Are Physical Share Certificates Still Worth It?
Explore the relevance and practicalities of physical share certificates versus electronic holdings in today's financial markets.
Explore the relevance and practicalities of physical share certificates versus electronic holdings in today's financial markets.
Share certificates traditionally served as tangible proof of ownership in a company. These documents once held prominence, signifying an investor’s stake. The modern financial landscape has largely shifted towards electronic record-keeping, raising questions about the continued relevance of physical share certificates.
A physical share certificate is a printed document representing ownership of a specified number of shares in a corporation. Historically, it was the primary evidence of an investor’s stake. These certificates typically contain important details such as the company’s name, the shareholder’s name, the number of shares owned, a unique certificate number, and often a corporate seal and authorized signatures.
Many older investments may still exist in this physical form, requiring secure storage. The intricate designs often found on these certificates were intended to deter fraudulent replication.
Electronic share holdings, or “book-entry” shares, represent ownership without a tangible certificate. Ownership is recorded digitally in a company’s or transfer agent’s ledger. This method has become the standard for most investors in contemporary financial markets.
Shares held electronically are managed through a brokerage account or directly with a company’s transfer agent via systems like the Direct Registration System (DRS). The DRS allows investors to hold securities in electronic form directly on the issuer’s records, eliminating the need for physical certificates. Electronic holdings simplify transactions and record-keeping, as accounting entries are adjusted electronically when shares are bought or sold.
Holding shares physically or electronically involves several practical considerations. Physical certificates offer a tangible representation of ownership, while electronic holdings rely on digital entries maintained by brokerage firms or transfer agents.
Record-keeping responsibilities differ significantly. With physical certificates, the investor is primarily responsible for the document’s safekeeping and tracking. For electronic shares, brokerage firms and transfer agents maintain comprehensive digital records, providing account statements to confirm ownership. This digital record-keeping streamlines administrative processes for both investors and companies.
The processes for transferring or selling shares also vary. Selling physical shares generally requires endorsing the certificate and often obtaining a Medallion Signature Guarantee, a specialized authentication from a financial institution. This guarantee protects against unauthorized transfers and confirms the signer’s legal capacity. Electronic shares typically facilitate quicker and simpler transfers through a brokerage account, often without the need for such physical endorsements or guarantees.
Security concerns differ based on the holding method. Physical certificates are susceptible to loss, theft, or damage. Electronic holdings, while not exposed to physical risks, depend on the cybersecurity measures of brokerage firms and the Securities Investor Protection Corporation (SIPC) coverage, which protects client assets up to specified limits in the event of a brokerage firm’s failure.
Managing physical certificates can incur costs, such as fees for replacing lost certificates, which may include the purchase of a surety bond. Surety bonds for lost certificates typically cost between 1% to 5% of the security’s market value. In contrast, electronic holdings might involve standard brokerage transaction fees, but generally avoid the unique costs associated with physical document management.
For individuals possessing physical share certificates, prudent management is important. Secure storage is advised, such as in a fireproof home safe or a bank safe deposit box, to protect against loss, damage, or theft. These tangible documents are valuable and should be safeguarded.
Should a physical certificate be lost, stolen, or damaged, replacing it involves a specific process. The first step is typically to contact the company’s transfer agent to place a “stop transfer” on the certificate, preventing unauthorized transactions. Replacement usually requires submitting an affidavit of loss, and often purchasing a surety bond to protect the transfer agent and issuer against potential claims if the original certificate reappears. The cost of such a bond can range from 1% to 5% of the certificate’s market value. A reissuance fee, potentially ranging from $50 to $500, may also apply.
Many investors choose to convert physical certificates into electronic book-entry form, a process known as dematerialization. This can be done through a brokerage firm or the company’s transfer agent. The process generally involves submitting the original physical certificates along with a dematerialization request form, after which the shares are recorded electronically in an account. Converting shares to electronic form simplifies future transactions and reduces the risks associated with physical documents.
Physical certificates can introduce complexities in estate planning due to the need for physical transfer and authentication during probate. Electronic shares held in brokerage accounts may offer a more streamlined process for beneficiaries, as ownership records are centrally maintained and can be transferred more readily upon proper legal documentation.