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GUIDING YOUr path to SUCCESS

Unclaimed Property
& Escheatment Guide
At American Stock Transfer & Trust Company, LLC (AST),
we put great emphasis in partnering to navigate the often
complicated process of protecting shareholders personal
property. Just as a lonely seedling needs sunlight and
water to thrive, it still has all the potential in the world to
grow into a big and beautiful tree. Likewise, at times your
shareholders need assistance to ensure their assets continue
strong and do not go abandoned.

AST works hard to provide you with the building blocks


needed to strengthen your shareholder relatioships. Together
we will work to create an unwaivering loyalty by protecting
assets and following only the best practices.

Contents Introduction . . .................................... 2


About Unclaimed Property......................... 2

The basics.......................................... 4
Compliance Programs............................... 4
Voluntary Programs. . ............................... 5

The Escheatment process . . ................. 6


Compliance Programs............................... 6
Roles and Responsibilities. . ....................... 7
Unclaimed Matrix. . ..................................10
Voluntary Programs. . ..............................12
What Shareholders Can
Do To Prevent Escheament........................13
Special Scenarios That
Require Unique Handling. . ........................14

Frequently asked questions.............16


Client-Related Questions..........................16
Typical Shareholder Questions..................19

glossary...........................................22
external resources......................... 24

strengthen shareholder
loyalty
Introduction
In the process of growth and development, we must not allow any of our shareholders. Just like the simplicity of taking in Today the states aggressively seek additional sources

building blocks to be left behind. It is our responsibility to look after the sunshine on a beautiful day, sometimes the little of revenue by lowering their dormancy periods.
things are what matter most. As a result, this process The vast majority of the states have shortened their
abandoned, which leads us to discuss the importance of escheatment.
often helps build incredible shareholder loyalty. respective dormancy period to three years. Its no
This guide has been developed by American Stock About Unclaimed Property There was a time when TAs performed minimal asset
surprise that abandoned property has emerged as
Transfer & Trust Company as an educational guide one of the top three revenue sources for most states,
As your Transfer Agent (TA), we are committed to recovery tasks on behalf of issuers that rarely went
and desktop reference covering escheatment and including California, which has the eighth-largest
providing the strongest disciplines of regulatory and beyond the mandatory SEC searches, associated
unclaimed property. economy worldwide.
risk management control. Our primary responsibility due diligence mailings and the inevitable property
Within this guide, you will find: is to ensure that you maintain compliance with all escheatment in the spring and fall of each year. As states are increasingly pressured to generate
applicable abandoned property regulations for your On occasion, a public company might ask its TA revenue, this capital-raising mechanism has taken
An explanation of the regulatory requirements
shareholders of record. to implement a more detailed search program, on a new appeal. Under the Uniform Unclaimed
that drive mandatory escheatment programs
commonly referred to as a deep search program, Property Act, the failure to report the findings
A discussion of the rationale, processing As normal course of business, we administer the
to target lost shareholders who have not responded of asset recovery efforts results in steep penalties.
components and expected results of each phase numerous state unclaimed property reports that prove
to mandatory SEC searches.
Guidelines regarding how to handle third-party you have complied with your responsibility to locate For example, penalties can accumulate at a rate of
audits and what if penalties abandoned shareholders. We are also available to help Not long ago, states typically held five- to seven-year 1% of the property value each month the property is
An overview of supplemental voluntary programs you select supplemental search programs that can dormancy periods. A dormancy period is defined reported late. The states more aggressive roles, along
that can help retain equity for your shareholders further complement your companys specific strategic as the number of years a shareholder has to take with unprecedented shareholder activism and scrutiny,

Management resources available to assist you objectives. a required action before a state classifies the demonstrates a renewed importance for maintaining

in the oversight of your companys unclaimed account as dormant, e.g., cashing a dividend check, the most active investor record possible. Given the
In recent years, core mandatory escheatment (also
or abandoned property program exchanging shares or notifying their Transfer Agent increasing levels of attention to the escheatment
known as abandoned property) programs have evolved
An overview of our strategic partners of a change in address. process, AST can help provide warmth, comfort and
significantly. The reuniting of shareholders with
protection against unnecessarily escheating assets.
Lists of frequently asked questions and helpful their personal assets uncashed checks, corporate The process of reporting dormant accounts over
external resources securities, etc. versus the states more aggressive to the state is known as escheatment.
A glossary of commonly-used unclaimed position in claiming this property has driven an

property terms expansion of proactive, voluntary activities that


issuers can initiate.

When we partner with you to perform these


mandatory and voluntary operations, you as
the issuer, simplify asset maintenance for your

simplify the complexities

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The Basics
With growth and development comes the responsibility of working with Compliance Programs with an aggregate value under $25 do not qualify
for the SEC mandated search. Uncashed checks
other entities to develop best practices and maintain high standards. Initial Compliance
and checks which are not cashed for a period of six
At AST, we are dedicated to helping you fly high, taking great care to This phase identifies all reportable unclaimed property
months will be required for this mandatory search.
ensure your companys full compliance with state unclaimed property and the fulfillment of state reporting and remittance

and escheatmant laws. of assets. It is performed the first time you (the issuer)
Voluntary Programs
have property to be remitted to the states on a specific
Unclaimed property refers to the collective Remitting property to the proper state The following programs are supplemental and precede
issue. This includes the first time following an M&A
activities of mandatory escheatment and voluntary Maintaining records of property remitted initial and annual compliance cycles.
event (e.g. reorganization). It is important to note that
supplemental programs. United States property
should an issuer move to a new Transfer Agent, initial Post-Merger Cleanup
All 50 states, the District of Columbia, Guam, Puerto
rights are regulated by state laws, rather than federal
compliance is not affected, nor are the dormancy and/ Post-merger cleanup occurs post merger (approximately
Rico and the U.S. Virgin Islands have enacted their
laws. Each state defines what property is considered
or filing periods altered. This is a one-time event for six months after the effective date of the transaction)
own versions of the Act, which follow different degrees
reportable, when it is reportable (the dormancy period)
each eligible company issue. and encourages rightful owners who have not exchanged
of the Uniform Act.
and how that property must be reported.
their shares to participate in corporate actions.
Annual Compliance
Every state and U.S. territory requires all legal
In 1954, in an effort to unify innumerable state
entities, including corporations, partnerships, LLCs This occurs on an annual basis. A review is performed Deep Search
statutes and clearly define abandoned property
and C corporations, to follow its abandoned property to identify escheatable property, including the Deep search is a process designed to locate shareholders
ownership, the Uniform Disposition of Unclaimed
regulations. Typically this applies even if the entity has compilation and filing of all state reporting whose accounts are marked lost in the Shareowner
Property Act (the Act) was introduced and
no unclaimed property. Generally, foreign subsidiaries requirements and corresponding asset remittance. Services System and have already met or are not
ratified in 1981 and 1995. The Act is based on
are not subject to U.S. abandoned property laws; Every state has annual filing dates to which issuers subject to SEC 17Ad-17 requirements.
expert contributions of the National Conference
however, domestic subsidiaries of foreign-owned firms are expected to comply either by November 1,
of Commissioners on Uniform State Laws, an As your TA, we have the tools to help ensure a
may be subject to the laws. or during the period between March 1 and May 1.
organization focused on consumer protections and smooth journey through these sometimes complicated
safeguarding individual property. The administration of unclaimed property is broken SEC Mandated Searches processes. Each component will be discussed greater
down into two primary classifications compliance In accordance with SEC regulation 17Ad-17, the detail throughout the following sections.
Issuers must engage a Transfer Agent (TA) that will
and voluntary which are made up of a series of TA must make two attempts to locate shareholders
fulfill four primary regulatory responsibilities, based
underlying programs as described on the following classified as lost. Shareholders are classified as lost
on various state regulations, including:
page. AST is here to act as the compass that will when correspondence sent to the address of record
Attempting to notify the shareholder (due diligence)
guide you to your companys proper destination is returned by the post office as undeliverable (RPO).
Filing reports with the proper states
throughout the compliance process. Decedent accounts, corporate accounts, and accounts

achieve high standards and


maintain best practices

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The Escheatment Process
Part of a superior operations procedure includes managing complicated Roles and Responsibilities
regulations in order to comply with the law and avoid unnecessary penalties. The State(s) Pursues abandoned property as revenue and establishes guidelines for when property is
escheatable
As your partner, AST wants to protect you from going underwater, ensuring
Issuer Required to maintain compliance with all applicable state abandoned property laws
that you navigate the escheatment process with ease.
Transfer Agent (TA) Ensures property is escheated to the states as required and proper state-required reports
Escheatment is the act of reporting property to which The Transfer Agent (TA) may obtain applicable are filed on time

the rightful owner has made no claim, engaged in no release and indemnification agreements from agents Monitors changes to state regulations
transaction or given no instruction for a time period of the various jurisdictions and provide strategies to Provides reports on unclaimed property compliance to issuer (client) within an agreed
meeting the dormancy of each state. Property that minimize your exposure to interest and penalties. upon date (post completion)

would qualify for the escheatment process includes Shareholder Ultimate owner of the asset
Once initial compliance is implemented, the following
uncashed company-issued checks and abandoned Notifies TA when there is either an address change or modifications to registration
requirements are met:
stock. Escheated assets are transferred over to the Ideally, reviews his account online every six months to ensure accuracy
Identifying reportable property per the dormancy
state for safekeeping until the rightful owner makes
period for each state
Strategic Partners (these firms serve as third party vendors for specific services detailed below)
a claim on the assets. At AST, our goal is to keep
Processing of due diligence in accordance with each LINK Shareholder Post-merger cleanup
you safe and at shore, protecting you and your Services
shareholders during the escheatment process. states requirements
Affiliated Computer State reporting and remittance
Organizing of property in acceptable formats for Services (ACS)
Compliance Programs each state Audit Services US State reporting and remittance

Init ial C o mp l i a n c e Remitting of property and reporting to each state Unclaimed Property Mandatory and voluntary programs, escheatment filings, reporting and property movement
Eliminating or substantially reducing liability for Recovery and
This initial phase identifies first-time reportable
Reporting (UPRR)
unclaimed property and may also reduce liability for past due property
Keane Voluntary programs, decedent database and updated addresses and deep search
past due property. This program brings issuers into Setting the baseline threshold of issuers
Industry Advisors and Professional Associations
compliance in all jurisdictions that may have a claim compliance status to a level that permits automatic
and regular state unclaimed property reporting National Association A non-profit organization affiliated with the National Association of State Treasurers and
against escheatable property.
of Unclaimed Property the Council of State Governments. Promotes and supports excellence and professionalism
Administrators (NAUPA) among those individuals charged with the responsibilities of unclaimed property
administration and compliance.

Securities Transfer Provides representation to its members in dialogue with regulators, providing information
Association, Inc (STA) and education for members on regulations that will impact their business, and establishing
guidelines allowing effective exchanges of data between Transfer Agents and other industry
participants. Works with other industry groups, including the Depository Trust Company,
FINRA and NYSE/Euronext.

Shareholder Services Supports corporate issuers in effectively meeting their responsibilities for shareholder
Association (SSA) recordkeeping and service. Provides industry education and actively engages in dialogue
with regulatory entities on matters which affect issuers and their shareholders.

Unclaimed Property Promotes and supports efficiencies within asset recovery. Serves as a vehicle/forum for

avoid
Professionals communication and thought leadership.
Organization (UPPO)

MissingMoney.com A national database, sponsored by the states, enabling owners to perform a comprehensive
hefty search for lost assets that have been turned over to the states and provinces.

penalties

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Annual C o mp l i a n c e Each state has its own unique requirements Escheatment Annual Compliance Timeline
with respect to when dormant property should be
This program is implemented to help ensure Based on the below dormancy, the graphic below represents a typical timeline
compliance through an annual review of property that escheated and criteria for due diligence eligibility
for annual compliance.
has become escheatable since the prior years report. prior to escheatment.

As your Transfer Agent, we conduct diligence efforts to


It is important to note that the states recognized
Jan feb mar apr may jun jul aug sept oct nov dec
notify shareholders of upcoming escheatable property
that there were expenses associated with initiating
Due Due
and file the necessary reports to each state. Like an
annual compliance (e.g. materials and postage for diligence diligence
umbrella provides shelter from a storm, this is our mailed mailed
a due diligence mailing), and in turn established Spring filing
way of helping you keep your shareholders covered Fall filing
minimum dollar values for the property. If the value Shareholders Shareholders
while complying with state laws. respond to respond to
of the property eligible for escheatment falls below
mailing mailing
Once implemented, the following requirements are met: the threshold, no due diligence is required.

Identification of reportable property per the Annual compliance/escheatment reporting is based Results of the Escheatment Process
dormancy period for each state on the individual states dormancy period(s), Ongoing contact throughout the year removes shareholders from escheatment processing.
Lost shareholder searches are conducted.
Providing preliminary escheat reports (by state) defined in the following matrix. AST will ensure your
Property is processed with state agencies.
to the issuer prior to the due diligence mailing(s), compliance with state escheatment laws, allowing Reporting is balanced and validated.
which may include multiple filings you to protect your company while sheltering your
Processing of due diligence in accordance with shareholders from steep non-compliance penalties.
state agents

Organization of property in acceptable formats for


each state

Remittance of property and reporting to each state


Adherence to changing regulations and subsequent
processing updates

preserve shareholder
assets, dependably

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Unclaimed Matrix* As of January 2012

Reinvestment Plans

Reinvestment Plans
Underlying Shares

Underlying Shares
Unexchanged Stock

Unexchanged Stock
Fractional Shares

Fractional Shares
from Post Office

from Post Office


Payment Due Date

Payment Due Date


Shares Returned

Shares Returned
Report Due Date

Negative Report

Report Due Date

Negative Report
Prior to Report

Prior to Report
Report Cut-off

Report Cut-off
Requirements

Requirements
Due Diligence

Due Diligence

Due Diligence

Due Diligence
of Successor

of Successor
Mailing Item

Mailing Item
Corporation

Corporation
Annual Due

Annual Due
Required?

Required?
Dividends

Dividends
Diligence
Time Span

Diligence
Time Span
Deadline

Deadline
Cash for

Cash for
Minimum

Minimum
Dividend

Dividend
State

State
Date

Date
Website Website

SC01 SC08 SC09 SC10 SC12 SC19 NH 3 3 3 3 3 3 11/1 11/1 Y $50 60-120 days N 6/30 nh.gov/treasury

AL 3 3 3 3 3 3 11/1 11/1 Y $50 60-120 days N as of 2007 6/30 moneyquestalabama.com NJ 3 3 3 3 3 3 10/31 10/31 Y $50 60-120 days Y 6/30 unclaimedproperty.nj.gov
uncashed
AK 5 5 5 5 5 5 11/1 11/1 Y $100 <120 days N 1/6 unclaimedproperty.alaska.gov
div over
AZ 3 3 3 3 3 3 11/1 11/1 Y $50 <120 days N 6/30 azunclaimed.gov 3 yrs

AR 5 5 5 5 5 5 10/31 10/31 Y $50 60-120 days N 6/30 accessarkansas.org/auditor/ NM 5 5 5 5 5 5 11/1 11/1 Y $50 60-120 days Y 6/30 www.tax.newmexico.gov/

CA 3 3 3 3 3 3 6/1-6/15 notice report: Y $50 6 months - 1 year Y 6/30 or sco.ca.gov or claimit.ca.gov NY 3 3 3 3 3 3 3/10 3/10 Y NP not <90 days Y 12/31 osc.state.ny.us
before 11/1 holders required
remit report: fiscal year with a
6/1-6/15 end proven bad
address
CO 5 5 5 5 5 5 11/1 11/1 Y $50 <120 days N 6/30 greatcopayback.com
NC 3 3 3 3 3 3 11/1 11/1 Y $50 60-120 days N 6/30 nccash.com
CT 3 3 3 3 3 3 3/31 3/31 Y No min all <180 days (1 year Y only for companies 12/31 state.ct.us/ott
amounts before the presumption incorporated in CT ND 25 3 34 3 3 3 11/1 11/1 Y $50 <120 days N 6/30 www.land.nd.gov
must be of abandonment takes and only in paper
OH 5 5 5 5 5 5 11/1 11/1 Y $50 <30 days Y 6/30 com.ohio.gov/unfd
verified effect) format, signed
OK 3 3 3 3 3 3 11/1 11/1 Y $50 <120 days N 7/1 ok.gov/treasurer
DE 3 3 3 3 3 3 3/1 3/1 Y NP N/A Y only financial inst. 12/31 state.de.us/revenue
OR 3 3 3 3 3 3 11/1 11/1 Y $1006 <90 days Y if holder account 6/30 oregonstatelands.us
DC 3 3 3 3 3 3 11/1 11/1 Y $50 60-120 days Y 6/30 cfo.dc.gov
is active
FL 3 3 3 3 Use 3 4/30 4/30 Y $50 60-120 days before 4/30 Y for entities that 12/31 www.fltreasurehunt.org
N if holder has never
SC08 for regularly perform
reported to Oregon
underlying business in Florida
or has deactivated
shares
account
GA 5 5 5 5 5 5 11/1 11/1 Y $50 60-120 days Y 6/30 https://etax.dor.ga.gov/ptd/adm/
PA 5 5 5 5 5 5 4/15 4/15 N NP N/A N 12/31 patreasury.org
taxguide/ucp.aspx
RI 3 5 3 5 5 5 11/1 11/1 Y $50 <120 days Y 6/30 www.treasury.ri.gov
HI 51 5 5 5 51 5 5/1 11/1 Y $50 <6 months N 6/30 unclaimedproperty.hawaii.gov/
SC 3 or 5 3 3 3 3 3 11/1 11/1 Y $50 <120 days N 6/30 treasurer.sc.gov
ID 5 5 5 5 5 5 11/1 11/1 Y $50 <120 days N 6/30 sto.idaho.gov
SD 5 5 5 5 5 5 before 11/1 before 11/1 Y $50 before report deadlne N 6/30 sdtreasurer.gov
IL 5 5 5 5 5 5 5/1 5/1 Y $10 60-120 days Y 12/31 treasurer.il.gov
TN 3 3 3 3 3 3 5/1 5/1 Y $50 60-120 days N 12/31 treasury.tn.gov/unclaim
IN 3 3 3 3 3 3 11/1 11/1 Y $50 60-120 days Y 6/30 indianaunclaimed.com
TX 3 3 3 3 3 3 11/1 11/1 Y Items Before 8/1 N 6/30 window.state.tx.us/up
IA 3 3 3 3 3 3 11/1 11/1 Y $50 8/31 or earlier N 6/30 www.treasurer.state.ia.us/
valued at
unclaimed/
>$250
KS 5 5 5 5 5 5 11/1 11/1 Y $100 60-120 days N 6/30 kansascash.com
UT 3 3 3 3 3 3 11/1 11/1 Y $50 and 45-120 days N 6/30 mine.utah.gov
KY 3 3 3 3 3 3 11/1 11/1 Y $100 60-120 days Y if the company 6/30 kytreasury.com a valid
does business in KY address

LA 3 3 3 3 3 3 10/31 10/31 Y $50 60-120 days N 6/30 latreasury.com VT 3 3 3 3 3 3 5/1 5/1 Y $50 60-120 days N 12/31 http://www.vermonttreasurer.gov/
unclaimed-property/information-
ME 3 3 3 3 3 3 11/1 11/1 Y $50 60-120 days Y for ME holders only 6/30 maine.gov/unclaimed
for-holders
MD 3 3 3 3 3 3 10/31 10/31 Y $100 30-120 days Y for insurance 6/30 compnet.comp.state.md.us/
VA 5 5 5 5 5 5 11/1 11/1 Y $100 <60 days N 6/30 trs.virginia.gov/ucp/ucp.aspx
companies, banks, compliance_division/unclaimed_
financial inst., utilities, property WA 3 3 3 3 3 3 11/1 11/1 Y $75 5/1-8/1 Y 6/30 ucp.dor.wa.gov
nursing homes
WV 5 5 5 5 5 5 11/1 11/1 Y $50 60 -120 days N 6/30 www.wvsto.com
MA 3 3 3 3 3 3 11/1 11/1 Y $100 <60 days Y 6/30 findmassmoney.com
WI 3 3 3 3 3 3 11/1 11/1 Y $50 <120 days Y 6/30 statetreasury.wisconsin.gov
MI 3 3 3 3 3 3 7/1 7/1 Y $50 60-365 days N2 3/31 michigan.gov/unclaimedproperty
WY 3 3 3 3 3 3 11/1 11/1 Y $50 <120 days N 6/30 treasurer.state.wy.us
MN 3 3 3 3 3 3 11/1 11/1 Y $100 <120 days Y if requested 6/30 www.commerce.state.mn.us
PR 5 5 5 5 5 5 12/10 8/10 N N/A N/A Y 6/30 http://www.uprblj.com/wp/
MS 5 5 5 5 5 5 11/1 11/1 Y NP before report deadlne Y 6/30 www.treasury.state.ms.us wp-content/uploads/2010/08/1-
UPRBLJ-163-Rodr%C3%ADguez-
MO 5 5 5 5 5 5 11/1 11/1 Y $50 <1 year N 6/30 showmemoney.com
Bernier-FJ.pdf
MT 5 5 5 5 5 5 11/1 11/1 Y $50 60-120 days N 6/30 revenue.mt.gov/revenue/up/
VI 5 5 5 5 5 5 11/1 11/1 Y $50 60-120 days Y 6/30 http://ltg.gov.vi/abandoned-
holders.asp
property-listing.html
NE 5 5 5 5 5 5 11/1 11/1 Y $25 60-120 days N 6/30 treasurer.org

NV 3 3 3 3 3 3 11/1 11/1 Y $50 60-120 days Y if you conduct 6/30 nevadatreasurer.gov/unclaimed/ * Please note, states continue to change their reporting time frames. This table should only be used as a reference.
business in NV 1
Section 523A-3(a)(3).
2
If holders received a letter from MI dated between January - March 2011, they must submit an attestation.
3
MN only requires a negative report if the holder received a holder verification form from the state. If the holder did not receive the form and has nothing to report, we do not need a report.
Form 4305 in response if they have nothing to report.
4
Two years if in check form.
5
Two years if issued as a check. Three years if in suspense.
6
Oregon does not require that due diligence be conducted by mail.

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Voluntary Programs While our deep search program is administered Notable State Specifics. The most noticeable difference among the states is the unique dormancy
through our preferred strategic partners, we are periods and specific due diligence requirements related to the transfer of property. For example:
Deep S e a r c h
positioned to work with an alternate provider of New York, New Jersey and Ohio have certified due diligence mailing requirements.
Deep search is a process designed to locate California requires a pre-escheatment file seven months prior to remitting property.
a clients choice.
shareholders whose accounts have been unresponsive
or are not subject to SEC searches. This voluntary Shareholder-paid fees range from 10% to 30% and
This program is implemented because it: Ultimately, as the issuer, it is highly recommended
program gives shareholders the option of using the are based on account status (living, deceased, etc.)
Drastically reduces the amount of shareholder that you work with the TA to help ensure proper
services of a third party to help recover assets and
Deep search is implemented because it: communication/education is made available to
prevent escheatment. If the account is associated property needlessly escheated to state treasuries

with a known lost decedent account, we will reach Lowers fees and provides shareholders with Allows highly-receptive shareholders the option shareholders. Ideally, shareholders are accustomed to
full disclosure notifying the TA when they move and have solid estate
out to heirs. of an issuers governance of this function
Supports fraud prevention efforts provisions in place (e.g. wills, executorships, etc.) that
Results in a higher and more efficient participation
The deep search vendor will identify shareholders clearly designate heirs and assets.
Reduces the number of lost shareholders, and rate for the M&A event
who cannot be located using traditional methods.
therefore, assets escheated to the states Provides contact for all unexchanged shareholders
The process is initiated only after an account has Special Scenarios that
Helps refresh correct, accurate shareholder Replaces or exchanges certificates lost by
been unresponsive to mandated SEC search Require Unique Handling
data files unexchanged shareholders
efforts. When shareholders are located, they must Escheatment services and other voluntary unclaimed
contractually agree to have their assets recovered P o st- M er g er C lean up Shortens the M&A event duration, saving additional
property programs have unique and special
by the vendor on their behalf. annual administration fees
This component involves a review of a corporate requirements based on individual state laws and rules
action event in order to identify lost or unexchanged Incurs no additional cost since fees are shareholder- that preside over them. The items below are some of
In all letters and communications with the
shareholders. Investors are offered assistance in the paid (with their consent) the more typical special scenarios that require unique
shareholders, the assets are disclosed. Using third
parties, shareholders will be given the option exchange of their shares. The ultimate goal is to handling. If you have questions regarding a scenario
maximize shareholder participation. What Shareholders Can not discussed here, please contact your Relationship
to have their certificates replaced or have their
Do to Prevent Escheatment Manager.
shares liquidated. The post-merger cleanup (provided by LINK
The most effective preventative measure shareholders
For shareholders choosing to use this program, Shareholder Services) is a voluntary service that helps Cert ificat ed Shares
can take to avoid escheatment of their property is to
the vendor will provide a letter of instruction to reunite shareholders and their heirs with merger For initial escheatment. Certificated shares
notify the Transfer Agent (TA) of any change to their
Shareowner Services for any registration changes. entitlements. There is no cost to the issuer and the held pending an exchange or corporate action are
mailing address or registration. Decedent-related
This includes obtaining the required legal documents program is typically employed six months following processed and handled in the same manner,
escheatment is a typical example, as oftentimes heirs
and a copy of the signed shareholder contract. the effective date. within the same time frames, and in accordance
are unaware of the decedents assets.
with the same individual state requirements as book-
The mostchallenging scenario is for a non-dividend entry shares.
dormant account owners. Many dormant account owners are unaware of ownership because paying issuer because thereare no cash distributions
of previous corporate reorganization, unkown inheritance or confusion. On average, 50% of shareholders For annual escheatment. Certificated shares
or dividend reinvestment shares to buy orsell. Another
claim they have either lost or have no recollection of ever receiving their orginal certificates. They find held by shareholders are processed and handled
the recplacement process intimidating and burdonsome and the instructions overwhelming. Collectively challenging scenario occurs when an issuer utilizes
in the same manner, within the same time frames,
these factors often create a shareholders inability to act. a third party for proxy services. It is incumbent on the
and in accordance with the same individual state
issuer to obtain the voting records from the third party
requirements as book-entry shares.
so the TA can update the records for contact.

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Fract i o n a l S h a r e s As the Transfer Agent (TA), we will review the The attempt is made to contact all shareholders Addressing Au dit s

For initial escheatment. Fractional shares that account(s) in question to research the particulars of with potentially-eligible property for escheatment. States have become increasingly aggressive in
would otherwise be issued from an exchange or the escheatment. If the shareholders claim is correct, In accordance with each jurisdictions statute, a notice escheatment enforcement. Auditors may profile
corporate action are typically paid out in the form we will facilitate contact with the state to coordinate is sent to shareholders with escheatable property. specific industries and, if appropriate reporting and
of a check as cash-in-lieu (CIL). the reimbursement of the shareholders property. This notice informs the shareholder that the funds/ record keeping is not available, can issue assessments
shares are subject to escheatment, and requests that higher than a companys legitimate liability. Some
For Annual Escheatment. Fractional shares held Fo r ei g n S h ar eh o ld er s
they update/confirm their address on record. Upon states utilize third-party collection agents to audit your
by shareholders are processed and handled in the Foreign shareholders are processed and handled in
the shareholders contact, we replace checks for all TA for unreported escheatable property.
same manner, within the same time frames, and in the same manner, within the same time frames and
outstanding dividends and reissue any certificates or
accordance with the same individual requirements in accordance with the same individual as domestic In the event you receive an audit notification,
statements previously returned as undeliverable.
as full shares. shareholders. Rather than escheating property to the immediately contact the TA via your Relationship
shareholders country of residence, all property is If a new address is obtained, a verification mailing Manager.
Divide n d R e i n v e s t me n t S h a r e s
typically remitted to the issuers state of incorporation. is sent to the new address. When contact is received
For initial escheatment. Dividend reinvestment As an issuer, the best defense to prevent an audit is
from a shareholder, their address is updated and
shares held pending an exchange or corporate U n exc h an g ed O ld I ssu es to work closely with your Relationship Manager and
outstanding property for the accounts unclaimed
actions are reported within the same time frames Unexchanged shares held pending an exchange or actively participate in your annual service review,
property is released.
and in accordance with the same individual state corporate action are processed and handled as part which provides a retrospective of your companys

requirements as non-dividend reinvestment shares. of your companys initial compliance. SEC 17Ad- 17 Search Mail ings previous years escheatment activities and statistics.
In compliance with SEC Rule 17Ad-17, the TA is
For annual escheatment. Dividend reinvestment R etu r n f r o m th e P o st Off i c e ( R P O s) Addressing Penalt ies
required to attempt to locate shareholders after one
shares held by shareholders are processed within the Within a shareholders account there are several Statutes of limitation typically do not apply to
or more mailings to the shareholder address on record
same time frames and in accordance with the same portions of an account that can be affected by an unclaimed property. In some cases, state auditors have
has been returned as undeliverable by the U.S.
individual requirements as non-dividend reinvestment RPO, such as an advice, certificate, dividend check, gone back several decades in an attempt to identify
Postal Service.
shares. Several states have aggressively targeted these dividend reinvestment statement, proxy card or non-compliance with the unclaimed property law.
shares for remittance. correspondence. These items are coded as RPO Twice a year, we transmit a file containing a list
Under the Uniform Unclaimed Property Act, the
(a bad address is on file) and as such, the of accounts with bad addresses to our information
Errone o u s C l a i ms failure to report the results of unclaimed property
shareholder is excluded from future mailings. agent. These are accounts that had items returned
From time to time a shareholder may claim his/her efforts results in steep penalties. As your TA, we make
by the U.S. Post Office or were converted to our files
shares were mistakenly escheated. These claims are S h ar eh o ld er Due D i li g en c e M ai li n g s every effort to ensure that penalties are not incurred
with a known bad address by the prior agent. The file
dealt with in a sensitive and responsive manner. As This mailing is performed prior to escheatment for the property we maintain on your behalf.
is run against a database in accordance with SEC
the issuer, the claim should be logged in accordance cycle. Recipients are identified because there is
regulations. Once new addresses are verified,
with your standard protocols for other shareholder no indicator that the investors address is not valid.
a mailing is sent encouraging the shareholder to
correspondence and delivered to your Relationship However, the shareholder has not taken a required
update his/her account information.
Manager for proper handling and resolution. action in their account.

Important! On an annual basis, you should discuss regulatory changes (e.g. dormancy periods) with
your Relationship Manager, as well as review your companys previous years escheatment activity, which
includes corporate action events.

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Frequently Asked Questions
Client-Related Questions W h at i n f o r m ati o n sh o u ld I lo o k Is t here a different process or t imel ine How do I know if t here is a proble m with a
f o r i n th e avai lab le r ep o r ts? for unexchanged ol d issues? sharehol der s address? Is the a ccount code d
What i s my r e s p o n s i b i l i t y i n t h e as such, and is t he dat e o f the a pp lication of
esche at me n t p r o c e s s ? Review the preliminary escheatment reports at the Yes. We typically utilize the services of a state- t he code notat ed on t he r e cord?
individual shareholder level to identify potentially- approved agent. We interface directly with these
As the issuer, the states will ultimately hold your The records will notate those accounts returned as
eligible escheatable property (employees, insiders, agents to escheat the property to the respective
company responsible for full compliance with each undeliverable. Once flagged, these accounts are dated
etc.) The final escheatment report will detail the state(s). Unexchanged shareholders property is
respective escheatment law, as you are considered and suppressed from future mailings.
property, its value and the state of escheatment. typically required to be escheated three to five years
the holder of the property.
Further, statistics related to due diligence efforts after the effective date of a given corporate action How can we t el l when cer tificate d s ha re s
were escheat ed?
How d o I b e s t s e r v e my c o mp a n y i n t hi s (e.g. shareholder responsiveness) are also available event depending on the states dormancy period.
requir e d p r o c e s s ? Wh at c a n I d o t o assi st m y Accounts with certificates that have been escheated
Trans f e r Age n t ( TA ) i n t h e s e p r o c e s s e s? via your RM.
Are t he cal l cent ers not ified of sharehol der are noted as such with a debit code of 99 on our
An important and proactive step you can take is to due dil igence mail ings?
If I f i n d an er r o r o r p r o p er ty th at sh o u ld mainframe.
periodically review the preliminary escheatment report n o t b e i n c lu d ed , h o w d o I g et th at c o r r ec ted Yes. All call centers are provided with notification,
p r i o r to i t b ei n g esc h eated ? How l ong does it take before s tate s re ce iv e
provided via your Relationship Manager (RM). A including the volume and mail dates.
Our escheatment process will automatically identify t he escheat ed asset ?
client may use this report to identify active employees
property that is eligible for escheatment based on What are t he Transfer agent s responsibil it ies The timing is based on when the abandoned property
and high-profile shareholders with property subject t o t heir cl ient s wit h respect t o undel iverabl e
each state regulation. If you identify any records mail /bad addresses? is due and varies by state. Please refer to the matrix
to escheatment. For those shareholders, clients are
on the preliminary escheatment report you deem on pages 10-11 for more information. The due dates
encouraged to promote action to reconcile their We adhere to SEC 17ad-17 regulations with respect
to be inaccurate, you should advise the shareholder usually fall into two filing seasons Spring (March
account(s). A second valuable resource is the final to undeliverable addresses of record. Refer to SEC
to take action on his/her account prior to the next through May) and Fall (November 1). Some states
escheatment report, which details (by shareholder) Mandated Searches on page five for more information.
escheatment cycle. are also moving to a July timeline, making unclaimed
what property has been escheated, the value and to
What t ype of account is designed for an SEC property a year-round event.
which state(s). W h er e i s f o r ei g n h eld p r o p er ty esc h eated ? search? What happens t o t he ot her account s?

Foreign shareholders property is typically escheated All living shareholder accounts for which we have Once t he stat e(s) receive the prope rty,
How d o I k n o w t h at my TA i s c o mp l e t i n g how l ong does it take t he m to pos t the
al l t h e r e q u i r e d p r o c e s s e s ? to the state of your companys incorporation. evidence of undeliverable correspondence are included uncl aimed asset s?
Final escheatment reports, available via your in two separate searches, which are conducted six
I s th er e a d i ffer en t p r o c ess o r ti m eli n e This varies for each state. Typically, shareholders can
RM, detail all property, its value and the state of f o r f o r ei g n h o ld er s? months apart. Accounts that no do not qualify for the
expect to search on their claim(s) in about six weeks.
escheatment. We also conduct internal audits as a SEC search may be submitted to a third-party search
No. The client will follow its state of incorporations In some cases, however, it may take longer.
supplemental measure to ensure compliance with vendor for further research.
escheatment requirements for both domestic and
each state regulation and SEC regulations. foreign shareholders.

16 AST u n c l a i m e d P r o p e r t y + E s c h e a t m e n t gu i d e AST u n c l a i m e d P r o p e r t y + E s c h e a t m e n t gu i d e 17
Frequently Asked Questions (continued)

Who c a n I c o n ta c t at AST w i t h q u e s t i on s A r e th er e an y r eq u i r em en ts f o r p r o o f Typical Shareholder Questions How can I prevent my pro pe rty from be ing
when a n i s s u e a r i s e s ? o f o w n er sh i p ? t urned over t o t he stat e?

Your Relationship Manager will answer any specific When claiming property back from the state, a What is l ost or abandoned propert y? 1. Keep accurate records of all accounts
questions and assist in the resolution of any issue you shareholder will generally be required to provide: Tangible or intangible property that is unclaimed by 2. Keep accounts active by contacting the record
may have in the escheatment or SEC lost shareholder 1. Photo identification (e.g. drivers license) its rightful owner or his/her heirs. Abandoned property keepers of your property by mail, telephone
process. may include stocks and/or dividends if checks are not or Internet
2. Proof of a Social Security number
cashed within the dormancy period as prescribed by 3. Cash all checks for dividends, wages, refunds and
Why ar e s h a r e s s o l d b y t h e s tat e s 3. Proof of current address
aft er e s c h e at me n t ? a state. insurance settlements
States may be required by their respective laws to sell A r e th er e an y r eq u i r em en ts f o r p r o o f
What does escheat mean? 4. Notify a family member or trusted advisor of the
o f o w n er sh i p ?
securities within a specified time frame after receipt location of your records
Escheatment is the transfer of property to a state,
A third party making a claim (e.g. an estate or heir)
of the property. This time varies. Individual states 5. Notify all concerned parties if you change addresses
making the state the legal owner of the asset.
may be asked to provide:
should be contacted for this time period.
1. Personal identification A search vendor has contact ed me regarding Is t here a t ime l imit for cla im ing m y prope rty ?
What a r e t h e T r a n s f e r a g e n t ( TA ) a n d i ssu er t he asset s in my account. do I need t o use t his
2. Wills Most states do not enforce a time limit for shareholders
respo n s i b l e f o r a f t e r p r o p e r t y h a s been vendor t o recover my propert y?
esche at e d ? 3. Letters testamentary to file a claim. Generally most jurisdictions sell
No. You may contact the Transfer Agent directly to
As your TA, we will provide any assistance we can escheated shares within a specific time (please refer
4. Probate documents recover assets. Search vendors may assist you in
to shareholders who contact us after their property to individual states for this information), resulting in
5. Estate tax ID number preparing specific legal documents to assist in the
is escheated, including proof of escheatment and a cash value for the claim. The unclaimed property
6. Death certificate(s) recovery process, but you are under no obligation
supporting documentation. account is held for the owner, or the owners heirs,
to use them.
Shareholders may initiate claims on their own using until a claim is received and paid. It is important
What i s t h e r e t e n t i o n t i me f o r t h e s e r ec o r d s?
missingmoney.com, a website administered by most How l ong wil l it take t o receive my propert y to note that shareholders will receive the value of
Each state has its own record retention policies, back from t he stat e?
states unclaimed agencies. From there they can their assets at the time of the sale (e.g. an M&A
which typically range from five to ten years. States typically send out acknowledgement letters
initiate the claim, download required forms and/or transaction) and will not receive market appreciation
within one month after receiving a claim. To ensure
contact the state directly. from the point of the sale on.
that all property is returned to the rightful owners,
it typically takes 90 days or more for claims to Only two states have time limitations on when

be reviewed and verified. Claims involving estates individuals can make claims on escheated property.

generally take considerably longer. Rightful owners have ten years in Idaho, and 25 years
in Indiana, to file a claim before escheated property
permanently becomes property of the state.

18 AST u n c l a i m e d P r o p e r t y + E s c h e a t m e n t gu i d e AST u n c l a i m e d P r o p e r t y + E s c h e a t m e n t gu i d e 19
Frequently Asked Questions (continued)

Why d i d y o u g i v e my p r o p e r t y t o t h e H o w lo n g d o es i t take f o r p r o p er ty Do I have t o pay t o get my money back? I am enrol l ed in t he divide nd re inv e s tm e nt
stat e c o n s i d e r i n g t h at I h av e n t mo v ed to b e esc h eated ? pl an. why was my st ock esche ate d?
in XX y e a r s ? Depending on the state that your property has been
Each state has its own escheatment laws regarding If you did not contact the Transfer Agent for a period
escheated to, you may have to pay a fee to recover
Property may be escheated when either no account
abandoned property. Dormancy periods range from of years (e.g. a statement was returned or you didnt
your assets.
activity is generated or there has been no direct
three to five years. respond to a due diligence mailing), or there was
contact with the owner for a specified period of time, Can I have my shares reinstat ed? no account activity (e.g. sale or purchase of shares,
as governed by the individual states escheatment law. W h at sh o u ld I d o i f a fam i ly m em b er o r I h ave
esc h eated sh ar es? In accordance with each states abandoned property not including reinvestment of dividends), your stock

How c a n I f i n d o u t i f I h av e a n y regulations, the state may sell shares as soon as account was considered to be dormant. As such, the
Contact the Unclaimed Property Division in your
esche at e d p r o p e r t y ? immediately. In that case, you will recover the property is then escheated to the state according to
state by visiting your state governments website
People can search for escheated property in their state entitlements based on the market price on the its specific laws.
or by using the unclaimed property website,
at www.unclaimed.org. day they were sold. If the state has not sold your
www.unclaimed.org. Is dividend reinvest ment cons ide re d conta ct?
shares, you may have the option to have your
Who gave you permission to give away my No. Dividend reinvestment is not considered activity.
H o w d o I m ake a c lai m to h ave m y p r o p er ty shares reinstated.
property?
r etu r n ed to m e? Activity which is defined as a shareholder-initiated
All companies are required to report lost or abandoned I still have my original stock certificates. what
For instructions on how to make a claim, visit your transaction, including a purchase of additional shares,
property to each state and follow the respective shoul d I do wit h t hem?
state governments local website or the unclaimed sale of shares, proxy vote, etc.
escheatment laws that govern how lost or abandoned For certificates that have been already escheated, you
property website, www.unclaimed.org, which contains
property is handled. should keep the certificate, as some states may require How l ong wil l it take t o hav e m y prope rty
links to unclaimed property for each state. ret urned t o me?
you to submit the certificate, or charge an additional
Why wa s n t I c o n ta c t e d b e f o r e my p r op er ty Each state has specific guidelines on how escheated
W h at sh o u ld I d o i f I h o ld u n exc h an g ed sh ar es lost security bond fee.
was e s c h e at e d ?
f r o m an o th er c o m p an y an d T h ey ar e esc h eated ? property is returned to its owner. Shareholders must
If you were not contacted, we had trouble locating I st il l have my original dividend checks.
To search for escheated property in your state, visit contact the state for this information.
you. We make every effort to notify shareholders of what shoul d I do wit h t hem?
www.unclaimed.org.
impending escheatable property in their accounts. Keep a photocopy and destroy the original, which no Many of these same questions are addressed on

For lost shareholders, SEC notifications are generated. W er e m y d i vi d en d s f o r f ei ted ? longer has any value. www.unclaimed.org as well as individual states

Supplemental programs, such as deep searches and Uncashed dividend checks are typically turned over to unclaimed property websites.

pre-escheat location (PEL) searches are conducted. the state as lost or abandoned property if they are not

If a shareholder is not coded as lost, the Transfer cashed within a specified period of time as outlined in

Agent will perform due diligence mailings as required the state escheatment laws.

by each state.

20 AST u n c l a i m e d P r o p e r t y + E s c h e a t m e n t gu i d e AST u n c l a i m e d P r o p e r t y + E s c h e a t m e n t gu i d e 21
Glossary
Aband o n e d ( U n c l a i me d ) P r o p e r t y D o r m an c y P er i o d Indemnificat ion SEC Search

Tangible or intangible property that is unclaimed by its The time period during which the owner of a property An agreement that protects a party from loss by In accordance with SEC Regulation 17Ad-17, the
rightful owner or his/her heirs. Checks and drafts may does not take action on his/her property. After transferring the responsibilities to a third party. Transfer Agent (TA) is required to look for qualified
be unclaimed property if they are uncashed for the this period of inactivity, the property is presumed lost shareholder accounts, which may include open
Intangibl e Personal Propert y
dormancy period prescribed by the applicable state. abandoned and must be reported and remitted to checks. Qualified lost shareholder accounts are
Property that has no intrinsic value but is merely
the applicable state. required to go through two separate SEC searches
Act ivi t y representative or evidence of value. Examples include
in six-month intervals.
Action taken on property by the owner, which may D o r m an c y D ate/ D ate o f L ast A c ti vi ty royalty payments, securities, accounts receivables,
include making a deposit, a withdrawal, a written The date of last contact by the owner as evidenced gift items and deposit accounts. Sharehol der

memorandum from the account holder or any by the records of the holder. The entity that is in possession of, or controls, the
Prel iminary Escheat ment Report
action that state statute deems adequate. Dividend property until it is transferred to the state on behalf
Due D i li g en c e A report that details which shareholders have
reinvestment is not considered activity. Activity of the lost owner.
In the unclaimed property world, most states require escheatable property in their account.
is defined as a shareholder-initiated transaction,
that the holder Transfer Agent (TA) make an attempt to Sp ring Report ing Period
including a purchase of additional shares, sale of Propert y Type
contact the shareholder at his/her last known address This refers to the process of escheating to those states
shares, etc. The standard description of reported assets as
in the holder records prior to reporting and remitting with a reporting deadline between March 1 and May 1.
designated by the state.
Aggreg at e Du e D i l i g e n c e the property to the shareholders state of residence. Currently nine states fall into this category.
The threshold dollar value used to determine if Reportabl e Propert y
E sc h eat Stat e- Approved Vendor
an individual holders account will require owner Tangible or intangible property for which the required
A transfer of property that makes the state the legal Due to the complexities of the initial voluntary
detail and due diligence efforts. For example, if the activity has not occurred during the applicable state
owner of the transferred property. Today, in the compliance escheatment process, states will use the
aggregate is $25, all individual accounts equal to prescribed dormancy period.
unclaimed property industry, the term escheat is used services of a vendor that we, as the TA, are required
or greater than $25 must be identified on the report
by many to mean that property is delivered to the state Right fu l Owner to report through.
and due diligence performed.
as required by applicable state unclaimed property A person/entity who has the legal right to the property.
Supp ressed Sharehol der Account
Aggreg at e R e p o r t i n g statutes and regulations.
RPO (Ret urned from Post Off ice) This occurs when there has been evidence of
The standards used to determine what form of
Fall A n n u al C o m p li an c e Fi li n g P er i o d Vendor payment checks, rebate or refund checks, correspondence sent to a shareholder account being
reporting to the state is necessary. Some states do
This refers to the process of escheating to those states payroll checks, dividend checks, stock dividends, returned by the post office as undeliverable. Also
not require reports in a specific format if the property
with a reporting deadline of November 1. Currently bond interest checks, securities certificates or referred to as a lost shareholder.
being reported is under a certain value, typically $50.
44 states fall into this category. statements, etc., which are returned as undeliverable
Cu st o d i a n by the post office because the owner no longer resides
Fi n al E sc h eatm en t R ep o r t
An individual or entity that holds property until it is at the address, the address is unknown, no forwarding
A report that details what property has been escheated
delivered to the rightful owner. Most states laws make address provided, etc.
over to the states.
the Unclaimed Property Division a custodian of the
property remitted to the state.

22 AST u n c l a i m e d P r o p e r t y + E s c h e a t m e n t gu i d e AST u n c l a i m e d P r o p e r t y + E s c h e a t m e n t gu i d e 23
External Resources
ShareHOLDer Services Association (SSA) U n c lai m ed P r o p er ty P r o f essi o n als
O r g an i z ati o n ( U P P O )
www.shareholderservices.org
www.uppo.org
SSA, formerly known as the Corporate Transfer
Founded in 1992 at the annual conference
Association, provides members with a forum to
of the National Association of Unclaimed Property
communicate with industry peers, obtain and share
Administrators, the UPPO is a complementary
information and address various needs of member
association of corporate unclaimed property
companies in servicing all types of security holders.
administrators articulating the concerns of the
Its over 240 corporate and agent members reflect the
holders of unclaimed property and serving as liaison GUIDING YOUr path to SUCCESS
diversity found in every facet of the securities industry.
with the states. UPPO is recognized by NAUPA and

Secur i t i e s T r a n s f e r A s s o c i at i o n ( STA) other entities involved in the areas of unclaimed

www.stai.org property as the voice of the holder community.

STA is a national organization focused on servicing


M i ssi n gM o n ey. c o m
securities investors in the United States and Canada.
www.missingmoney.com
It provides representation and leadership in issues of
To enhance the state and province outreach efforts
government regulation and industry practices. The STA
to locate lost owners, MissingMoney.com, a national
encourages and promotes an exchange of information,
database, was established in November 1999 by
experience, and ideas among association members.
the National Association of Unclaimed Property
It also fosters cooperation with similar industry
Administrators (NAUPA). It enables owners to perform
organizations to address common concerns.
comprehensive searches for lost assets required by

Nat io n a l A s s o c i at i o n o f U n c l a i me d P r o p er ty law to be turned over to the states and provinces.


Admin i s t r at o r s ( NAU P A )
www.unclaimed.org

NAUPA is a non-profit organization affiliated with the


National Association of State Treasurers. Members
represent all states and the District of Columbia.
NAUPA provides a basic forum for continuing
discussions on interstate cooperation, education,
training, uniform laws, reporting requirements and
increasing the public awareness of the role the states
play in protecting their property.

Everything you
need at your fingertips
24 AST u n c l a i m e d P r o p e r t y + E s c h e a t m e n t gu i d e
Unclaimed Property
& Escheatment Guide

2012 American Stock Transfer & Trust Company, LLC. All Rights Reserved.
Private Copy - Not For Distribution. Revised 2012.

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