decedent is a certificate of the probate court showing that the person who has endorsed the certificate has been appointed executor or administrator. Sometimes a death certificate of the Bureau of Vital Statistics may be required.

Waiver of Notice from State Comptroller. In practically every state of the United States there are transfer tax laws also known as inheritance tax laws. These laws impose a tax on the property of decedents. In some of the states the laws do not affect direct descendants at all. In these cases the tax is imposed only against collateral relatives. In other states there is an exemption of varying sums to those who are direct descendants. In order to transfer stock of a decedent where there is any transfer tax law, it is necessary to obtain a waiver from the state comptroller or similar official. The effect of this waiver is to permit the transfer agent to make the transfer without giving further notice to the comptroller or similar official. In New York a transfer agent or any other person who makes a transfer of any kind of property which belonged to a decedent without obtaining a waiver, is subject to a penalty of not less than $5,000 nor more than $25,000, in addition to a liability for the tax upon the property transferred.

Certified Copy of Will. If the owner of the stock died leaving a will, then the transfer agent should require that a certified copy of the will be filed with it. Sometimes a plain copy may be filed, but the certified copy then should be exhibited to the transfer agent and an opportunity given to compare the plain copy with the certified copy.

Proof of No Debt. If the transfer is made within a year from the date of the death of the decedent, an affidavit should be made by the executor and filed with the transfer agent, alleging that the debts of the decedent have all been paid or amply provided for.

Other Papers to Be Filed. The Federal Estate Tax Law, which of course covers the entire United States, provides that

any estate of $50,000 or upwards is liable to a tax. In order to check up the transfers of property in estates of decedents, a provision of this law requires that a 60-day notice must be given to the collector of internal revenue. The 60 days start to run from the date of the qualification of the personal representative who is executor or administrator. Therefore, when a transfer agent is requested to transfer stock, it should know that the 60-day notice above referred to has been properly filed with the collector of internal revenue for the district in which the estate is located. The kind of proof that the transfer agent should require is not set forth in any law, but an affidavit made by the executor or a certified copy of the notice with the acknowledgment of its receipt, endorsed by the collector of internal revenue of the district, or an acknowledgment from the collector of internal revenue that such a notice has been filed, are a few of the kinds of proof that the transfer agent may properly require.

Requirements If Corporation Is Foreign. If the corporation whose stock is sought to be transferred was incorporated in a state other than the state where the transfer agent has its office, then a waiver must be obtained from the state where the corporation was incorporated. If the decedent died a resident of one state, the transfer agent is in another state, and the corporation was incorporated in a third state, then three separate waivers will be required. It must be borne in mind, however, that in all of the states, the transfer tax laws, sometimes called "inheritance tax laws," differ; and in some few states there is no inheritance tax, and in others the tax is only against collateral descendants of the decedent. These facts must be taken into consideration at the time of making the transfer. Therefore, it is always well for the transfer agent to have accessible the law with respect to the inheritance or transfer tax in the various states.

Endorsement of Executor. The stock certificate in the

case of a decedent will of course be endorsed by the executor or administrator on behalf of the decedent. Where stock belonging to an estate is sought to be transferred into the name of an individual not the executor or administrator, and someone not designated as a beneficiary under the will, it may, in certain of these cases, be necessary to obtain a certified copy of a decree of the surrogate's or probate court, directing the transfer of the stock to the individual. A case like this might arise where the estate was of insufficient value to meet all the debts of the decedent. It would, of course, in such a situation, be necessary to sell some or all of the assets of the estate, irrespective of the fact that some of the assets might be specifically bequeathed. The transfer agent would have a certified copy of the will filed with it, showing that certain stock was specifically bequeathed to an individual other than the one to whom it is sought to transfer this same certificate of stock. In order to justify such a transfer, it would, as stated above, be necessary to have a decree of the surrogate's or probate court. This decree should be filed with the transfer agent.

It would also be necessary to have such a decree where the stock was to be transferred out of the estate to someone other than a beneficiary, or even if it were to a beneficiary other than a specific legatee. If the transfer is made first to the executor or administrator, then he takes the responsibility for a transfer out of the estate, but the transfer is attempted to be made directly from the name of the decedent to another party, then the rules above mentioned apply. An example of a specific legacy of stock would be as follows:

A will provides that Certificate No. 889 of the Jones and Brown Iron Works Company, Inc., be bequeathed to Richard Roe. In a case like the above it is not necessary to obtain a decree of the court. A certified copy of the will will be sufficient authority to the transfer agent to make the transfer directly to Richard Roe.

§ 533. Lists of Stockholders for Dividend Payments

Among the duties of a transfer agent, there is, as has been stated, the maintenance of stockholders ledgers and transfer records. One of the reasons for maintaining these records is to have a list of stockholders with their addresses and amounts of their respective holdings, when the corporation is in a position to declare a dividend. The transfer agent at that time would be called upon to supply the corporation for which it is acting, with a certified list of stockholders, their addresses, and the respective amounts of stock held by each stockholder. The transfer agent may, of course, be called upon for a stockholders list at other times than dividend periods. Such occasions arise when the corporation wishes to send out notices of any kind, including increase of capitalization and rights to subscribe to stock, and the like. When a corporation is about to pay a dividend, a meeting of directors, of course, is held and the rate of dividend is declared and the time of payment is set, and it is decided to whom it shall be paid. The way this is done is to have the resolution declaring the dividend read that the dividend is payable to stockholders of record as of a given date. Often the resolution will declare the books to be closed as of a given date, and will set a time for reopening the books after the dividend has been paid. If the books are declared to be closed, then no transfers may be permitted during the time that they are closed. The certified list of stockholders in either case must be made up as of the date specified in the resolution.

§ 534. Definition of Registrar

The registrar is one who registers something, in this case securities of some kind, usually either stock, bonds, or notes, and sometimes commercial paper. The New York Stock Exchange rule requires that the registrar shall be a bank or trust company. If the stock is not listed, however, no rule exists

as to who the registrar shall be. Some corporations act as their own registrar as well as their own transfer agent, while other corporations have their transfer agency and registration work handled by one bank or trust company. The better practice, however, is to have the registration handled by a bank or trust company other than the organization acting as transfer agent.

§ 535. Duties of the Registrar

The duties of the registrar are much less complicated than those of the transfer agent. It is his duty to see that the corporation does not overissue stock, that is, that it does not issue more than the stock authorized by the board of directors under the charter limitations. In addition to this, the registrar must receive and examine the certificates to see that they are genuine. He will record registrations in a book kept for that purpose and then deliver the certificates to the transfer agent.

Of course before accepting the appointment as registrar, a bank or trust company which cares to maintain a high-class reputation will make an investigation similar to and as drastic as that which it would make were it going to act as transfer agent. In fact it may be said that in all cases no bank or trust company will act on behalf of another corporation or individual unless it is satisfied of the standing of the corporation or individual.

§ 536. Fees

The fees for acting in the capacities of transfer agent and registrar differ in different localities. No set rules can be laid down as to charges which may be made, although certain fees have been recommended as proper by the American Institute of Banking.

In addition to the fees that can be made for services, a