Book entry

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Book entry is a system of tracking ownership of securities where no certificate is given to investors. [1] Several terms are often used interchangeably with "book entry" shares including "paperless shares", "electronic shares", "digital shares", "digital stock certificates", and "uncertificated shares". Some of these terms have somewhat different connotations but, at least in the United States, state securities laws only recognize certificated and uncertificated shares. [2] In the case of book-entry-only (BEO) issues, while investors do not receive certificates, a custodian holds one or more global certificates. [3] Dematerialized securities, in contrast, are ones in which no certificates exist; instead, the security issuer, its agent or a central securities depository keeps records, usually electronically of who holds outstanding securities. [3]

Contents

Most investors who use an online broker or even a regular full-service broker will have their shares held in book-entry form. This is generally convenient, as one does not have to preserve physical stock certificates, and can buy/sell securities without turning certificates in or having new ones issued. Also, replacement costs for certificates are high in case one loses them, while book-entry ownership can never be lost thanks to technological backups.

Direct Registration System

On August 8, 2006, the SEC approved a rule changed by NASDAQ, NYSE and AMEX requiring all listed securities (except certain debt securities) to be eligible for a direct registration system ("DRS") as of March 31, 2008. DRS is an entirely electronic book-entry style system that does not involve physical stock certificates. The rule change does not eliminate physical certificates, but requires issuers to be eligible for entirely electronic recording of securities ownership.

Private companies

Adoption of book-entry systems among private companies has lagged adoption among public companies, public company transfer agents, and broker-dealers. [2] This may be due to a number of misunderstandings and challenges unique to private company security issuance but, regardless, data suggest adoption of book-entry systems among private companies is growing rapidly. [4]

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<span class="mw-page-title-main">Security (finance)</span> Tradable financial asset

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Direct Holding System e.g. The Direct Registration System (DRS)

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In finance and financial law, dematerialization refers to the substitution of paper-form securities by book-entry securities. This is a form of indirect holding system in which an intermediary, such as a broker or central securities depository, or the issuer holds a record of the ownership of shares usually in electronic format. The dematerialization of securities such as stocks has been a major trend since the late 1960s, with the result that by 2010 the majority of global securities were held in dematerialized form electronically.

<span class="mw-page-title-main">Securities market participants (United States)</span>

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References

  1. See Black’s Law Dictionary 74 (2d Pocket Ed. 2001.)
  2. 1 2 "2 Ways to Issue Paperless or Electronic Stock Certificates Including a Free Option". Shareworks.com. Retrieved 8 December 2021.
  3. 1 2 "BOOK-ENTRY ONLY (BEO) or BOOK-ENTRY SECURITY". Municipal Securities Rulemaking Board. Retrieved 13 June 2012.
  4. "Pitfalls of Issuing Electronic Stock Certificates for Private Companies and How to Avoid Them". Shareworkscom. Retrieved 8 December 2021.