On September 1, 2026, the SEC proposed a comprehensive set of amendments to the rules and forms under the Securities Exchange Act of 1934 governing registered transfer agents. The proposal would amend the transfer agent registration and annual reporting regime, amend numerous other transfer agency rules to reflect technological advancements, rescind existing Rule 17ad-4 which currently exempts small transfer agents and transfer agents for registered open-end funds from certain requirements, and add two new rules that would require written compliance policies and procedures and impose requirements regarding restricted securities.
Proposed Amendments to Registration and Reporting Requirements and Forms. The proposal would, among other things, amend Rule 17ac2-1, which addresses transfer agents’ application for registration with the SEC, to extend the effective date of an application for registration from 30 days to 45 days after a transfer agent files an application on Form TA-1. Rule 17ac2-2 would be amended to require transfer agents to file an amended Form TA-2, the form by which transfer agents fulfill annual report requirements, within 60 days of discovering that information on a previously filed Form TA-2 was materially inaccurate, incomplete, or misleading at the time of filing. Forms TA-1 and TA-2 would be amended as well, including by calling for additional disclosure regarding a transfer agent’s affiliates, other registrations, number of employees, activities performed, issues serviced, and certain service providers engaged. Certain reporting items would no longer be required under the amended forms.
Proposed Amendments to Existing Rules. Proposed amendments include, but are not limited to, the following:
- Rules 17ad-1 and 17ad-9. Defined terms, and the terminology used in the definitions of defined terms, within the transfer agent rules would be modernized to reflect technological advancements in how transfer agents operate, including their use of blockchain technology and other forms of electronic recordkeeping and communication. For example, the term “certificate detail” would be replaced with the technology-neutral term “position detail” that can apply to both certificated and uncertificated securities.
- Rules 17ad-2 and 17ad-3. Transfer agents would be required to establish, maintain and enforce written policies and procedures reasonably designed to ensure the timely turnaround and processing of routine items in alignment with the current T+1 settlement cycle. The threshold of routine items a transfer agent must timely process to avoid Rule 17ad-3 limitations on expanding its services to new or existing issuers would rise from 75% to 95%.
- Rules 17ad-6 and 17ad-7. The recordkeeping and record retention rules would be amended to reflect that records can include both physical and digital records, and would establish a single, uniform six-year retention period for most transfer agent records.
- Rule 17ad-10. The posting timeframe for master securityholder files would be aligned with the current T+1 settlement cycle and the rule would also be amended to use technology-neutral terms.
- Rule 17ad-12. This rule regarding the safeguarding of funds and securities would be reframed as a comprehensive risk management rule that requires transfer agents to have written policies and procedures reasonably designed to safeguard funds and securities within their possession or control and to identify, measure, monitor and mitigate any material operational and other risks associated with the transfer agent’s activities. Transfer agents would also be required to have a written business continuity plan and to hold issuer, securityholder and other third party funds in segregated bank accounts.
- Rule 17ad-17. Transfer agents and broker-dealers would be required to provide at least two notifications to securityholders that have been inactive for 18 months (“inactive securityholders”). The rule would also be updated to reflect the use of electronic means for sending communications and payments to securityholders.
Proposed Rescission of Existing Rule 17ad-4. The rule, which exempts small transfer agents and transfer agents for registered open-end funds from certain turnaround, processing and recordkeeping requirements, would be rescinded based on the view that technological advances have leveled the playing field for all transfer agents.
Proposed New Rules 17ad-30 and 17ad-31. Proposed Rule 17ad-30 would require registered transfer agents to establish, maintain and enforce written policies and procedures reasonably designed to achieve compliance with the federal securities laws. Proposed Rule 17ad-31 would require transfer agents to maintain a current list of issuer employees authorized to instruct the transfer agent regarding the placement and removal of legends indicating restricted securities, and establish a reasonable basis, before facilitating an unregistered securities transaction, that the transaction does not violate Section 5(a) of the Securities Act of 1933. The rule would include a non-exclusive safe harbor through which the reasonable basis may be established.
The SEC’s proposing release is available here, a related press release is available here, and a related fact sheet is available here.
