Supporting Statement_Rule 17Ac2-1 2024 DGL REVISED

SUPPORTING STATEMENT
for the Paperwork Reduction Act Information Collection Submission for
Rule 17Ac2-1 and Form TA-1
OMB Control No. 3235-0084
This submission is being made pursuant to the Paperwork Reduction Act of 1995, 44 U.S.C.
Section 3501 et seq.
A.

JUSTIFICATION
1. Necessity of Information Collection
Subsection (c)(1) of Section 17A of the Securities Exchange Act of 1934 (“Act”) provides in
essence that transfer agents may not perform statutory transfer agent functions, as defined in
Section 3(a)(25) of the Act, with respect to any security registered under Section 12 of the
Act, subject to certain exceptions, unless the transfer agents are registered with the appropriate
regulatory agency (“ARA”), as defined in Section 3(a)(34) of the Act. Subsection (c)(2) of
Section 17A authorizes each ARA, including the Commission, to adopt by rule an application
for registration in such form and containing such information and documents concerning
transfer agents as each ARA may prescribe as necessary or appropriate in furtherance of the
purpose of the Act.
In order to implement Section 17A(c)(2) of the Act, which governs the registration of
transfer agents, the Commission, in 1975, adopted Form TA-1 and Rule 17Ac2-1. Form
TA-1 was amended by the Commission in 1977, 1980, 1986, and 2006. Rule 17Ac2-1 was
amended by the Commission in 1980, 1986 and 2006. The amendments, pursuant to the
statutory authority cited above, generally revised information required by the Commission
and changed filing deadlines or requirements. The amendments better enabled the
Commission to review transfer agents applying for registration with it or amending their
registration form and to protect the investing public and also reduced burdens on registrants.
2. Purpose and Use of the Information Collection
The information submitted pursuant to Rule 17Ac2-1 and Form TA-1 is required to register
transfer agents for whom the Commission is the ARA with the Commission. This
information provides fundamental facts about transfer agents required to register with the
Commission and also serves as a basis for the Commission to determine whether it should
accelerate, deny or postpone such registration in accordance with the provisions of section
17A(c) of the Act.
3. Consideration Given to Information Technology
The Commission’s electronic system called EDGAR (Electronic Gathering, Analysis &
Retrieval) provides electronic automation for filings. With limited exceptions, Form TA1 applications for registration as a transfer agent with the Commission are required to be
filed electronically on EDGAR in an XML data tagged format. Such automation has
increased the speed, accuracy, and availability of information, which provides benefits to
investors and the financial markets.

4. Duplication
Not applicable, insofar as transfer agents are required by statute to register with their
ARAs.
5. Effect on Small Entities
Rule 17Ac2-1 and Form TA-1 do not disproportionately affect small entities. There are
no other alternative sources of the required information that could be used to satisfy the
registration requirements of the Act. Form TA-1 was designed to be as minimally
burdensome as possible and still obtain the necessary information for registration.
Likewise, the electronic filing system was designed to be as cost-effective as possible so
as not to unduly burden small entities.
6. Consequences of Not Conducting the Collection
The information required by Rule 17Ac2-1 and Form TA-1 is submitted by transfer agents
to satisfy a precondition (i.e., registration), as established by the Commission pursuant to
Congressional authority, to commencement of transfer agent activities. The information
to be filed on Form TA-1 is required to provide the Commission with a database of
information regarding transfer agents registered with the Commission. Thus, the
information could not be collected less frequently. The updated information required by
Paragraph (c) of Rule 17Ac2-1 is sought only when the previously filed information has
become inaccurate, misleading, or incomplete.
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
Not applicable. No payments or gifts have been given to respondents in connection with
this collection of information.

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10. Confidentiality
Completed transfer agent registration forms are public information. Therefore, no
assurances of confidentiality may be given.
11. Sensitive Questions
The Information Collection does not collect information about individuals, but rather
only business contact information; therefore, a PIA, SORN, and PAS are not required.
12. Information Collection Burden
The Commission annually receives approximately 209 filings on Form TA-1 from
transfer agents required to register as such with the Commission. Included in this figure
are approximately 196 amendments made annually by transfer agents to their Form
TA-1 as required by Rule 17Ac2-1(c) and approximately 13 new applications by
transfer agents for registration on Form TA-1 as required by Rule 17Ac2-1(a). Rule
17Ac2-1 requires Form TA-1 and amendments thereto to be filed with the Commission
electronically on EDGAR, unless the transfer agent has been granted a continuing
hardship exemption from electronic filing under Rule 202 of Regulation S-T (17 CFR
232).
In view of the easily available nature of most of the information requested by Form
TA-1, the relatively simple presentation of the form, and the past experience of the staff
regarding Form TA-1, we estimate that on average approximately twelve hours are
required for initial completion of Form TA-1 and that on average one and one-half
hours are required for an amendment to Form TA-1 by each such firm. Thus, the
subtotal burden for new applications for registration filed on Form TA-1 each year is
approximately 156 hours (12 hours times 13 filers = 156) and the subtotal burden for
amendments to Form TA-1 filed each year is approximately 294 hours (1.5 hours times
196 filers = 294). The cumulative total is approximately 450 burden hours per year
(156 hours plus 294 hours).
Of the approximately 450 hours spent annually on internal compliance costs associated
with Rule 17Ac2-1, the Commission staff estimates that:
•

Sixty percent (270 hours) are spent by compliance staff at an estimated hourly wage
of $344, for a total of $92,880 per year (270 hours x $344 per hour = $92,880 per
year); 1

The estimated hourly wages used in this analysis were derived from reports prepared by the Securities
Industry and Financial Markets Association. See Securities Industry and Financial Markets Association, Office
Salaries in the Securities Industry – 2022, modified to account for an 1800-hour work year and multiplied by 5.35 to
account for bonuses, firm size, employee benefits and overhead.

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•
•

Forty percent (180 hours) are spent by attorneys at an estimated hourly wage of $462,
for a total of $83,160 per year (180 hours x $462 per hour = $83,160 per year). 2
The total internal cost of compliance is approximately $176,040 per year ($92,880 in
compliance staff costs + $83,160 in attorney costs = $176,040 per year).

Rule

Burden
Type

Rule 17Ac2-1
(Form TA-1
New
Application)
Rule 17Ac2-1
(Form TA-1
Amendments)

Initial
Reporting
Periodic
Reporting

Number
of Annual
Reponses
13

Time Per
Response
(Hours)
12

Total Burden Per
Burden Type
(Hours)
156

196

1.5

294
450

13. Costs to Respondents
There are no capital and start-up costs, or operation and maintenance costs associated
with complying with the requirements of Rule 17Ac2-1 and filing Form TA-1.
14. Costs to Federal Government
Cost to the federal government resulting from regular annual maintenance of the
Commission’s electronic application EDGAR through which Form TA-1 is required to
be filed pursuant to Rule 17Ac2-1 is approximately $100,000 per year.
15. Changes in Burden
The total estimated annual time burden has decreased from approximately 635 hours per
year to approximately 450 hours per year. Factors involved in this change include a
decrease in the number of new applications for registration filed on Form TA-1 from 32
to 13 and an increase in the number of amendments filed from 167 to 196.
16. Information Collections Planned for Statistical Purposes
Not applicable. The information collection is not used for statistical purposes.
The estimated hourly wages used in this analysis were derived from reports prepared by the Securities
Industry and Financial Markets Association. See Securities Industry and Financial Markets Association, Office
Salaries in the Securities Industry – 2013 (2013), modified to account for an 1800-hour work year and multiplied by
5.35 to account for bonuses, firm size, employee benefits and overhead.

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17. Approval to Omit OMB Expiration Date
We request authorization to omit the expiration date on the electronic version of the form
for design and IT project scheduling reasons. 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.

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