment and signs it. Does the assignment meet the requirement for a certificate in a corporation's name?

No — the statement must be signed by the transfer agent, not by an officer of the corporation itself

Yes — the secretary keeps the corporation's records of who may act, so the secretary's signature is the proper one

Yes, provided the secretary's signature on the statement is guaranteed by a person authorised to give guarantees

No — the statement counts only when it is signed by the corporation's president, whose office binds the corporation

The issuer's transfer books are closed indefinitely. For a certificate registered in Corran Industries' name, Corran's treasurer executes the assignment and Corran's secretary signs the certification of the authorising resolution and of the officers authorised to act. Does this division of signatures fit the corporate rule and its sample form?

No — the secretary, as the officer who certifies the resolution naming the signers, is the one who must execute the assignment

Yes — the secretary has not executed the transfer instrument, and different officers give the certification and the assignment

No — the officer who executes the assignment must also be the officer who certifies the resolution and the incumbency

No — with the books closed only the corporation's president may execute an assignment on the corporation's behalf

Carl Brandt dies holding shares of a domestic issuer registered in his own name. His executor, Maria Brandt, a domestic individual, signs the assignment as executor and has her signature guaranteed; the certificate still stands in Carl's name. Is it a good delivery?

Yes — she is a domestic individual executor of a domestic issuer's shares, and her signature is guaranteed

Yes, provided she signs her own name followed by the word 'executor' and the name of the estate she acts for

No — the fiduciary restoration reaches certificates registered in the executor's name, and this one is not

No — an executor's execution can never be a good delivery, the restoration reaching trustees and guardians alone

A certificate is registered to Ed Soto and Rita Soto. Ed dies without having signed any assignment, and Rita signs the assignment alone, in her name as it appears on the certificate. Does her signature satisfy the requirement for a certificate registered in two names?

Yes — on a joint owner's death the survivor signs for the whole certificate in the name as registered

Yes, provided her signature is guaranteed and she attaches a copy of Ed's death certificate to it

No — Ed's executor must sign in place of both of them, the joint registration ending with his death

No — Ed is still one of the registered owners named on it, and every registered owner must sign

A certificate is registered to 'Ann Lowe, Executor of the Estate of Tom Lowe'. Ann Lowe signs the assignment 'Ann Lowe' and nothing more. Does the signature correspond with the registered name as the signature standard requires?

No — the words of capacity are part of the name as written on the certificate, and the signature leaves them out

Yes — the words of capacity describe her role rather than her name, so signing her own name in full is enough

No — an executor must sign the decedent's name followed by her own, as 'Tom Lowe, by Ann Lowe, Executor'

Yes, provided the guarantor of her signature confirms separately in writing that she is the executor named

A court appoints Paul Vance, a domestic individual, as conservator of an adult's property. Shares of a Delaware corporation are registered in his name as conservator, and he executes the assignment properly with his signature guaranteed. Is the certificate a good delivery?

No — the guardian category is confined to guardians of a minor's property, and his ward is an adult

Yes — the restored guardian category includes conservators, and it is not confined to guardians of minors

No — the ward is a living adult, so the ward must sign the assignment personally in the ward's own name

Yes, but only once the court's order appointing him is lodged with the transfer agent alongside the assignment

Dana Pryor, the registered owner, is alive and asks her assistant to sign the assignment for her; he signs 'Dana Pryor, by M. Cole, agent'. The certificate is not a good delivery with that assignment. What would make it one?

A signed letter from Ms. Pryor, dated before delivery, confirming that she authorised the assistant to sign

A guarantee of the assistant's signature from a guarantor that the transfer agent finds acceptable

Ms. Pryor signing the assignment herself, in her name as it is written on the certificate

The assistant signing again in his own name alone, with the words 'by' and 'agent' left out

A certificate is registered in the name of Birchfield Components, a corporation. A receiver in bankruptcy appointed for Birchfield executes the assignment, and the documents the corporate rule calls for are supplied with it. Is the certificate a good delivery?

Yes, provided the order appointing the receiver is lodged with the transfer agent together with those documents

Yes — a certificate in a corporation's name is governed by the corporate rule, and its documents are supplied

No — for a corporation in bankruptcy the secretary must execute the assignment, not a receiver or other officer

No — a corporate registration does not take a receiver's execution outside the disqualified executions

A certificate is registered under a Statutory Gifts to Minors Act to an adult custodian holding the shares for a minor, and the custodian executes the assignment. Which requirements must that assignment still meet?

The general ones: a signature corresponding with the registered name, and a guarantee of that signature

None at all — the registration sits outside the rule for fiduciaries, so no assignment requirement reaches it

Those for a restored guardian, the custodian being treated as a domestic guardian of the minor's property

Those for an infant, so the custodian's execution is disqualified until the minor reaches the age of majority

Thorne & Pike, a partnership, executes an assignment in its own name and then dissolves. Thorne Capital, whose general partner Ms. Thorne was a general partner of Thorne & Pike, signs 'Execution Guaranteed' on the assignment but writes no date beside the statement. Is the certificate a good delivery?

Yes — the rule sets no deadline for the statement, so a date can be supplied whenever the certificate is next presented

No — the statement must be signed under a date later than Thorne Capital's own formation, and an undated one is not

Yes — a date matters only where two or more successor firms each sign a statement for the same dissolved firm

No — the statement must carry the date on which Thorne & Pike dissolved, showing the succession was unbroken

Helen Ito's will sets up a trust on her death and names her son Mark, a domestic individual, as its trustee. Shares of an Ohio corporation are registered to Mark Ito as trustee of that trust, and he executes the assignment properly, with his signature guaranteed as the general assignment rule requires. Is the certificate a good delivery?

No — the restoration for individual trustees reaches trusts the settlor set up during life, not trusts arising under a will

Yes, but only where the trustee is also the executor appointed by the same will that created the trust

Yes — the restoration for individual trustees names trusts arising under a will as well as trusts set up during life

No — a trust created by a will remains part of the estate, so the will's executor must assign shares the trust holds

Shares of a Delaware corporation are registered to 'Ruth Cole and Sam Cole, Executors of the Estate of Paul Cole'. Each of them is a domestic individual. Each signs the assignment in the name as it is written on the certificate, and each signature is guaranteed. Is the certificate a good delivery?

No — the restoration reaches a certificate registered to a single fiduciary, and this one names two of them

Yes, provided a copy of the will appointing both executors is lodged with the transfer agent alongside it

No — two people registered together are joint owners, and joint ownership takes a certificate outside the restoration

Yes — the restoration reaches two executors acting together just as it reaches a single executor

A person's shares were registered in his own name while he was a minor. Under the rule that lists an infant among the parties who cannot give a good assignment of a certificate, at what point does his age matter?

When he executes the assignment

When the shares were first registered in his name

When the certificate is presented to the transfer agent for transfer

When the trade that the delivery settles was executed

Two members trade, over the counter, a $10,000 bond of Corwin Mills, a corporation organised under Ohio law, from a fully registered issue. The bond is registered to Victor Lund as executor of his late wife's estate; he is a domestic individual, executes the assignment properly, and his signature is guaranteed. Is the bond a good delivery?

No — the fiduciary restoration reaches shares of stock, so a bond registered to an executor stays among the disqualified executions

Yes — the restoration covers a domestic issuer's securities, and a registered bond is as much a security as a share

Yes, but only once it is re-registered to bearer, the form in which a bond held by an estate must be delivered

No — a bond held by an estate must be assigned through the issuer's bond trustee rather than by the executor

Henri Duval lived and died in Belgium, owning shares of a Delaware corporation. The shares are now registered to his son, Luc Duval, as executor of his estate. Luc is a domestic individual appointed executor by a court in New York; he executes the assignment properly and his signature is guaranteed. Is the certificate a good delivery?

No — an estate of someone who lived and died abroad is a foreign estate, and its executor is not a domestic fiduciary

No — the restoration needs the person whose estate is administered to have resided in the United States at death

Yes — the domestic conditions concern the executor and the issuer, not the place where the decedent lived

Yes, but only once the shares pass out of the estate and are registered to the heirs in their own names

Clara Hollis, the registered owner, executes the assignment of her certificate properly, and Wexley & Co. is inserted in it as attorney. When Wexley & Co. signs the power of substitution, it writes beneath its signature 'transferable to Ohio residents and no one else'. Is the certificate a good delivery?

Yes — the restriction rule looks at the registered owner's assignment, and Ms. Hollis's assignment carries none

Yes, provided the signature Wexley & Co. placed on the power of substitution is guaranteed as the rules require

Yes — words an attorney adds to a power bind the attorney alone, not the transfer of the certificate itself

No — the restriction disqualification reaches a power of substitution just as it reaches an assignment

What brings the requirements of the four rules that FINRA Rule 11570 organizes into FINRA Rule 11550's good delivery standard for registered securities?

FINRA Rule 11550(a)'s demand for an assignment conforming to Rules 11550 to 11574, inclusive

FINRA Rule 11570's own text, which declares each of the four rules a part of that standard

FINRA Rule 11500, the parent series marker, which draws every rule of its subsection into that standard

A Ruling of the Committee under FINRA Rule 11110 adopting the four rules into that standard

The issuing company's transfer books are closed indefinitely, and a corporation delivers a certificate in its own name with an assignment executed by one of its officers. Besides a guarantee of that officer's signature, which paper must accompany the assignment under FINRA Rule 11571(b)?

A court order confirming that the executing officer may act for the corporation in the transfer

An opinion of the corporation's counsel that the transfer breaches no restriction on the shares

A letter from the transfer agent stating the date on which the books are due to reopen

A certificate is registered to 'Rosa Bell, Executor of the Estate of Jim Bell'. Rosa Bell signs the assignment 'Rosa Bell, Executor of the Estate of James Bell', thinking the fuller form of the decedent's name more correct. Does the signature correspond with the registered name?

Yes — James is the full legal form of Jim, so the signature still names the very estate the certificate names

Yes, provided the guarantor of her signature confirms in writing that Jim Bell and James Bell are one person

No — writing James for Jim changes the name as written, and the signature must match it in every particular

No — any signature by a fiduciary must be accompanied by letters testamentary, whatever name is written

Shares of an Ohio corporation are registered to Nina Vale, a domestic individual, as administrator of an estate. She executes the assignment properly and her signature is guaranteed under the general assignment rule. Is the certificate a good delivery?

No — the restoration names executors but not administrators, whose execution stays among the disqualified ones

Yes — the restoration names administrators alongside executors, so her properly guaranteed execution is within it

Yes — the restoration reaches any fiduciary a court appoints, and an administrator is appointed by a court

No — an administrator's execution is restored only once the court has closed the estate and discharged her

Shares of a Delaware corporation are registered to Pierre Roux as executor of an estate. Mr. Roux is not a domestic individual. He executes the assignment properly and his signature is guaranteed. Is the certificate a good delivery?

Yes, provided the court that appointed him is a state court, since that makes him a domestic fiduciary for this purpose

Yes — the word domestic in the restoration describes the issuer alone, and this issuer is a Delaware corporation

No — the restoration names domestic individual executors, and the issuer's being domestic does not make up for that

No — an executor's assignment is restored only if a second fiduciary co-signs it, and Mr. Roux acts alone

Shares are registered under a Statutory Gifts to Minors Act to Dev Shah as custodian for his niece, who is twelve. Mr. Shah signs the assignment in the name exactly as written on the certificate, but no one guarantees his signature. Is the certificate a good delivery?

Yes — a Gifts to Minors Act registration is outside the rule for fiduciaries, so a matching signature is enough

No — the niece is an infant, so no assignment of shares held for her can be good delivery until she comes of age

Yes, provided Mr. Shah attaches a copy of the gift instrument under which he was appointed custodian for her

No — the Gifts to Minors Act exclusion lifts the fiduciary rule, not the general requirement of a guaranteed assignment

FINRA Rule 11570 | Financial Regulation Courses

Certificates in Various Names

SERIES 7 | SERIES 24 | FINANCIAL REGULATION COURSES

FINRA Rule 11570 is the series-level marker for the second instance, within the FINRA Rule 11500 subsection, of the series-marker-within-a-series-marker pattern this dictionary first encountered with FINRA Rule 11360 and the units of delivery cluster. FINRA Rule 11570 organizes the four-rule cluster anticipated throughout this dictionary's coverage of FINRA Rule 11500 and FINRA Rule 11550 — FINRA Rule 11571, Certificate in Name of Corporation; FINRA Rule 11572, Certificate in Name of Firm; FINRA Rule 11573, Certificate in Name of Dissolved Firm Succeeded by New Firm; and FINRA Rule 11574, Certificate in Name of Deceased Person, Trustee, etc. FINRA Rule 11570 has no operative text. Its FINRA.org page returns no rule text under The Rule tab, shows no amendment history, and lists no selected notices — only its four organized child rules.

FINRA Rule 11570 sits within the 11500 Delivery of Securities with Restrictions subsection of the 11000 Uniform Practice Code as the series-level marker for the Certificates in Various Names cluster, immediately following FINRA Rule 11560's certificate of company whose transfer books are closed framework and immediately preceding FINRA Rule 11571, the first rule of the cluster it organizes.

The Unifying Theme: Non-Individual and Special-Status Registration Names

FINRA Rule 11570's four organized rules collectively address a dimension of registered securities that FINRA Rule 11550's general framework, examined in this dictionary's preceding entry, did not specifically resolve — what additional or different requirements apply when a certificate is registered not in the name of a living individual acting in their own personal capacity, but in one of various other categories of name.

FINRA Rule 11550(c)'s technically correct signature standard requires that a signature correspond with the name as written upon the certificate in every particular — but this standard, by itself, does not address the prior question of who is authorized to sign on behalf of a name that is not a natural person signing for themselves. When a certificate is registered in the name of a corporation, who signs the assignment on the corporation's behalf, and what additional documentation establishes that person's authority to do so?

When a certificate is registered in a firm or business name, is it to be treated as registered in the name of a partnership or of a corporation? When an assignment or power of substitution has been executed in the name of a firm that has since dissolved, with a successor firm now in its place, what must the successor firm do before the certificate is a good delivery? And when an assignment is executed by a person since deceased, or by a trustee, executor, administrator, guardian or other party acting for someone else, is the certificate a good delivery at all?

Each of these four questions corresponds to one of the four rules FINRA Rule 11570 organizes — FINRA Rule 11571 for corporations, FINRA Rule 11572 for firms, FINRA Rule 11573 for dissolved firms succeeded by new firms, and FINRA Rule 11574 for deceased persons, trustees, and similar categories. Together, these four rules complete FINRA Rule 11550's general assignment and signature framework by addressing the specific authority and documentation questions that arise when the registered name on a certificate is not simply that of a living individual signing for themselves.

The Progression from General to Increasingly Specialized Categories

FINRA Rule 11570's four child rules, taken in their numbered sequence, present a progression from relatively straightforward institutional categories toward increasingly specialized and fact-dependent categories.

FINRA Rule 11571's corporation category represents perhaps the most institutionally straightforward of the four — corporations are formal legal entities with well-established conventions for who may act on the corporation's behalf (typically corporate officers, acting pursuant to board authorization or general corporate authority) and well-established documentary mechanisms (corporate resolutions, incumbency certificates, and similar instruments) for establishing that authority.

FINRA Rule 11572's firm category addresses a less formally structured category than corporations — firms, in the sense of partnerships and other unincorporated business associations, may have less standardized internal governance documentation than corporations, and the question of which partner or partners may bind the firm with respect to a specific certificate may depend on the specific partnership's own internal arrangements to a greater degree than would be the case for a corporation's officers.

FINRA Rule 11573's dissolved-firm-succeeded-by-new-firm category introduces a temporal dimension absent from the first two categories — this category does not simply ask who may act on behalf of an existing entity, but addresses the more complex question of how a successor entity establishes its relationship to, and authority over, a certificate registered in the name of a predecessor entity that no longer exists.

FINRA Rule 11574's deceased person, trustee, etc. category is the most fact-dependent and potentially most legally complex of the four — addressing not an institutional entity at all, but an individual who has died (raising questions of estate administration, executors, and administrators) or a trustee acting in a fiduciary capacity (raising questions of trust instruments, successor trustees, and the scope of fiduciary authority), with the etc. in the rule's title covering the further categories the rule lists, among them guardians, infants, receivers in bankruptcy, agents, attorneys, and executions with a qualification, restriction or special designation.

FINRA Rule 11570's Place in the Broader FINRA Rule 11500 Subsection

FINRA Rule 11570's position — following FINRA Rule 11560's transfer-books-closed framework and preceding FINRA Rules 11580 and 11581's limited partnership transfer framework — situates the Certificates in Various Names cluster within the broader registered-securities-transfer-documentation theme that FINRA Rule 11550 established and that FINRA Rule 11560 extended to the transfer-books-closed scenario. Where FINRA Rule 11550 established the general framework (assignment execution, signature standards, powers of substitution, guarantees, and the Uniform Transfer Instruction Form) and FINRA Rule 11560 addressed a specific institutional-failure scenario (the issuer's own transfer books being closed), the FINRA Rule 11570 cluster addresses a different dimension — chiefly not a failure of institutional infrastructure (although FINRA Rule 11571(b) sets out what a corporation's certificate needs when the issuing company's transfer books are closed indefinitely), but the variety of registration-name categories that the general FINRA Rule 11550 framework's signature and authority concepts must be adapted to address.

This positioning — between a rule addressing an institutional-infrastructure problem (FINRA Rule 11560) and the limited partnership transfer rules (FINRA Rules 11580 and 11581) that, per this dictionary's FINRA Rule 11500 entry, represent the operative expansion of FINRA Rule 11100(a)(5)'s Direct Participation Program exclusion — places the Certificates in Various Names cluster as a kind of completing middle section within the FINRA Rule 11500 subsection's broader registered-securities-transfer documentation framework, addressing the registration-name dimension before the subsection turns to the distinct category of limited partnership interests in its final two rules.

Connection to FINRA Rules 11100, 11360, 11500, 11550, 11560, and 11580 Through 11581

FINRA Rule 11570 connects to FINRA Rule 11360 as a structural parallel — the second instance within this dictionary's coverage of a series-marker-within-a-series-marker, organizing a cluster of category-specific rules (here, registration-name categories; there, security-type categories for units of delivery) beneath a broader subsection marker. It connects to FINRA Rule 11500 as its immediate parent series marker, within which FINRA Rule 11570 organizes the Certificates in Various Names cluster as one component of the broader thirteen-entry subsection. It connects directly and substantively to FINRA Rule 11550 — whose general assignment, signature, and authority framework the four rules FINRA Rule 11570 organizes will elaborate for their respective registration-name categories, with FINRA Rule 11550(a)'s conforming to the requirements set forth in Rule 11550 to 11574, inclusive explicitly incorporating this entire cluster, and FINRA Rule 11550(i)'s foreign internal securities carve-out specifically exempting FINRA Rule 11572 (certificates in the name of a firm) alongside paragraphs (b) through (g) for most foreign internal securities. It connects to FINRA Rule 11560 as the immediately preceding rule, both addressing dimensions of registered-securities transfer documentation that extend beyond FINRA Rule 11550's baseline framework — institutional infrastructure failure for FINRA Rule 11560, registration-name categories for the FINRA Rule 11570 cluster. And it connects to FINRA Rules 11580 and 11581 — the limited partnership transfer rules that follow the FINRA Rule 11570 cluster within the FINRA Rule 11500 subsection, addressing yet another category of registered interest (limited partnership securities) with its own transfer documentation framework distinct from, but conceptually adjacent to, the corporate-securities-oriented framework that FINRA Rule 11550 and the FINRA Rule 11570 cluster together establish.

Corporate and Institutional Registrations in Practice

FINRA Rule 11571(a) governs while the issuing company's transfer books are open. It reaches three kinds of registration: a certificate in the name of a corporation, a certificate in the name of an institution, and a certificate in a name with official designation. Each is 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.

The statement has to come from the transfer agent. Suppose Alder Holdings, a corporation, delivers a certificate registered in its own name while the issuer's transfer books are open, and Alder's own secretary writes "Proper papers for transfer filed by assignor" on the assignment and signs it. That does not meet FINRA Rule 11571(a), because the statement has been signed by an officer of the corporation, not by the transfer agent. The certificate becomes a good delivery under that paragraph when the transfer agent signs the statement.

The requirement is not limited to corporations. A certificate registered in the name of an institution, such as a university or a hospital foundation, falls within FINRA Rule 11571(a) whether or not the institution is incorporated, because the paragraph names institutions alongside corporations. Delivered while the issuer's transfer books are open, it too needs the transfer agent's signed statement on the assignment.

When the issuing company's transfer books are closed indefinitely for any reason, FINRA Rule 11571(b) governs a certificate, assignment or power of attorney in the name of a corporation. The assignment or other instrument must be executed by an officer of the corporation other than the secretary. It must be accompanied by a guarantee of that officer's signature executed by a person with the authority to make such a guarantee, a copy of a corporate resolution with a completed and executed certificate of incumbency, and the ownership transfer indemnification provided for in FINRA Rule 11560, affixed to or recorded on the certificate.

The sample certificate in the rule's supplementary material is signed by the Secretary, and it adds that the certification and the assignment of the securities should be executed by different officers. So where the issuing company's transfer books are closed indefinitely and Alder's treasurer executes the assignment while Alder's secretary signs the certificate of the resolution and of the officers authorized to act, the work is divided as the rule and its sample contemplate. The secretary has not executed the transfer instrument, and the certification and the assignment come from different officers.

A Registration in the Cluster When the Issuer's Transfer Books Are Closed

FINRA Rule 11560 applies to a certificate of a company whose transfer books are closed indefinitely for any reason. Such a certificate is a good delivery only if the ownership transfer indemnification is affixed to or recorded upon it, and it must also conform with all the applicable delivery requirements of FINRA Rule 11550. FINRA Rule 11550(a) in turn requires an assignment conforming to the requirements of FINRA Rules 11550 to 11574, inclusive. For a certificate of such a company, the indemnification and the cluster's requirements therefore both apply.

Consider a certificate of Greyfield Mining, a Delaware corporation whose transfer books are closed indefinitely. The certificate is registered in the name of Ruth Okafor as executor of an estate. Ms. Okafor is a domestic individual executor; she executes the assignment and has her signature guaranteed. FINRA Rule 11574(b) allows an assignment executed by a domestic individual executor to be a good delivery for a domestic issuer's securities registered in the executor's name. That provision does not deal with the ownership transfer indemnification. FINRA Rule 11560 still requires the indemnification to be affixed to or recorded upon the certificate before it is a good delivery.

Business Names: When the Partnership Presumption Gives Way

FINRA Rule 11572 sets a presumption. Unless the endorsement specifies otherwise, stock registered in a firm or business name is presumed to be registered in the name of a partnership and not a corporation. The presumption decides how a business-name registration is treated, and the endorsement is what displaces it.

Suppose a certificate is registered to "Marlow Trading, a Delaware corporation". The endorsement specifies that the holder is a corporation, so the presumption gives way and the certificate is treated as one in the name of a corporation. The requirements of FINRA Rule 11571 for a certificate in the name of a corporation then apply to it: while the issuer's transfer books are open, the transfer agent's signed statement "Proper papers for transfer filed by assignor" on the assignment.

A name such as "Harlow & Co." does not specify the holder's legal form. "Co." is part of the business name, and FINRA Rule 11550(c) itself treats "Company" and "Co." as interchangeable in a signature. Nothing in such a name is an endorsement specifying a corporation, so the presumption that the stock is registered in the name of a partnership stands.

The presumption does not apply to every security. FINRA Rule 11550(i) provides that paragraphs (b) through (g) of FINRA Rule 11550, and FINRA Rule 11572, shall not apply to Foreign Internal Securities in registered form, except for Canadian Securities, American Depositary Receipts, American Shares, New York Shares and similar securities. Shares that are Canadian Securities, registered in a business name, are therefore outside that carve-out, and the partnership presumption applies to them unless the endorsement specifies otherwise.

Dissolved Firms and Their Successors in Practice

FINRA Rule 11573 deals with a certificate carrying an assignment or a power of substitution executed in the name of a firm that has since dissolved and is succeeded by a firm or firms having as general partners one or more of the general partners of the dissolved firm. Such a certificate is a good delivery only if the new firm, or one of the new firms, has signed the statement "Execution Guaranteed" under a date subsequent to the formation of the new firm so signing.

A dissolved firm may be succeeded by more than one firm. Rowan & Lake, whose general partners were Ms. Rowan and Mr. Lake, executed an assignment in its own name and then dissolved. Ms. Rowan formed Rowan Partners on 1 March and Mr. Lake formed Lake Capital on 1 May, each as a general partner of the new firm. Rowan Partners alone signs "Execution Guaranteed" on the assignment, dated 10 April. The certificate is a good delivery. The rule is satisfied by one of the new firms, and the date need only be subsequent to the formation of the firm that signs, here Rowan Partners, not that of Lake Capital, which did not yet exist on 10 April.

The rule describes successors by continuity of general partners. If a new firm takes over a dissolved firm's business but none of its general partners was a general partner of the dissolved firm, it is not a successor of the kind FINRA Rule 11573 describes. Its "Execution Guaranteed" statement is therefore not the statement that rule provides for.

Owners Who Have Died

FINRA Rule 11574(a)(1) provides that a certificate is not a good delivery with an assignment or power of substitution executed by a person since deceased. The words "since deceased" reach a person who has died after executing the assignment. Tom Lee signs the assignment on his certificate in March, dies in May, and the certificate is delivered in June with that assignment. Mr. Lee signed while he was alive, but by the time of delivery he is a person since deceased, so the certificate is not a good delivery. The rule makes no exception for an assignment that was otherwise in order when it was signed.

FINRA Rule 11574(b) restores good delivery for assignments executed by domestic individual executors or administrators, domestic individual trustees under an inter vivos or testamentary trust, and domestic guardians, including committees, conservators and curators. It applies only to securities of a domestic issuer which are registered in the names of those fiduciaries. So if Mr. Lee's certificate still stands in his own name and his executor, Ann Lee, signs the assignment as executor, paragraph (b) does not reach it, because the certificate is not registered in the name of an executor. An assignment executed by an executor, outside paragraph (b), falls in paragraph (a)(5), and the certificate is not a good delivery.

A certificate may be registered in the names of two people, one of whom has died. FINRA Rule 11550(e) provides that a certificate registered in the names of two or more individuals or firms is a good delivery only if signed by all the registered owners. Suppose a certificate is registered to Tom Lee and Ann Lee, Mr. Lee dies without having signed an assignment, and Ms. Lee signs alone. Her signature does not satisfy FINRA Rule 11550(e), because Mr. Lee is still one of the registered owners named on the certificate and he has not signed it.

Executors, Trustees and Guardians: Registration and Signature

A fiduciary's signature must still meet the general signature standard. FINRA Rule 11550(c) requires the signature to an assignment to correspond with the name as written upon the certificate in every particular, without alteration or enlargement or any change whatever. Where a certificate is registered to "Ann Lee, Executor of the Estate of Tom Lee", the words of capacity are part of the name as written on the certificate. An assignment signed "Ann Lee" alone leaves them out and does not correspond with that name in every particular.

The guardian category in FINRA Rule 11574(b)(3) is wider than guardians of minors. It covers domestic guardians "including committees, conservators and curators". A court appoints Paul Vance, a domestic individual, as conservator of an adult's property, and a certificate of a corporation organized under Delaware law is registered in his name as conservator. He executes the assignment properly and his signature is guaranteed under FINRA Rule 11550(h). The certificate is a good delivery.

FINRA Rule 11574(b) defines a domestic issuer as one organized under the laws of any state in the United States or the District of Columbia. Shares of an issuer organized under the laws of the District of Columbia, registered in the name of a domestic individual administrator of an estate, are therefore securities of a domestic issuer for paragraph (b), and the administrator's properly assigned and guaranteed execution can be a good delivery. Shares of an issuer organized under the laws of another country are not securities of a domestic issuer, whoever the fiduciary is.

Agents and Receivers

FINRA Rule 11574(a) lists an agent among the parties whose execution of an assignment or power of substitution prevents a good delivery. The owner's being alive and having authorized the agent does not change that. Dana Reyes, the registered owner, asks her assistant to sign the assignment for her, and the assistant signs "Dana Reyes, by M. Cole, agent". The certificate is not a good delivery with that assignment. It becomes one when Ms. Reyes signs herself, in the name as written on the certificate.

A receiver in bankruptcy is also on the list. Suppose a certificate is registered in the name of Birch Components, a corporation, and a receiver in bankruptcy appointed for Birch executes the assignment. The certificate is not a good delivery with that assignment. Registration in a corporation's name does not take it outside FINRA Rule 11574(a): the rule's only reference to FINRA Rule 11571 concerns trustees acting in the capacity of a board of directors of a corporation or association, not a receiver.

Minors: Infant Owners and Gifts to Minors Act Custodians

FINRA Rule 11574(a)(4) lists an infant among the parties whose execution prevents a good delivery. A certificate registered in the own name of a sixteen-year-old, with an assignment he has signed himself, is not a good delivery.

FINRA Rule 11574(c) provides that the rule does not apply to certificates registered under a Statutory Gifts to Minors Act. For such a certificate, with an adult custodian holding the shares for a minor, neither the list of disqualified executions in paragraph (a) nor the restoration in paragraph (b) applies. The general requirements still do. FINRA Rule 11550(a) requires any registered security, to be a good delivery, to be accompanied by an assignment conforming to FINRA Rules 11550 to 11574, so the custodian's signature must still correspond with the name as written on the certificate, and each assignment must still bear a guarantee acceptable to the transfer agent or registrar.

Who Bears the Cost When These Requirements Are Not Met

FINRA Rule 11550(a) requires an assignment conforming to the requirements set forth in FINRA Rules 11550 to 11574, inclusive, and adds that any expense incurred through failure of a seller to meet these requirements shall be paid by the seller. The four rules of the cluster are within that range. So where a seller delivers a certificate in a corporation's name whose documentation falls short of FINRA Rule 11571, and the buyer incurs expense because of it, the seller pays that expense.

The guarantee a fiduciary needs under FINRA Rule 11574(b) is the guarantee described in FINRA Rule 11550(h): one acceptable to the transfer agent or registrar. That paragraph states that it does not intend a "New York," national securities exchange member or other specific guarantee to be required. So an executor whose signature is guaranteed by her own bank, in a form the transfer agent accepts, has met the guarantee condition, although the guarantor is not an exchange member.

After the Cluster: Limited Partnership Interests

The rules that follow the cluster deal with limited partnership securities. FINRA Rule 11580(a) requires each member that participates in the transfer of limited partnership securities, as defined in FINRA Rule 2310, to use standard transfer forms in the same form as set forth in FINRA Rule 11581. It does not apply to limited partnership securities that are traded on a national securities exchange, or that are on deposit in a registered securities depository and settle regular way. So a member taking part in the transfer of an unlisted limited partnership interest held outside a depository uses the standard forms, while units of a limited partnership listed on a national securities exchange are outside that requirement.

A Successor's "Execution Guaranteed" Statement Must Carry a Date

FINRA Rule 11573 asks for more than a successor's signature. The new firm must have signed the statement "Execution Guaranteed" under a date subsequent to the formation of the new firm so signing, so the date is one of the things the rule requires.

Suppose Vale & Hart, a partnership, executed an assignment in its own name and then dissolved. It was succeeded by Vale Partners, whose general partner, Ms. Vale, had been a general partner of Vale & Hart. Vale Partners signs "Execution Guaranteed" on the assignment but writes no date. The certificate is not a good delivery under FINRA Rule 11573. The statement has not been signed under any date, so it has not been signed under a date subsequent to Vale Partners' formation. When Vale Partners signs the statement under a date after its own formation, that condition is met.

Trustees Under a Will, and Fiduciaries Who Act Together

FINRA Rule 11574(b)(2) restores good delivery for an assignment executed by domestic individual trustees under an inter vivos or testamentary trust. Both kinds of trust are named. Shares of an Ohio corporation are registered to Mark Ito as trustee under a testamentary trust. Mr. Ito is a domestic individual. He executes the assignment properly, and his signature is guaranteed under FINRA Rule 11550(h). The certificate is a good delivery. The trust is one of the two kinds paragraph (b)(2) names, the issuer is organized under the laws of a state, and the shares are registered in the trustee's name.

Paragraph (b) is written in the plural as well as the singular. It speaks of "executor(s) or administrator(s)", "trustee(s)" and "guardian(s)", and it applies to securities registered in the "name(s)" of those fiduciaries. A certificate of a Delaware corporation is registered to "Ann Ward and Ben Ward, Executors of the Estate of Carl Ward". Both are domestic individuals. Both sign the assignment properly, and each signature is guaranteed under FINRA Rule 11550(h). The restoration reaches two executors acting together as it reaches one, and the certificate is a good delivery. FINRA Rule 11550(e) is also met, because both registered owners have signed.

Minors Among the Registered Owners

FINRA Rule 11574(a)(4) looks at who executed the assignment. A certificate is not a good delivery with an assignment or power of substitution executed by an infant. A certificate of a Delaware corporation is registered to Laura Kent and her son Sam Kent, who is sixteen. Both sign the assignment, so FINRA Rule 11550(e)'s requirement that all the registered owners sign is met, and both signatures are guaranteed. The assignment is still one executed by an infant, and the certificate is not a good delivery with it. The adult co-owner's signature beside the minor's does not change that.

The category concerns the person executing the assignment, not the owner's age when the shares were registered. Owen Pratt's shares were registered in his name when he was fifteen. He is now twenty-five, and he signs the assignment himself, in his name as written on the certificate, with his signature guaranteed. The assignment was not executed by an infant, so FINRA Rule 11574(a)(4) does not prevent a good delivery.

An Executor's Restoration Reaches Registered Bonds

FINRA Rule 11574(b) speaks of securities, not of stock. Paragraph (b) applies to securities of a domestic issuer, organized under the laws of any state in the United States or the District of Columbia, which are registered in the names of the fiduciaries it lists. FINRA Rule 11550(a) likewise requires any registered security, to be a good delivery, to be accompanied by an assignment conforming to FINRA Rules 11550 to 11574, inclusive.

Suppose two members trade, over the counter, a bond of Linden Paper Company, a corporation organized under the laws of Ohio, from a fully registered bond issue. The certificate, for $10,000 principal amount, is registered to Hugo Sand as executor of the estate of Iris Sand. Mr. Sand is a domestic individual. He executes the assignment properly, and his signature is guaranteed under FINRA Rule 11550(h). The certificate is a good delivery with his assignment. The bond is a security of a domestic issuer registered in the executor's name, and paragraph (b)(1) restores good delivery for an assignment executed by a domestic individual executor. A $10,000 certificate is also within FINRA Rule 11362(b), which provides that bonds in fully registered issues are delivered in denominations of $1,000 or multiples of $1,000, or in amounts of $100 or multiples aggregating $1,000, but in no event in denominations larger than $100,000.

An Executor for an Owner Who Lived Abroad

Paragraph (b) uses the word "domestic" of two things: the fiduciary and the issuer. Paragraph (b)(1) names domestic individual executors, and paragraph (b) applies only to securities of a domestic issuer. Neither use of the word refers to where the person whose estate is being administered lived.

Felix Brook lived and died in France. At his death he owned shares of a corporation organized under the laws of Delaware, and the shares are now registered to his daughter, Nadia Brook, as executor of his estate. Ms. Brook is a domestic individual, appointed executor by a court in New York. She executes the assignment properly, and her signature is guaranteed under FINRA Rule 11550(h). The certificate is a good delivery. The executor is a domestic individual, the issuer is organized under the laws of a state, and the shares are registered in her name as executor. Where Mr. Brook lived is not among the conditions paragraph (b) sets.

A Power of Substitution Carrying a Restriction

FINRA Rule 11574(a) applies to a power of substitution as well as to an assignment. A certificate is not a good delivery with an assignment or power of substitution executed by any of the parties paragraph (a) lists, subject to the exceptions paragraph (a) names, or executed with a qualification, restriction or special designation. A power of substitution arises under FINRA Rule 11550(g): when the name of an individual or firm has been inserted in an assignment as attorney, a power of substitution is to be executed in blank by that individual or firm.

Elena Marsh, the registered owner, executes the assignment of her certificate properly, and Harrow & Co. is inserted in it as attorney. Harrow & Co. executes the power of substitution but adds the words "for transfer only to a resident of Ohio". Ms. Marsh's assignment carries no restriction. The power of substitution does, and the certificate is not a good delivery with it.

Examination Relevance and Key Takeaways

FINRA Rule 11570 is tested on the Series 7 and Series 24 examinations as the series-level marker for the Certificates in Various Names cluster — organizing four category-specific rules that elaborate FINRA Rule 11550's general assignment and signature framework for non-individual and special-status registration names.

The key points to retain are these: FINRA Rule 11570 has no operative text, no amendment history, and no selected notices of its own — it serves purely as the organizational marker for FINRA Rules 11571 through 11574, addressing certificates registered in the name of a corporation, a firm, a dissolved firm succeeded by a new firm, and a deceased person, trustee, or similar special-status category respectively; this cluster completes FINRA Rule 11550's general framework by addressing the authority and documentation questions that arise when a certificate's registered name is not that of a living individual signing for themselves — corporate officer authority for FINRA Rule 11571, the presumption that a firm or business name is a partnership's for FINRA Rule 11572, the successor firm's "Execution Guaranteed" statement for FINRA Rule 11573, and executions by deceased persons, fiduciaries and other representatives for FINRA Rule 11574; the four rules present a progression from relatively institutionally straightforward categories (corporations) toward increasingly specialized and fact-dependent categories (deceased persons, trustees, and similar); FINRA Rule 11570 represents the second instance, within this dictionary's coverage, of the series-marker-within-a-series-marker pattern first encountered with FINRA Rule 11360 and the units of delivery cluster; and FINRA Rule 11550(a)'s conforming to the requirements set forth in Rule 11550 to 11574, inclusive explicitly incorporates this entire cluster into the general registered-securities good delivery framework, with FINRA Rule 11550(i) specifically exempting FINRA Rule 11572 alongside paragraphs (b) through (g) for most Foreign Internal Securities.