Oswald & Yap Law – Orange County Business Lawyers

New Filing and Fee Requirements for Corporate Actions by Public Companies

NOTICE: NEW FEES AND NOTICE REQUIREMENTS FOR DIVIDENDS, STOCK SPLITS, NAME CHANGES, MERGERS, AND OTHER CORPORATE ACTIONS OF PUBLIC COMPANIES

Effective September 27, 2010, public companies desiring to pay dividends or other distributions of cash or securities; conduct a forward or reverse stock split; make a rights or other subscription offering; change their name; change their trading symbol; conduct a merger or acquisition; or dissolve, declare bankruptcy or liquidate are now required to notify FINRA and pay a fee at least calendar ten days prior to the record date for such corporate action or they will be subject to substantial late fees and delayed processing of documents.

Before taking the action, a public company must utilize the following procedure:

  1. Complete, sign, and submit a Company-Related Action Notification Form to FINRA Operations at least ten days prior to the record date or effective date (as applicable) involved for the corporate action. The form is available at www.finra.org/upc/forms.
  2. Attach the supporting documentation as required by the Company-Related Action Notification Form (e.g., copy of board resolutions, amended articles of incorporation).
  3. Ensure that the company’s transfer agent simultaneously signs and submits a completed Transfer Agent Verification Form to FINRA Operations.
  4. Pay all applicable fees as prescribed by the Company-Related Action Notification Form.
THE NEW FEE SCHEDULE
Dividends or other distributions of cash or securities; forward and reverse stock splits; rights or other subscription offerings; change of corporate name, change of trading symbol; mergers; acquisitions; dissolutions; bankruptcies; or liquidations. Fee
Timely Notification (Notice submitted at least ten calendar days prior to corporate action date) $200
Late Notification (Notice submitted at least five calendar days prior to corporate action date) $1,000
Late Notification (Notice submitted at least one calendar day prior to corporate action date) $2,000
Late Notification (Notice submitted on or after corporate action date) $5,000
Other Corporate Actions Fee
Voluntary Symbol Request Change $500
Initial Symbol Set Up No Charge
Symbol Deletion No Charge
Appeals Fee
Action Determination Appeal Fee (To Appeal FINRA Rejection of Corporate Action) $4,000

Contact Lynne Bolduc with questions at (949) 788-8900 or email info@oswald-yap.com.