Frequently Asked Questions

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Frequently
Asked Questions

In response to the questions, we hear the most about please see below. If you have further questions, do not hesitate to contact us.
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What does
Marrelli Trust Company Limited do?

Marrelli Trust Company Limited (“MTCL”) is a British Columbia financial institution committed to providing fast and reliable service, to both private and public companies, with offerings ranging from securityholder register management to compliance reporting, corporate actions to securityholder administration.
Who are our clients?

Our client base consists of reporting issuers listed on the TSX, TSX Venture Exchange ( TSX-V), the Canadian Securities Exchange (CSE), cross-listed and private companies aspiring to go public by way of prospectus filings or reverse take-overs with capital pool companies or listed shells.

What does Marrelli Transfer Services Corp do?

Marrelli Transfer Services Corp., located in Toronto,  is an agent of Marrelli Trust Company Limited and as such, solely provides transfer agent services on behalf of MTCL to Ontario clients.

Are you a depository?

No. Marrelli Trust Company Limited (“MTCL”) is a non-deposit taking trust company authorized under the laws of the Province of British Columbia. No trust services are performed outside of British Columbia.

Who are your partners?

We are aligned with both DSA Corporate Services Inc. (“DSA”), a leader in delivering corporate secretarial services and Marrelli Support Services Inc. (“MSSI”), a highly respected leader in providing financial accounting and reporting services to companies active in Canadian capital markets.

MTCL, DSA, and MSSI offer clients a complete C-suite experience for their corporate and securities transfer requirements.

Does my company need a registrar and stock transfer agent?

Whether you are a reporting issuer listed on the TSX, TSX Venture Exchange ( TSX-V), the Canadian Securities Exchange (CSE), or a private company aspiring to go public by way of prospectus filings or doing a reverse take-over with capital pool companies or listed shells, a partnership with Marrelli Trust Company Limited can be beneficial.

We are a trusted source who oversees your security holder registration, handles shareholder communication and access, and administers all of your back-office needs. Focus on growing your company without additional costs and regulatory burdens.

How do we appoint Marrelli Trust Company Limited as our registrar and transfer agent?

To appoint Marrelli Trust Company Limited “MTCL” as your company’s registrar & stock transfer agent and registrar, please see the requirements below:

  • Provide a copy of the Articles of Incorporation and subsequent amendments.
  • Provide a certified copy of the Resolution of the Board of Directors relating to the appointment of MTCL
  • Provide a certified copy of the By-laws.
  • Provide a form of Officer’s Certificate to Marrelli Trust Company Limited stating that the company is duly incorporated, all necessary and proper steps have been taken to make the issue of shares valid, and the company has, at the date of the opinion, a stated capital position concerning: authorized shares (if any), issued and outstanding shares (if any), the shares are fully paid and non-assessable; and the form of the share certificates to be countersigned by MTCL, as transfer agent and registrar, is approved as required by law.
  • Provide a Certificate of Incumbency which includes a certified list of the officers of the company with specimen signatures of such officers who are authorized to execute documents of the company including treasury orders.
  • Provide certified specimens of all classes of share certificates which are to be countersigned by MTCL as transfer agent and registrar, if applicable.
  • Provide a Notice of Termination of services to your current transfer agent, if applicable.
  • Request your current transfer agent, if applicable, to provide the following to MTCL; Certified list of shareholders, certificate history report by account, a list of stop transfers (including backup documents), unused certificate inventory if not utilizing generic certificates, transfer journals/debit wraps, pending lost/estate transfer files, client history summary, and exchange rates. The current transfer agent should also provide MTCL with a certification of the number of shares issued and outstanding (indemnified, if there are any exceptional discrepancies, a supplemental mailing list, other relevant reports/old records electronically (excel format), paper transaction files, and a list of capital changes for the prior 12 months.
How do we appoint Marrelli Trust Company Limited as our registrar and transfer agent?

To appoint Marrelli Trust Company Limited “MTCL” as your company’s registrar & stock transfer agent and registrar, please see the requirements below:

  • Provide a copy of the Articles of Incorporation and subsequent amendments.
  • Provide a certified copy of the Resolution of the Board of Directors relating to the appointment of MTCL
  • Provide a certified copy of the By-laws.
  • Provide a form of Officer’s Certificate to Marrelli Trust Company Limited stating that the company is duly incorporated, all necessary and proper steps have been taken to make the issue of shares valid, and the company has, at the date of the opinion, a stated capital position concerning: authorized shares (if any), issued and outstanding shares (if any), the shares are fully paid and non-assessable; and the form of the share certificates to be countersigned by MTCL, as transfer agent and registrar, is approved as required by law.
  • Provide a Certificate of Incumbency which includes a certified list of the officers of the company with specimen signatures of such officers who are authorized to execute documents of the company including treasury orders.
  • Provide certified specimens of all classes of share certificates which are to be countersigned by MTCL as transfer agent and registrar, if applicable.
  • Provide a Notice of Termination of services to your current transfer agent, if applicable.
  • Request your current transfer agent, if applicable, to provide the following to MTCL; Certified list of shareholders, certificate history report by account, a list of stop transfers (including backup documents), unused certificate inventory if not utilizing generic certificates, transfer journals/debit wraps, pending lost/estate transfer files, client history summary, and exchange rates. The current transfer agent should also provide MTCL with a certification of the number of shares issued and outstanding (indemnified, if there are any exceptional discrepancies, a supplemental mailing list, other relevant reports/old records electronically (excel format), paper transaction files, and a list of capital changes for the prior 12 months.

General
FAQs

What is the Canadian Depository for Securities Limited (CDS) and what is their role?

CDS is Canada’s national securities depository, clearing, and settlement house supporting Canada’s equity, fixed income, and money markets. It handles over 50 million securities trades annually. CDS settles millions of cross-border transactions with the U.S. annually and has custodial relationships with the Depository Trust Company, for example.

How do issuers become eligible for the book-based system?

The book based system means shares are traded between brokers and other financial institutions and cleared through The Canadian Depository for Securities (“CDS”). The security must have an International Securities Identification Number (ISIN). The security must be transferable, in physical form, by a CDS eligible transfer agent.

What is the Depository Trust Company (DTC) and what is their role?

DTC is a clearinghouse for securities that are held in street name, in electronic form, registered under the nominee name of CEDE & Co. DTC provides banks, brokerage firms, and other financial institutions with the ability to move securities and settle trades electronically.

What are the different levels of DTC Eligibility?

There are 4 levels of eligibility with DTC:

Level 1 – CUSTODY Only

  • Only physical certificates can be deposited with DTC. While clearing through DTC, the securities will be registered in the broker’s name.

Level 2 – DTC Eligible

  • Only physical certificates can be deposited with DTC who serves as the custodian and holds the securities through its nominee name, “CEDE & Co.”

Level 3 – FAST Eligible

  • Issues that are FAST Eligible have the ability to deposit and withdraw securities electronically to a brokerage account through the FAST (Fast Automated Securities Transfer)/DWAC (Deposit Withdrawal at Custodian) system.

Level 4 – DRS Eligible

  • DRS eligibility enables investors to elect to hold their assets in the book-entry form directly with the issuer. This level of eligibility is part of the listing requirements for senior exchanges.
What does the term "street name" mean?

“Street Name” means that Securities are held in a broker account and registered in the name of the broker or other financial institution. For example, the brokerage firm’s name may be seen as the registered securityholder of your stock. A broker position might represent any number of beneficial owners.

What does the term "Committee on Uniform Securities' Identification Procedures number (CUSIP) mean?

A CUSIP number is a unique identification number assigned to all stocks and registered bonds in Canada and the United States. A CUSIP number creates a clear distinction between securities traded on public markets.

What does the term "registered owner" mean?

The registered owner is a securityholder of record on the books of the corporation. The registered owner may be a broker, an individual, a trust, an estate, etc.

What is the benefit to registering for for online access?

Securityholders have the ability to view their registered holdings, vote their proxies, request a DRS statement, report a lost or stolen securities certificate, add or change email addresses and preferences 24/7.  Clients can view their registered securityholder register(s),  print various reports.

How do I register for online access?

Please contact us at info@marrellitrust.ca to obtain your user ID. A security check will be performed for registered securityholders. Registered securityholders are requested to provide the name in which their securities are registered, full mailing address, phone number and email address.

How does an issuer know who their securityholder's are on any particular day?

Marrelli Trust Company Limited keeps a current listing of registered securityholders and their ownership positions. The securityholder’s list is updated when treasury requests and transfer requests are processed. The files are maintained and updated with address changes when requested.

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Issuer & Shareholder
FAQs

Who is Broadridge and what is their role in the voting process?

Broadridge Financial Solutions, Inc. provides investor communications and technology solutions to banks, brokers, financial institutions, mutual funds, and corporate issuers. Brokers are required to pass annual materials, including proxies, to all of their clients holding stock with a reporting issuer. Broadridge’s job s to obtain the appropriate number of sets of materials and distribute them to the holders in street name. The proxies are voted and sent to Broadridge who tabulates the votes. Broadridge then sends this information to Marrelli Trust Company Limited to be included with the votes gathered for the Meeting.

What must an issuer provide to its securityholders?

The following materials must be provided to shareholders:

  • Notice of record and meeting date, a form of proxy, information circular (including year-end financial statements, etc.
  • Financial Statements if not already provided and if the shareholder has not opted out of receiving financial statements.
  • Quarterly financial statements are required unless a supplemental mailing list request form has been supplied to all shareholders. If that happens, only shareholders who replied will receive the statements.
  • Depending on the jurisdictions of the reporting issuer, other documents may be required.
What assistance will I get with my annual meeting?

In a word, complete. Before the meeting, we will contact you and provide you with all the requirements for the meeting, and with the use of our online calculator, you will be able to set up a timetable of events.
Marrelli Trust Company Limited offers the following Annual Meeting Services:

  • Preparation of the Notice of Meeting and record dates and distribution to the appropriate authorities.
  • Preparation of search cards to determine the quantity required for the meeting.
  • Arranging the publication of the Meeting Date notice in the Globe and Mail and La Presse (when applicable) via the Canadian Depositary for Securities (CDS) on your behalf as required by regulations.
  • Requests NOBO securityholder information on your behalf and manages the tabulation of any votes received.
  • Tabulation services and Scrutineering Services to ensure that your meeting runs smoothly and that voting integrity is maintained.
Why do I receive materials from Marrelli Trust Company Limited?

Marrelli Trust Company Limited acts as a trust company offering transfer agent services for the company in which you own shares. We process the transfer of ownership of securities and maintain the shareholder register. We distribute materials on behalf of the company to its shareholders.

How are certificates, held in the name of the deceased, transferred?

An Executor or Administrator of an estate must fill out the form below to re-register securities in the name of the deceased to either the Estate of the Deceased or a Beneficiary of an Estate. The Declaration of Transmission must be sworn before a Justice of the Peace, Judge, Notary, or individual permitted to take affidavits to be used in Provincial or Federal courts.

  • Provide the original certificate with the completed Declaration of Transmission form. The executor must endorse the original certificate. It then must be guaranteed by a financial institution that is a recognized member of the Medallion Signature Guarantee Program or by a Schedule 1 Canadian Bank.
  • Ensure the original or notarized copy of the Letters Probate or a Probate Bond of Indemnity accompanies the paperwork.
  • The registration panel must be completed by the executor, indicating that the securities are to be transferred directly to the beneficiary.
What is the procedure for replacing lost, stolen, or destroyed certificates?

Complete the Notice of Lost Certificate Form and send it to MTCL by email or mail. The form requires you to provide details of the loss, including the circumstances surrounding the loss, details of the certificate(s) lost, and the registration that appeared on the certificate(s).

The individual claiming the loss must complete an Affidavit of Loss. When certificates are returned through the postal system as undeliverable, it is called a mail loss, and the claimant is required to complete an Affidavit of Non-Receipt. The affidavit serves as legal testimony as to the circumstances of the loss and includes information on the certificates and how they were lost. The Affidavit of Loss (or if applicable Non-Receipt) must be sworn before a Notary Public or a Commissioner for Taking Affidavits.

Provide to MTCL an Open Penalty Bond of Indemnity, issued by an insurance company authorized to transact business in Canada or the United States. The bond ensures that MTCL and the issuing company is not held liable if the lost certificates are ever traded or canceled. The bond provides the owner of the certificates with insurance coverage for the value of the security. The cost associated with securing an Open Penalty Bond is based on the current market value of the lost certificate(s).

Tips for Locating Your Lost Certificate
  • Check your safety deposit box.
  • Contact your broker and issuer and ask if they have it in safekeeping.
  • Double-check your files at home and work.
  • Contact our office to see if your certificate has been transferred, or if it is being held in DRS form.
  • Check your cottage or vacation home, and your P.O. box.
  • If an attorney, consultant, or third party assists you with your investment affairs, ask if they know where the certificate is.
Found Certificates

If the stock certificate is found, please inform us, immediately, to lift the stop-transfer from the stock.

IMPORTANT: If the certificate has been replaced, please return the old (found) certificate to Marrelli Trust Company Limited immediately for cancellation.

Why do securityholders require a Medallion Stamp or signature guarantee?

A signature guarantee provides the transfer agent and issuer with proof that the registered owner of the security wants to transfer the security.
There are two ways to guarantee a security in Canada:

  • A Schedule I Canadian Chartered Bank can guarantee signatures and is represented by a stamp from the financial institution. The guarantee is signed by an officer providing proof that the signature is genuine. The officer will also present their bank ID number.
  • A financial institution (broker, dealer, etc.) may provide a Medallion Signature Guarantee supported by a recognized Security Transfer Association Medallion Program. This guarantee offers proof that the signature is real.

The following are some potential medallion services providers outside of Canada:

United Kingdom:
https://www.lesteraldridge.com/international/medallion-signature-guarantee/
https://medallionguarantee.co.uk/medallion-services/
https://www.sharedata.co.uk/medallionstamp/
https://www.findersinternational.co.uk/our-services/medallion-signature-guarantees/
https://www.redmayne.co.uk/medallion

Australia:
https://www.fortrend.net.au/medallion-stamp-guarantee-2

Online – US residents only:
https://esignatureguarantee.com/

Where should I keep my certificates?
  • Safety Deposit Box
  • Home Fireproof Safe
  • With a broker for safekeeping
  • Book-Entry Form (DRS)
When do I require a certified corporate resolution?

A Certified Corporate Resolution is required to transfer a security registered in the name of a company. The Certified Corporate Resolution identifies the individual(s) who has been given the authority to sign on behalf of the corporation. The resolution must be dated within six months of the date the certificate is presented for transfer. A specimen signature(s) must also be provided. The person endorsing the certificate must be different from the person certifying the corporate resolution. The only caveat is if there is only one signing officer. The Certified Corporation Resolution must be Medallion STAMP guaranteed when a resolution is presented with the certificate.

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Marrelli Trust Company LimitedHeadquarters
OUR LOCATIONSWhere to find us?
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GET IN TOUCHSocial links
Copyright © 2020 All rights reserved. Data security is one of our top priorities. Therefore we have structured an Information Security program fully aligned with the ISO 27001:2013 Standard.

Copyright © 2020 All rights reserved. Data security is one of our top priorities. Therefore we have structured an Information Security program fully aligned with the ISO 27001:2013 Standard.

Copyright © 2020 All rights reserved. Data security is one of our top priorities. Therefore we have structured an Information Security program fully aligned with the ISO 27001:2013 Standard.