SEC Provides Conditional Regulatory Relief for Registered Transfer Agents and Certain Other Persons Affected by the Coronavirus Disease 2019 (COVID-19)

The Securities and Exchange Commission today announced that it is providing conditional regulatory relief for registered transfer agents and certain other persons with regulatory obligations under the federal securities laws.     

The impacts of COVID-19 may present challenges for transfer agents and other persons that are affected either directly or indirectly by COVID-19.  To address these challenges, the Commission has issued an order that, subject to certain conditions, provides registered transfer agents and certain other persons with exemptive relief for certain regulatory obligations under the federal securities laws through May 30, 2020.  Importantly, however, transfer agents at all times continue to be subject to the requirements of Exchange Act Rule 17Ad-12, which requires transfer agents to ensure that they adequately safeguard securities and funds in their possession or custody.

Among other conditions, persons that wish to take advantage of the relief must provide written notification to the Commission that such person is taking advantage of the relief, a description of the specific regulatory obligations that the person is unable to comply with, and a statement of the reasons the person is unable to comply with such obligations.  The Commission may extend the time period for the relief, with any additional conditions it deems appropriate, or provide additional relief as circumstances warrant. 

“The relief provided by this Order reflects the continued focus of the SEC and the Division of Trading and Markets on monitoring the effects of COVID-19 on regulated entities, financial professionals, and other market participants,” said Brett Redfearn, Director of the SEC’s Division of Trading and Markets.  “The health and safety of all participants in our markets is of paramount importance.  This temporary relief recognizes that circumstances related to COVID-19 may prevent certain transfer agents and other persons from complying with all requirements within required timeframes.” 

Transfer agents and other regulated entities and financial professionals are encouraged to continue to contact the staff of the Division of Trading and Markets with respect to Division matters if they have questions or concerns related to current or potential effects of COVID-19 on their operations, including any need for regulatory relief or guidance, at (202) 551-5777 or email at tradingandmarkets@sec.gov.