FINRA Rule 11573

FINRA Rule 11573 sits within the 11500 Delivery of Securities with Restrictions subsection of the 11000 Uniform Practice Code, as the third rule of the FINRA Rule 11570 Certificates in Various Names cluster, immediately following FINRA Rule 11572's certificate in name of firm presumption and immediately preceding FINRA Rule 11574's certificate in name of deceased person, trustee, etc. framework.

The Predicate: Dissolution with Partial Continuity Through Shared General Partners

FINRA Rule 11573's predicate condition is carefully circumscribed — it does not apply to every situation where a firm has dissolved and some successor entity now exists. The rule applies specifically where the dissolved firm is succeeded by a firm or firms having as general partners one or more of the general partners of the dissolved firm.

This formulation describes a specific kind of continuity — not necessarily complete continuity (the successor firm need not have all of the dissolved firm's general partners, and the dissolved firm could even be succeeded by multiple successor firms, with different former general partners distributed among them), but partial continuity through shared personnel at the general partner level. 

The successor firm or firms share one or more general partners in common with the dissolved predecessor firm — a continuity of governing personnel, even where the firm itself, as a legal entity, has dissolved and a new entity has taken its place.

This predicate connects directly to FINRA Rule 11572's partnership presumption examined in this dictionary's immediately preceding entry — FINRA Rule 11573 presupposes that the dissolved firm was a partnership (or similar entity with general partners), consistent with FINRA Rule 11572's default presumption that firm or business name registrations represent partnerships rather than corporations. 

The general partners concept that FINRA Rule 11573's predicate turns upon is itself a partnership-specific concept, reinforcing the structural relationship between these two rules within the FINRA Rule 11570 cluster — FINRA Rule 11572 establishes the partnership presumption for firm-name registrations generally, and FINRA Rule 11573 then addresses what happens when such a partnership (the dissolved firm) ceases to exist but is succeeded by an entity sharing one or more of its general partners.

The Operative Requirement: The "Execution Guaranteed" Statement, Dated After the New Firm's Formation

FINRA Rule 11573's operative requirement is that the new firm or one of the new firms shall have signed the statement "Execution Guaranteed" under a date subsequent to the formation of the new firm so signing.

This requirement has two components working together. First, the statement itself — "Execution Guaranteed" — must be signed by the new firm (or, where there are multiple successor firms, by one of them). This statement functions as the successor firm's affirmation that the execution — the assignment or power of substitution executed in the dissolved firm's name — is guaranteed, presumably meaning the successor firm is vouching for the validity and continuing effect of that execution notwithstanding the named firm's dissolution.

Second, and critically, this "Execution Guaranteed" statement must be signed under a date subsequent to the formation of the new firm so signing. This dating requirement ensures that the guarantee is not merely a formality executed at some arbitrary point, but specifically post-dates the successor firm's own formation — the successor firm, having itself come into existence, then provides this guarantee, with the date establishing that the guaranteeing entity actually existed (as the new firm) at the time it provided the guarantee.

The Function of the Dating Requirement: Establishing the Successor's Existence at the Time of Guarantee

The subsequent to the formation of the new firm dating requirement serves a verification function analogous in character to several of the documentation requirements this dictionary has examined in connection with FINRA Rule 11550 and FINRA Rule 11571. Just as FINRA Rule 11571(b)(2)'s certificate of incumbency establishes that a specific individual currently holds the corporate office a resolution authorizes, FINRA Rule 11573's dating requirement establishes that the entity providing the "Execution Guaranteed" statement — the new firm — actually existed as such at the time it provided that guarantee.

Without this dating requirement, a guarantee signed in the new firm's name could theoretically have been signed at any time — including, hypothetically, before the new firm's formation, which would raise the question of how an entity not yet in existence could meaningfully guarantee anything. By requiring that the date of the "Execution Guaranteed" statement be subsequent to the new firm's formation, FINRA Rule 11573 ensures a coherent temporal sequence: the new firm (sharing one or more general partners with the dissolved firm) was formed, and only after that formation did the new firm provide its guarantee regarding the execution in the dissolved firm's name. This sequence establishes that the guaranteeing entity had actually come into existence — with whatever legal capacity and authority a duly formed firm possesses — before undertaking to guarantee the execution.

The Underlying Logic: Bridging the Gap Between a Dissolved Entity's Execution and a Receiving Party's Need for Assurance

FINRA Rule 11573 addresses a gap that arises specifically because the entity in whose name the assignment or power of substitution was executed — the dissolved firm — no longer exists. A receiving party presented with such a certificate faces an obvious question: the assignment bears the name of a firm that has dissolved — who, if anyone, stands behind that execution now?

FINRA Rule 11573's answer is that the successor firm (or one of the successor firms, where there are multiple) — specifically, a successor sharing one or more general partners with the dissolved firm — can stand behind the execution, by providing the "Execution Guaranteed" statement. The shared-general-partners predicate ensures that this guaranteeing successor is not simply any entity that happens to have adopted a similar name or claims some informal connection to the dissolved firm, but specifically an entity whose own governing personnel include individuals who were themselves general partners of the dissolved firm — individuals who, by virtue of having been general partners of the dissolved firm, would themselves have direct knowledge of and authority regarding the dissolved firm's affairs, including the execution in question.

In this sense, FINRA Rule 11573 functions as a bridge mechanism — bridging the gap between an execution made in the name of an entity that no longer exists, and a receiving party's need for some currently-existing entity to stand behind that execution, with the bridge specifically constructed through the continuity of general partners between the dissolved firm and its successor.

FINRA Rule 11573's Position Within the FINRA Rule 11570 Cluster's Progression

This dictionary's earlier entry on FINRA Rule 11570 anticipated that the four rules within the Certificates in Various Names cluster present a progression from relatively institutionally straightforward categories toward increasingly specialized and fact-dependent categories — corporations (FINRA Rule 11571), firms generally (FINRA Rule 11572), dissolved firms succeeded by new firms (FINRA Rule 11573), and deceased persons, trustees, and similar categories (FINRA Rule 11574).

FINRA Rule 11573's position in this progression — third of four, addressing a temporal-succession scenario that builds directly on FINRA Rule 11572's partnership-presumption framework — confirms the anticipated progression. FINRA Rule 11571 addressed the relatively institutionally well-defined category of corporations, with their formal governance documentation (resolutions, certificates of incumbency). FINRA Rule 11572 addressed the classification question for firm or business names generally, establishing the partnership presumption. FINRA Rule 11573 now addresses a specific complication that can arise for partnerships specifically — what happens when the partnership itself, as an entity, ceases to exist (dissolves), with a successor entity (sharing general partners) taking its place. This complication has no direct analog in FINRA Rule 11571's corporate framework — a corporation's dissolution would present its own distinct questions, not addressed by FINRA Rule 11573's general-partners-continuity framework, which is specifically calibrated to the partnership context FINRA Rule 11572's presumption establishes as the default for firm-name registrations.

Connection to FINRA Rules 11550, 11570, 11571, 11572, and 11574

FINRA Rule 11573 connects to FINRA Rule 11550 — whose general assignment and power of substitution framework FINRA Rule 11573's predicate (a certificate with an assignment or a power of substitution executed in the name of a firm that has since dissolved) presupposes, with FINRA Rule 11573 addressing the specific complication that arises when the entity named in that assignment or power of substitution has itself ceased to exist. It connects to FINRA Rule 11570 as its parent series marker, the third of the four rules that cluster organizes. It connects directly and substantively to FINRA Rule 11572 — whose partnership presumption for firm-name registrations establishes the conceptual predicate (a partnership with general partners) that FINRA Rule 11573's dissolved-firm-succeeded-by-new-firm scenario builds upon, with the general partners concept being itself a partnership-specific concept FINRA Rule 11572's presumption brings into play. It connects to FINRA Rule 11571 as a structural point of contrast — FINRA Rule 11571's corporate framework addresses corporate-specific documentation (resolutions, certificates of incumbency) for an ongoing corporate entity, while FINRA Rule 11573 addresses a partnership-specific succession scenario (dissolution with shared-general-partner continuity) that has no direct corporate analog within the FINRA Rule 11570 cluster. And it connects to FINRA Rule 11574 — the final rule in the cluster, addressing certificates in the name of deceased persons, trustees, and similar categories, which this dictionary anticipates may present its own distinct succession-and-continuity questions, potentially with structural parallels to FINRA Rule 11573's approach of identifying a currently-existing party with an appropriate connection to the originally-named party who can provide the necessary assurance for good delivery purposes.

Recognising a FINRA Rule 11573 Delivery

The examples in the sections that follow use one set of facts. Hale & Company was a partnership. Its general partners were Ruth Ames, Victor Baird and Nina Cole, and Paul Lund was a limited partner. Hale & Company dissolved on 30 June 2025. Ames and Baird formed a new partnership, Ames Baird & Co., on 1 August 2025 and are its general partners. Cole formed a new partnership, Cole Partners, on 1 October 2025 and is its general partner. The certificates in the examples are shares of Corvid Mining Corporation.

FINRA Rule 11573 is engaged by the name in which an instrument was executed. It covers a certificate with 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. Either instrument is enough, and the certificate need not be registered to the firm. Suppose a Corvid certificate is registered to an individual, Dana Reyes, and her assignment names Hale & Company as attorney. As FINRA Rule 11550(g) requires of a firm whose name has been inserted in an assignment as attorney, Hale & Company executes a power of substitution in blank. Hale & Company later dissolves. The certificate now carries a power of substitution executed in the name of a firm that has since dissolved, so FINRA Rule 11573 applies to it.

An execution in a partner's own name is not an execution in the name of a firm. Suppose Ruth Ames holds Corvid shares registered to her personally and signed the assignment in her own name before Hale & Company dissolved. Hale & Company's dissolution does not bring that certificate within FINRA Rule 11573, and no statement from Ames Baird & Co. is called for under it.

The rule also requires that the firm has since dissolved. Suppose instead that Cole leaves Hale & Company to form Cole Partners, and Hale & Company does not dissolve but carries on with Ames and Baird as its general partners. An assignment executed in Hale & Company's name is not an execution in the name of a firm that has since dissolved, so FINRA Rule 11573 does not apply to it.

The firm that has dissolved must be the firm in whose name the instrument was executed. The winding-up of the issuer is a different matter. Suppose Corvid Mining Corporation itself is being wound up and its transfer books are closed indefinitely, and a Corvid certificate registered to Dana Reyes carries her own assignment. Nothing on the certificate was executed in the name of a dissolved firm, so FINRA Rule 11573 has nothing to apply to. The closed books are dealt with by FINRA Rule 11560, which makes a certificate of a company whose transfer books are closed indefinitely for any reason a good delivery only if the required ownership transfer indemnification is affixed to or recorded upon the certificate.

FINRA Rule 11550(b) allows an assignment to be executed on the certificate itself or on a separate paper. An assignment that Hale & Company executed on a separate paper is still an assignment executed in its name, so a certificate delivered with it is within FINRA Rule 11573 in the same way as one whose assignment is on its reverse.

The rule attaches to the certificate, not to the seller. In 2024 Hale & Company sold a Corvid certificate registered in its name and executed the assignment in the firm's name. The certificate has since passed to a customer of another member, which is now selling it. Hale & Company dissolved on 30 June 2025. The certificate is a good delivery only if a new firm has signed the statement "Execution Guaranteed" under a date subsequent to its own formation, even though neither Ames Baird & Co. nor Cole Partners is a party to this trade.

Who Counts as a Successor Firm

Both ends of the link are general partners. The successor must have as general partners one or more of the general partners of the dissolved firm. Ames Baird & Co. meets this: Ames and Baird were general partners of Hale & Company and are general partners of Ames Baird & Co.

A former general partner in some other role does not make the link. Suppose that instead of forming Cole Partners, Cole had joined a newly formed firm, Delmar & Co., as a limited partner. Delmar & Co. does not have Cole as a general partner, so her presence does not make it a firm succeeding Hale & Company within the rule, and a statement signed by Delmar & Co. does not meet the rule.

Nor does a general partner of the new firm who was not a general partner of the dissolved firm. Lund was a limited partner of Hale & Company. Suppose he forms Lund & Co. and is its general partner. Lund & Co. has a general partner who was a partner of Hale & Company, but not one who was a general partner of it, so Lund & Co. is not a successor within the rule and its signature does not meet it.

A firm with no general partner from the dissolved firm does not qualify, however closely it is connected with the dissolved firm's business. Suppose a broker-dealer, Fenwick Securities, took over the servicing of Hale & Company's customer accounts after the dissolution, and none of Ames, Baird or Cole is a general partner of it. A statement signed by Fenwick Securities is not a statement by a firm having as general partners one or more of the general partners of the dissolved firm, so it does not meet the rule.

One shared general partner is enough, and the others need not come from the dissolved firm. Suppose Cole Partners had four other general partners, none of them from Hale & Company. It still has as a general partner one of the general partners of the dissolved firm, so it is a successor within the rule.

Complete continuity does not take a certificate outside the rule. Suppose Ames, Baird and Cole had instead formed a single new firm together, with the same three general partners Hale & Company had. That firm is a new firm succeeding a firm that has dissolved. A certificate with an assignment executed in Hale & Company's name is a good delivery only if the new firm has signed the statement "Execution Guaranteed" under a date subsequent to its formation. Having the same general partners does not remove that condition.

The successor must itself have general partners. Suppose Ames and Baird had formed a corporation, Ames Baird Inc., and become its directors and officers. General partners are a partnership concept, and a corporation has directors and officers instead. Ames Baird Inc. does not have Ames or Baird as general partners, so it is not a successor within the rule.

More Than One Successor Firm

In the facts used here, Hale & Company is succeeded by two firms, Ames Baird & Co. and Cole Partners. Each has as a general partner one of Hale & Company's general partners, so each is one of the new firms. The rule is met if "the new firm or one of the new firms" has signed the statement. If Ames Baird & Co. signs it under a date after 1 August 2025, a signature from Cole Partners is not also needed, and Cole Partners' refusal to sign does not stand in the way of meeting FINRA Rule 11573.

The date is measured from the formation of "the new firm so signing". Suppose Cole Partners signs the statement under the date 15 September 2025. That is after Ames Baird & Co. was formed but before Cole Partners itself was formed on 1 October 2025. Cole Partners' statement does not meet the rule. The earlier formation of a co-successor does not count; only the signing firm's own formation does. The same date on a statement signed by Ames Baird & Co. would meet the dating requirement, because Ames Baird & Co. was formed on 1 August 2025.

Signing and Dating the Statement in Practice

The statement is signed by the new firm. Suppose Ames writes the statement "Execution Guaranteed" and signs it in her own name, not for Ames Baird & Co. The rule asks for the new firm's signature, and Ames signing for herself is not the firm signing, even though she was a general partner of Hale & Company and is one of Ames Baird & Co. The rule names the firm as the signer and does not say which of its partners signs on its behalf. A signature given for Ames Baird & Co. by a partner who was never at Hale & Company is still the new firm's signature.

The rule's only condition on the date is that it be subsequent to the formation of the new firm so signing. Suppose Ames Baird & Co. signs the statement in March 2027, long after it was formed. The date condition is met. FINRA Rule 11573 sets no period after the formation within which the statement must be signed.

The statement is signed "under a date". A statement signed by Ames Baird & Co. that bears no date does not meet the rule, because the rule requires a date, and the date is what shows that the statement was signed after the firm's formation.

The rule speaks of a statement the new firm "shall have signed", so the statement must already be in place when the certificate is delivered. Suppose a seller delivers a certificate carrying Hale & Company's assignment and tells the buyer that Ames Baird & Co. will sign the statement next week. At delivery no new firm has signed, and the certificate does not meet the rule's condition.

The words of the statement are fixed. The statement the rule names is "Execution Guaranteed". A stamp reading "Signature Guaranteed", signed by Ames Baird & Co., is not that statement.

FINRA Rule 11573 Alongside the General Assignment Requirements of FINRA Rule 11550

FINRA Rule 11550(a) requires any registered security, to be a good delivery, to be accompanied by an assignment and, where required, a power of substitution conforming to the requirements set forth in Rules 11550 to 11574, inclusive. FINRA Rule 11573 is within that range, so its requirement is added to the general ones and does not replace them. The same paragraph provides that any expense incurred through failure of a seller to meet these requirements is paid by the seller. A seller that delivers a certificate carrying Hale & Company's assignment without the successor's statement, and so causes expense, pays that expense.

FINRA Rule 11550(c) requires the signature to an assignment to correspond with the name as written upon the certificate in every particular, except that "and" or "&" and "Company" or "Co." may be written either way. On a certificate registered to Hale & Company, an assignment that Ames Baird & Co. executes in its own name does not correspond with the registered name, so it is not technically correct. FINRA Rule 11573 gives the successor a different part: signing the statement "Execution Guaranteed" where the assignment or power of substitution was executed in the dissolved firm's name.

The successor's statement does not cure a defect in the dissolved firm's own execution either. Suppose a certificate is registered to "Hale, Ames & Company" and the assignment was executed "Hale & Co." The name has been changed by more than the permitted "and" or "&" and "Company" or "Co.", so the signature is not technically correct, and a statement signed by Ames Baird & Co. does not alter that.

FINRA Rule 11550(h) requires each assignment to bear a guarantee acceptable to the transfer agent or registrar. That guarantee and the statement FINRA Rule 11573 requires are separate conditions. Suppose Hale & Company's assignment bears a guarantee, given by a bank, that the transfer agent accepts, but no new firm has signed the statement. The certificate meets FINRA Rule 11550(h) and still does not meet FINRA Rule 11573.

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 required ownership transfer indemnification is affixed to or recorded upon it. That condition turns on the state of the issuer's books, not on the name in which the assignment was executed. Suppose Corvid Mining Corporation's transfer books are closed indefinitely, and a Corvid certificate carries Hale & Company's assignment with a statement signed by Ames Baird & Co. under a date after 1 August 2025. The certificate still needs the ownership transfer indemnification. The reverse holds as well. An indemnification affixed to the certificate does not take the place of the successor's statement, because each rule makes the certificate a good delivery only if its own condition is met.

How FINRA Rule 11573 Differs From FINRA Rule 11571(a)

FINRA Rule 11571(a) makes a certificate in the name of a corporation, an institution or a name with official designation 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. FINRA Rule 11573 works differently: its statement is signed by a successor firm, not by the transfer agent. Suppose a seller delivers a certificate carrying Hale & Company's assignment on which the transfer agent has signed "Proper papers for transfer filed by assignor". That does not meet FINRA Rule 11573, which is met only if a new firm has signed the statement "Execution Guaranteed" under a date subsequent to its own formation.

A Certificate Registered to the Dissolved Firm and an Individual

FINRA Rule 11550(e) provides that a certificate registered in the names of two or more individuals or firms shall be a good delivery only if signed by all the registered owners. Suppose a Corvid certificate is registered in the names of Hale & Company and Dana Reyes, and in 2024 both signed the assignment, Hale & Company in its own name. Hale & Company dissolved on 30 June 2025.

The certificate carries an assignment executed in the name of a firm that has since dissolved, so FINRA Rule 11573 applies to it. FINRA Rule 11573 makes no exception where the assignment also bears the signature of an individual registered owner. Reyes's signature meets FINRA Rule 11550(e) for her part, but it is not a statement by a new firm. The certificate is a good delivery only if Ames Baird & Co. or Cole Partners has signed the statement "Execution Guaranteed" under a date subsequent to its own formation.

An Assignment by a Partner Who Has Since Died

FINRA Rule 11574(a)(1) provides that a certificate shall not be a good delivery with an assignment or power of substitution executed by a person since deceased. Unlike several other categories in paragraph (a), this one carries no exception referring to paragraph (b).

Suppose Ruth Ames holds Corvid shares registered to her personally. She signed the assignment in her own name in 2024 and died in 2026. Hale & Company's dissolution does not bring the certificate within FINRA Rule 11573, because the assignment was not executed in the name of a firm. A statement "Execution Guaranteed" signed by Ames Baird & Co. under a date after 1 August 2025 does not make the certificate a good delivery. The assignment was executed by a person since deceased, and FINRA Rule 11574(a)(1) provides that such a certificate shall not be a good delivery.

Matching the Successor to the Dissolved Firm

The new firm that signs must be one that succeeds the firm in whose name the instrument was executed. Suppose another partnership, Grant & Co., whose general partners were Olivia Grant and Sam Pike, dissolved in 2025. Neither of them is a general partner of Ames Baird & Co. A Corvid certificate carries an assignment executed in Grant & Co.'s name. Ames Baird & Co. succeeds Hale & Company, but it does not have as general partners any of the general partners of Grant & Co. A statement it signs on that certificate is not a statement by a new firm succeeding the dissolved firm, so it does not meet FINRA Rule 11573, whatever its date.

The statement must also come from a new firm, not from the dissolved firm. Suppose that in 2024, before it dissolved, Hale & Company wrote the words "Execution Guaranteed" on the assignment it had executed and signed them in its own name. After the dissolution, that statement does not meet FINRA Rule 11573. The rule asks that the new firm or one of the new firms shall have signed the statement, under a date subsequent to the formation of the new firm so signing. Hale & Company is the dissolved firm, not a new firm, and it signed before either Ames Baird & Co. or Cole Partners was formed.

A Statement Already Signed, on a Later Resale

Suppose Ames Baird & Co. signed the statement "Execution Guaranteed" on Hale & Company's assignment under the date 1 September 2025, and the certificate was delivered later that month. In 2027 the certificate is sold again and delivered with the same statement. The rule's condition is that the new firm or one of the new firms shall have signed the statement under a date subsequent to the formation of the new firm so signing. Ames Baird & Co. has done that, so the condition is met on the 2027 delivery as well. The rule's words do not ask for a fresh statement each time the certificate is delivered.

Part Delivery When One Certificate Fails the Rule

FINRA Rule 11350 requires the purchaser to accept a part delivery on any contract due, provided the portion remaining undelivered is not an amount which includes an odd-lot which was not a part of the original transaction. FINRA Rule 11361(a) provides that a stock contract for more than 100 shares in a multiple of 100 may be delivered in multiples of 100 shares, and, for a contract not in a multiple of 100, it treats the amount beyond the multiples of 100 shares as the odd lot.

Suppose one member sells another 300 Corvid shares. When the contract is due, the seller delivers three certificates of 100 shares each. Two are registered to individuals and meet every requirement. The third carries Hale & Company's assignment, and no new firm has signed the statement, so it is not a good delivery. The two conforming certificates are a part delivery of 200 shares. The 100 shares still undelivered are a single unit of 100 shares, not an amount that includes an odd lot. Under FINRA Rule 11350 the buyer is required to accept the part delivery. The failure of the third certificate does not entitle the buyer to refuse the other two.

A Mutilated Certificate

FINRA Rule 11520(a) provides that a mutilated security shall not be a good delivery until appropriately authenticated by the trustee, registrar, transfer agent, or issuer. Suppose the certificate carrying Hale & Company's assignment is mutilated, and Ames Baird & Co. has signed the statement "Execution Guaranteed" under a date after its formation and has added a note vouching for the certificate itself. Ames Baird & Co. is none of the parties FINRA Rule 11520(a) names. The certificate is not a good delivery until the trustee, registrar, transfer agent or issuer authenticates it.

When the Statement Is Missing: What Happens to the Trade

Suppose the buyer accepted a certificate carrying Hale & Company's assignment, later found that no new firm had signed the statement, and returned the certificate to the seller. Under FINRA Rule 11710(c)(2), when a security is returned or reclaimed, the party who originally delivered it shall immediately give the party returning it either the security in proper form for delivery in exchange, or the money amount of the contract. If the seller cannot obtain a statement from Ames Baird & Co. or Cole Partners at once and gives the money amount instead, then, unless otherwise agreed, the seller is deemed to be failing to deliver the security until a proper delivery is made.

The trade is not cancelled because the seller cannot obtain the statement. Under FINRA Rule 11100(c), in trades between members, failure to deliver the securities sold on or after the settlement date does not effect a cancellation of the contract. The buyer's remedy is provided for by FINRA Rule 11810 unless the parties mutually consent to cancel the trade. Suppose neither Ames Baird & Co. nor Cole Partners will sign, and the seller tells the buyer that the trade is cancelled. The seller's notice alone does not cancel it.

Under FINRA Rule 11810(a), a securities contract that has not been completed by the seller according to its terms may be closed by the buyer not sooner than the third business day following the date delivery was due. Suppose the buyer has given notice of buy-in. Before the buy-in is executed, the seller obtains a statement from Ames Baird & Co. that meets FINRA Rule 11573 and delivers the certificate. Under FINRA Rule 11810(f), prior to the closing of a contract on which a buy-in notice has been given, the buyer shall accept delivery of the securities called for by the contract.

These consequences belong to trades within the Uniform Practice Code. FINRA Rule 11100(a) makes the Code apply to over-the-counter secondary market transactions in securities between members, with listed exceptions. Suppose a member sells a Corvid certificate carrying Hale & Company's assignment to its own customer, who is not a member. That transaction is not one between members, so it is not among the transactions FINRA Rule 11100(a) makes subject to the Code. FINRA Rule 11100(b) allows a Code rule to expand that scope only if specifically provided in it, and FINRA Rule 11573 provides no such thing, so it does not govern that delivery.

A Signature Guaranteed by a Firm That Has Since Dissolved

FINRA Rule 11550 deals with the assignment, the power of substitution and the guarantee in separate paragraphs. Paragraph (b) provides that an assignment shall be executed on the certificate itself or on a separate paper. Paragraph (g) governs the power of substitution that an individual or firm named as attorney executes in blank. Paragraph (h) requires each assignment, endorsement, alteration and erasure to bear a guarantee acceptable to the transfer agent or registrar.

Suppose a Corvid certificate is registered to Dana Reyes, and in 2024 she executed the assignment in her own name, naming no attorney. Hale & Company guaranteed her signature. Hale & Company dissolved on 30 June 2025. The only thing on the certificate signed in Hale & Company's name is the guarantee. FINRA Rule 11573 covers a certificate with an assignment or a power of substitution executed in the name of a firm that has since dissolved. A guarantee of another person's signature is neither of those, so FINRA Rule 11573 does not apply to this certificate, and no statement from Ames Baird & Co. or Cole Partners is called for under it. The guarantee is governed by FINRA Rule 11550(h), which asks that it be acceptable to the transfer agent or registrar.

A New Certificate Issued Before the Dissolution

FINRA Rule 11573 looks at the certificate being delivered and at what was executed on it. Suppose that in 2024 Hale & Company sold a Corvid certificate registered in its name to another member, Marlow Securities, and executed the assignment in the firm's name. Later in 2024 the transfer agent registered the shares in Marlow Securities' name and issued it a new certificate. Hale & Company dissolved on 30 June 2025. In 2026 Marlow Securities sells the shares to another member and delivers the new certificate with an assignment executed in its own name.

The certificate delivered in 2026 carries no assignment or power of substitution executed in the name of a firm that has since dissolved. Its assignment was executed in the name of Marlow Securities, which has not dissolved. FINRA Rule 11573 therefore does not apply to it, and no statement from Ames Baird & Co. or Cole Partners is called for under it. Hale & Company's assignment was on the earlier certificate, and that certificate is not the one being delivered. The assignment on the new certificate must still meet FINRA Rule 11550(c): Marlow Securities' signature must correspond with the name written on the certificate.

Examination Relevance and Key Takeaways

FINRA Rule 11573 is tested on the Series 7 and Series 24 examinations as the framework for certificates with assignments or powers of substitution executed in the name of a dissolved firm succeeded by a new firm sharing general partners with the dissolved firm.

The key points to retain are these: FINRA Rule 11573 applies where a certificate's assignment or power of substitution was executed in the name of a firm that has since dissolved, and that dissolved firm is succeeded by a firm or firms having as general partners one or more of the general partners of the dissolved firm — a partial-continuity predicate building on FINRA Rule 11572's partnership presumption for firm-name registrations; for such a certificate to be good delivery, the new firm (or one of the new firms, where multiple successors exist) must have signed the statement "Execution Guaranteed" under a date subsequent to the formation of the new firm so signing; this dating requirement establishes that the guaranteeing successor firm actually existed as such at the time it provided the guarantee, paralleling the verification function FINRA Rule 11571(b)(2)'s certificate of incumbency serves for corporate officers; FINRA Rule 11573 functions as a bridge mechanism, allowing a currently-existing successor entity — specifically one sharing general partners with, and therefore having direct knowledge of and authority regarding, the dissolved firm's affairs — to stand behind an execution made in the name of an entity that no longer exists; and the rule was amended December 15, 2010 through SR-FINRA-2010-030 — no prior amendment date listed — with one selected notice, 10-49.