Table of Contents
SERIES 7 | SERIES 24 | FINANCIAL REGULATION COURSES
FINRA Rule 11571 is the first rule of the Certificates in Various Names cluster — establishing the documentation requirements for delivering certificates registered in the name of a corporation, an institution, or a name with official designation, across two distinct scenarios paralleling the transfer-books-open and transfer-books-closed distinction this dictionary encountered in FINRA Rule 11560, plus a foreign internal securities carve-out.
The rule operates through three lettered paragraphs. Paragraph (a), Transfer Books Open, establishes that a certificate in the name of a corporation or an institution, or in a name with official designation, is good delivery only if the statement "Proper papers for transfer filed by assignor" is placed on the assignment and signed by the transfer agent. Paragraph (b), Transfer Books Closed, establishes that where a certificate, assignment, or power of attorney is in the name of a corporation and the issuing company's transfer books are closed indefinitely for any reason, the certificate is good delivery if the transfer instrument is executed by a corporate officer other than the secretary and is accompanied by three additional items: a guarantee of that officer's signature by a person authorized to provide such a guarantee; a copy of a corporate resolution and a completed and executed certificate of incumbency; and the ownership transfer indemnification under FINRA Rule 11560, affixed to or recorded on the certificate. Paragraph (c), Foreign Internal Securities, provides that the foregoing requirements do not apply to foreign internal securities when they do not correspond to the laws or customs of the country concerned, with those laws and customs governing instead. Supplementary Material .01 sets forth the Sample Certificate and Authorizing Resolution/Certificate of Incumbency. FINRA Rule 11571 was amended by SR-FINRA-2010-030 effective December 15, 2010, by SR-NASD-91-13 effective November 1, 1991, and effective September 11, 1991. One selected notice is associated — Regulatory Notice 10-49.
FINRA Rule 11571 sits within the 11500 Delivery of Securities with Restrictions subsection of the 11000 Uniform Practice Code, as the first rule of the FINRA Rule 11570 Certificates in Various Names cluster, immediately following FINRA Rule 11570's series marker and immediately preceding FINRA Rule 11572's certificate in name of firm framework.
FINRA Rule 11571(a) addresses the ordinary case — where the issuing corporation's transfer books remain open and operational, FINRA Rule 11550's general assignment framework applies, but with an additional certification specific to corporate, institutional, or officially-designated registrations: a certificate in the name of a corporation or an institution, or in a name with official designation shall be 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.
This statement requirement addresses a specific gap in FINRA Rule 11550's general framework as applied to corporate or institutional registrations. FINRA Rule 11550(c)'s technically correct signature standard requires that a signature correspond with the registered name on the certificate — but a corporation cannot itself physically sign anything; some natural person must sign on the corporation's behalf, and that person's authority to do so is not something the certificate itself, or a bare signature, can establish. The transfer agent — who, in the transfer-books-open scenario, is actively processing the transfer and has access to whatever documentation the corporation has filed establishing who is authorized to act on its behalf — is in the position to verify that proper papers establishing this authority have, in fact, been filed by the assignor.
The "Proper papers for transfer filed by assignor" statement, placed on the assignment and signed by the transfer agent, functions as the transfer agent's certification of precisely this point — that whatever documentation is required to establish the assignor's authority to act on the corporation's, institution's, or officially-designated entity's behalf has been filed and verified by the transfer agent. For a certificate to constitute good delivery, this certification must appear on the assignment, signed by the transfer agent — without it, a receiving party would have no assurance that the person who signed the assignment on the corporation's behalf actually had authority to do so, even if that signature was otherwise technically correct in the FINRA Rule 11550(c) sense.
The in a name with official designation language extends paragraph (a)'s scope beyond corporations and institutions narrowly defined — any registration name carrying some form of official designation (a title, office, or capacity, as distinguished from a natural person's personal name) falls within paragraph (a)'s scope, reflecting that the underlying concern — verifying the authority of whoever signs on behalf of a non-natural-person or officially-designated registrant — applies across this broader category, not merely to corporations and institutions in the narrowest sense.
FINRA Rule 11571(b) addresses the scenario this dictionary anticipated in connection with FINRA Rule 11560 — where a certificate registered in the name of a corporation cannot rely on the transfer-books-open mechanism (and correspondingly cannot rely on a transfer agent's "Proper papers for transfer filed by assignor" certification under paragraph (a)), because the issuing company's transfer books are closed indefinitely for any reason.
For this scenario, paragraph (b) establishes that the certificate is good delivery if the transfer instrument — the assignment or other instrument effecting transfer on the corporation's behalf — satisfies two conditions: it must be executed by an officer of such corporation, other than the secretary, and it must be accompanied by three additional items.
The other than the secretary qualifier is notable — it specifically excludes the corporate secretary from the category of officers whose execution of the transfer instrument satisfies paragraph (b)'s first condition. This exclusion likely relates to the corporate secretary's typical role in corporate governance — the secretary is often the officer responsible for maintaining corporate records, including the very kind of corporate resolutions and certificates of incumbency that the second of paragraph (b)'s three accompanying items requires, and may also be the officer who would, in the ordinary (transfer-books-open) course, certify matters to the transfer agent. Requiring that the transfer instrument be executed by an officer other than the secretary may reflect a separation-of-functions principle — the officer executing the transfer should be distinct from the officer who might otherwise be positioned to both execute the transfer and certify the corporate authorization for it, providing an additional check given the absence of the transfer-books-open scenario's transfer-agent verification.
The three accompanying items paragraph (b) requires are: first, a guarantee of such officer's signature executed by a person with the authority to make such a guarantee — paralleling FINRA Rule 11550(h)'s guarantee requirement, but specifically directed at the executing officer's signature in this transfer-books-closed context; second, a copy of a corporate resolution and a completed and executed certificate of incumbency — documentary evidence, from the corporation's own governance records, both that the corporation has authorized the relevant officers to act in this capacity (the resolution) and that the specific individual executing the transfer instrument currently holds the office the resolution authorizes (the certificate of incumbency); and third, the ownership transfer indemnification, as provided in Rule 11560, affixed to or recorded on the certificate — directly incorporating FINRA Rule 11560's mechanism, examined in this dictionary's preceding entry, into the corporate-certificate-transfer-books-closed scenario.
This three-part package — signature guarantee, corporate resolution and certificate of incumbency, and FINRA Rule 11560 ownership transfer indemnification — together substitute for the transfer-agent verification that paragraph (a)'s transfer-books-open scenario relies upon. Where no transfer agent is available to certify that proper papers for transfer have been filed, paragraph (b) requires the transferring party to assemble and provide, directly, the documentary package that establishes both the executing officer's identity and signature (via the guarantee), the corporation's authorization of that officer (via the resolution and certificate of incumbency), and the FINRA Rule 11560 substitute-transfer mechanism (via the ownership transfer indemnification) that this dictionary's preceding entry examined.
FINRA Rule 11571(c) establishes a deference provision paralleling FINRA Rule 11550(i)'s foreign internal securities carve-out examined in this dictionary's earlier entry — the foregoing requirements shall not apply to foreign internal securities when the requirements do not correspond to the laws or customs of the country concerned; but instead such laws and customs shall govern such securities.
This provision's structure differs subtly from FINRA Rule 11550(i)'s — FINRA Rule 11550(i) categorically exempted most Foreign Internal Securities (with enumerated exceptions for Canadian Securities, ADRs, American Shares, New York Shares, and similar securities) from paragraphs (b) through (g) and FINRA Rule 11572. FINRA Rule 11571(c), by contrast, frames its exemption conditionally — the foregoing requirements (paragraphs (a) and (b)) do not apply to foreign internal securities specifically when those requirements do not correspond to the laws or customs of the country concerned. This when formulation suggests a case-by-case inquiry — for a given foreign internal security, paragraph (a) or (b)'s requirements would not apply if and to the extent those requirements are incompatible with the relevant foreign country's own laws and customs, with that foreign country's laws and customs governing in lieu of the incompatible FINRA requirements.
This conditional framing makes sense given paragraph (a) and (b)'s subject matter — the "Proper papers for transfer filed by assignor" certification (paragraph (a)) and the corporate-officer-execution-with-guarantee-resolution-and-incumbency-certificate package (paragraph (b)) are documentary mechanisms developed around U.S. corporate governance and transfer agent conventions. A foreign jurisdiction's own corporate governance and securities transfer conventions may or may not map onto these specific mechanisms — paragraph (c) ensures that where they do not correspond, the foreign jurisdiction's own laws and customs govern rather than forcing an incompatible U.S.-developed framework onto a foreign internal security.
Supplementary Material .01 sets forth the Sample Certificate and Authorizing Resolution/Certificate of Incumbency referenced in paragraph (b)(2). The sample's structure, confirmed from the FINRA.org page, includes: a certification that a meeting of the corporation's Board of Directors was held, with a quorum present, at which the following resolution was duly adopted and remains in full force and effect; the resolution itself, authorizing any one of the President, Vice President, Treasurer, or Secretary to sell, assign, transfer, and deliver any securities standing in the corporation's name and to execute any instruments necessary to effectuate this authority; a further certification that this authority is not inconsistent with the corporation's Charter or By-Laws, together with a true and correct list of the officers authorized to act; signature lines for execution under the corporate seal; and a notation that the foregoing certification and the assignment of the securities should be executed by different officers.
This final notation — the foregoing certification and the assignment of the securities should be executed by different officers — directly reinforces paragraph (b)'s other than the secretary requirement and the broader separation-of-functions principle this dictionary identified above. The sample form's own guidance confirms that the officer certifying the corporate resolution and incumbency (typically the secretary, given the secretary's customary role in maintaining and certifying corporate records) should be different from the officer executing the actual assignment of the securities — meaning that even though paragraph (b) excludes the secretary specifically from executing the transfer instrument, the secretary's typical role in certifying the resolution and incumbency under Supplementary Material .01 remains intact, with the should be executed by different officers guidance ensuring these two functions (certifying authority, and exercising that authority to transfer securities) are performed by different individuals.
The resolution's enumerated officers — President, Vice President, Treasurer, or Secretary — interestingly include the Secretary among those the resolution authorizes to transfer securities generally, even though paragraph (b) excludes the secretary specifically from executing the transfer instrument in the transfer-books-closed scenario. This apparent tension resolves once the should be executed by different officers guidance and the broader separation-of-functions rationale are considered together — the resolution authorizes a category of officers broadly (for general corporate purposes, the secretary among them), while paragraph (b)'s specific transfer-books-closed scenario imposes the additional other than the secretary constraint specifically for that scenario's transfer instrument execution, given the secretary's typical role in the certification side of the paragraph (b) documentation package.
FINRA Rule 11571's amendment history — effective September 11, 1991, SR-NASD-91-13 effective November 1, 1991, and SR-FINRA-2010-030 effective December 15, 2010 — places two amendments within a span of less than two months in 1991, in addition to the 2010 Consolidated Rulebook transfer. The September 11, 1991 amendment, preceding SR-NASD-91-13's November 1, 1991 effective date by approximately seven weeks, may represent a closely related but procedurally distinct amendment within the same broader early-1990s Uniform Practice Code modernization wave this dictionary has now encountered across FINRA Rules 11120, 11320, 11530, and 11560 — though without additional confirmed detail specifically distinguishing the substantive content of the September 11, 1991 amendment from the SR-NASD-91-13 amendment, this dictionary notes both as confirmed amendment dates without further speculation as to their respective specific content.
FINRA Rule 11571 connects directly and substantively to FINRA Rule 11550 — whose general assignment, signature, and guarantee framework FINRA Rule 11571(a) and (b) both build upon, with paragraph (a)'s "Proper papers for transfer filed by assignor" statement supplementing FINRA Rule 11550's framework for the transfer-books-open scenario, and paragraph (b)'s guarantee-resolution-incumbency-indemnification package substituting for transfer-agent verification in the transfer-books-closed scenario. It connects directly and by explicit cross-reference to FINRA Rule 11560 — whose ownership transfer indemnification mechanism, examined in this dictionary's immediately preceding entry, FINRA Rule 11571(b)(3) incorporates as one of the three required items for corporate certificates where transfer books are closed. It connects to FINRA Rule 11570 as its parent series marker, the first of the four rules that cluster organizes. And it connects to FINRA Rules 11572 through 11574 — the remaining rules in the FINRA Rule 11570 cluster, which this dictionary anticipates will address analogous transfer-books-open and transfer-books-closed scenarios (and, potentially, analogous foreign internal securities deference provisions) for their respective registration-name categories — firms, dissolved firms succeeded by new firms, and deceased persons, trustees, and similar categories — paralleling the structural pattern FINRA Rule 11571 establishes for corporations.
FINRA Rule 11571 is tested on the Series 7 and Series 24 examinations as the certificate-in-name-of-corporation rule — establishing the documentation requirements for corporate, institutional, and officially-designated registered certificates across transfer-books-open and transfer-books-closed scenarios.
The key points to retain are these: FINRA Rule 11571(a) requires, for the transfer-books-open scenario, that the assignment bear the statement "Proper papers for transfer filed by assignor" signed by the transfer agent — the transfer agent's certification that documentation establishing the assignor's authority to act on the corporation's, institution's, or officially-designated entity's behalf has been filed; FINRA Rule 11571(b) addresses the transfer-books-closed scenario — paralleling FINRA Rule 11560 — requiring that the transfer instrument be executed by a corporate officer other than the secretary, accompanied by a signature guarantee, a copy of a corporate resolution and completed certificate of incumbency, and the FINRA Rule 11560 ownership transfer indemnification affixed to or recorded on the certificate; FINRA Rule 11571(c) defers to the laws and customs of the relevant foreign country for foreign internal securities when paragraphs (a) and (b)'s requirements do not correspond to those laws and customs; Supplementary Material .01's Sample Certificate and Authorizing Resolution/Certificate of Incumbency authorizes the President, Vice President, Treasurer, or Secretary to transfer corporate securities, with an explicit notation that the certification and the assignment should be executed by different officers — reinforcing paragraph (b)'s other-than-the-secretary execution requirement through a separation-of-functions principle; and the rule was amended December 15, 2010 through SR-FINRA-2010-030, by SR-NASD-91-13 effective November 1, 1991, and effective September 11, 1991, with one selected notice — 10-49.
