2023 PRA Ext Rule 17Ac3-1(a) and Form TA-W Supporting Statement (9-6-2023)

SUPPORTING STATEMENT
for the Paperwork Reduction Act New Information Collection Submission for
Rule 17Ac3-1(a) and Form TA-W
OMB Control No. 3235-0151

A. Justification
1. Necessity of Information Collection
As a result of the paperwork crisis that occurred in the late 1960s, during which the
number of securities transactions exceeded the securities industry’s capacity to process
those transactions, Congress enacted the Securities Acts Amendments of 1975. 1 In order
to establish a national system for the prompt and accurate clearance and settlement of
securities transactions, Congress provided for a scheme of regulation with respect to the
business of being a transfer agent. Those amendments to the Securities Exchange Act of
1934 (“Exchange Act”) require transfer agents to meet minimum standards, as
established by the Commission, in furtherance of the purposes of the Exchange Act and
generally, to protect investors.
Transfer agents play an integral role in the national system for the clearance and
settlement of securities transactions. Transfer agents cancel certificates presented for
transfer, issue new certificates to the transferee, and record the change of record
ownership of securities on the issuer’s securityholder records. They also prepare,
maintain, and certify securityholder records, disburse dividend and interest payments, and
mail securityholder communications such as proxy material and annual reports to
shareholders.
The threshold requirement applied to transfer agents is that they become registered with
the appropriate regulatory agency (“ARA”) as defined in Section 3(a)(34)(B) of the
Exchange Act. 2 Section 17A of the Exchange Act in essence provides that it is unlawful
for transfer agents to perform any transfer agent function with respect to any security
registered under Section 12 of the Exchange Act or issued by certain insurance or
investment companies unless such transfer agents are registered with an ARA. Subsection
(c)(4)(B) of Section 17A 3 authorizes transfer agents registered with an ARA to withdraw
from registration by filing with the ARA a written notice of withdrawal and by agreeing

1
2
3

See 1 Pub. L. No. 94-29, 89 Stat. 97 (June 4, 1975).
See 15 U.S.C. § 78c(a)(34)(B).
See 15 U.S.C. § 78q-1(c)(4)(B).

to such terms and conditions as the ARA deems necessary or appropriate in the public
interest, for the protection of investors, or in furtherance of the purposes of Section 17A.
In order to implement Section 17A(c)(4)(B) of the Exchange Act, the Commission, on
September 1, 1977, promulgated Rule 17Ac3-1(a) and accompanying Form TA-W (“the
form”). 4 Rule 17Ac3-1(a) provides that notice of withdrawal from registration as a
transfer agent with the Commission shall be filed on Form TA-W. On January 11, 2007,
the Commission amended Rule 17Ac3-1(a) and accompanying Form TA-W to require
that the form be filed in electronic format on EDGAR. Form TA-W requires the
withdrawing transfer agent to provide the Commission with certain information,
including: (1) the locations where transfer agent activities are or were performed; (2) the
reasons for ceasing the performance of such activities; (3) disclosure of unsatisfied
judgments or liens; and (4) information regarding successor transfer agents.
2. Purpose and Use of the Information Collection
The Commission uses the information disclosed on Form TA-W to determine whether the
entity seeking to withdrawal from registration as a transfer agent should be allowed to
deregister and, if so, whether the Commission should attach to the granting of the
application any terms or conditions necessary or appropriate in the public interest, for the
protection of investors, or in the furtherance of the purposes of Section 17A of the
Exchange Act. Without Rule 17Ac3-1(a) and Form TA-W, transfer agents registered with
the Commission would not have a means to voluntarily deregister when it is necessary or
appropriate to do so.
3. Consideration Given to Information Technology
Registered transfer agents are required to submit Form TA-W by electronic means
through the Commission’s EDGAR system.
4. Duplication
There is no duplication of the information requested in Form TA-W because the
information contained in the form and the form itself are collected solely by each
registered transfer agent’s ARA. For example, the FDIC has a form similar to Form TAW, which must be filed by FDIC-regulated transfer agents seeking to cease performing
transfer functions. Such transfer agents do not file an additional TA-W with the
Commission.

4

See 17 CFR 240.17Ac3-1 and 17 CFR 249b.101-Form TA-W.

5. Effect on Small Entities
Some transfer agents are small businesses. However, because the information requested
on Form TA-W is simple and straightforward, the rule requirements and Form TA-W
pose no undue burden. All transfer agents must provide this basic information so the
Commission can make an informed decision as to whether the withdrawal from
registration should be permitted and, if withdrawal is appropriate, the terms or conditions,
if any, that should be attached to the granting of the withdrawal.
6. Consequences of Not Conducting Collection
This information cannot be provided less frequently since the information is required
only when a transfer agent seeks to cease doing business as a transfer agent and to
deregister with the Commission.
7. Inconsistencies with Guidelines in 5 CFR 1320.5(d)(2)
There are no special circumstances. This collection is consistent with the guidelines in 5
CFR 1320.5(d)(2).
8. Consultations Outside the Agency
The required Federal Register notice with a 60-day comment period soliciting comments
on this collection of information was published. No public comments were received.
9. Payment or Gift
There are no payments or gifts to respondents.
10. Confidentiality
There is no assurance of confidentiality to respondents because Forms TA-W filed with
the Commission are public information.
11. Sensitive Questions
The information collection collects basic personally identifiable information (PII) that
may include name, phone number, email address, and job title. However, this information
collection does not constitute a system of records for purposes of the Privacy Act because
information is not retrieved by a personal identifier. The EDGAR PIA will cover this
collection of information.

12. Burden of Information Collection
On average, respondents have filed approximately 50 TA-Ws with the Commission
annually from 2020 to 2023. Since the form is simple and straightforward, the
Commission estimates that it takes approximately 30 minutes to complete. The burden on
respondents should not vary widely because of differences in transfer agent size or
complexity. The total average annual time burden to the transfer agent industry is
approximately 25 hours (50 filings x 0.5 hours), which comprises a one-time reporting
burden. We estimate that the internal labor cost of compliance per filing is $39 (0.5 hours
x $78 average hourly rate for clerical staff time). 5 The total internal compliance cost per
year (transfer agent industry total) is thus approximately $975 (25 hours x $39 = $975).
Rule

Burden
Type

Number of
Number of
Respondents Annual
Reponses
Per
Respondent

Rule 17Ac31(a)

Reporting 50

1

Burden
Total Burden
Hours
Per Burden
Per
Type (Hours)
Response
(Hours)
0.5

25

(Form TA-W)
Total Aggregate Burden

25

13. Costs to Respondents
None.
14. Costs to Federal Government
On an annual basis, the Commission receives approximately 50 Form TA-Ws. Form TAW is a one-time filing and takes the Commission staff approximately 30 minutes to
review. Since the cost to review the forms consists solely of normal full-time employee

The $78 per hour figure for clerical staff time is from SIFMA’s Office Salaries in the Securities Industry
2013, modified by Commission staff to account for an 1800-hour work-year and inflation, and multiplied by 2.93 to
account for bonuses, firm size, employee benefits and overhead.
5

labor costs, the cost to the federal government for purposes of this Supporting Statement
is zero.
15. Changes in Burden
The aggregate hour burden decreased from 29 hours to 25 hours because the estimated
annual number of responses per respondent decreased from 58 to 50.
16. Information Collection Planned for Statistical Purposes
The collections of information results will not be tabulated or published and no complex
analytical techniques will be used to analyze the collection of information.
17. Approval to Omit OMB Expiration Date
We request authorization to omit the expiration date on the electronic version of the form.
Including the expiration date on the electronic version of the form will result in increased
costs, because the need to make changes to the form may not follow the application’s
scheduled version release dates. The OMB control number will be displayed.
18. Exceptions to Certification for Paperwork Reduction Act Submissions
This collection complies with the requirements in 5 CFR 1320.9.
B. COLLECTIONS OF INFORMATION EMPLOYING STATISTICAL METHODS
This collection does not involve statistical methods.