The way in which investors hold securities determines what happens when they buy and sell, as well as how they receive investor communications including annual reports and voting proxies, and the way any dividends would be paid.
There are three ways in which a DTC-eligible security can be held:
Street name (least expensive / lower risk)
When an investor holds shares this way, the investor’s name is listed on its brokerage firm’s books as the beneficial owner of the shares. The brokerage firm’s name is listed in DTC’s ownership records. DTC’s nominee name (Cede & Co.) is listed as the registered owner on the records of the issuer maintained by its transfer agent. DTC holds legal title to the securities and the ultimate investor is the beneficial owner.
Direct Registration (less expensive / lower risk)
If an investor purchases securities and wants to hold them electronically in its own name rather than in street name, the investor can do so through the direct registration system (DRS). DRS allows an investor, as the owner of the security, to be the registered holder directly on the issuer’s books and records, maintained by its transfer agent. Investors who use direct registration receive a statement providing evidence of ownership instead of a stock certificate. The issuer or its transfer agent sends all investor information, dividends, and other corporate communications, including proxy materials, directly to the investor. An investor can sell directly from its DRS account, but transfer agents cannot provide a current price or limit price, thus the securities must usually be transferred electronically from the investor’s account with the issuer or transfer agent to its broker/dealer through DTC.
Physical certificate (most expensive / higher risk)
Holding shares in the form of a certificate is the more expensive, higher risk option for investors. Physical certificates can be lost, stolen or damaged, and replacement costs are high as replacement takes time to complete.
If an investor wants to obtain a physical certificate, securities are withdrawn by their brokerage firm from their account at DTC where the inventory is registered in DTC’s nominee (Cede & Co.) and re-registered into the investor’s name. In many cases brokerage firms and transfer agents charge a fee for issuing and delivering a physical certificate. In some cases, the option for a physical certificate may not be available as an investment firm may refuse requests for a physical certificate or the issuing company may have elected not to issue physical certificates.