Cede and Company (also known as Cede and Co. or Cede & Co.) is a specialist United States financial institution that processes transfers of stock certificates on behalf of Depository Trust Company, the central securities depository used by the United States National Market System, which includes the New York Stock Exchange, and Nasdaq.[1] Cede and Company is a shorthand for the phrase 'certificate depository.'[2] Appropriately, the word 'cede' means to 'give up (power or territory)'[3] because investors give up their stock and companies give up their shareholders to an intermediary.[4]

Cede technically owns most of the publicly issued stock in the United States.[5] Thus, most investors do not themselves hold direct property rights in stock, but rather have contractual rights that are part of a chain of contractual rights involving Cede.[6] Securities held at Depository Trust Company are registered in its nominee name, Cede & Co., and recorded on its books in the name of the brokerage firm through which they were purchased; on the brokerage firm's books they are assigned to the accounts of their beneficial owners.[7]

Cede owns 83% of all issued stocks in the United States.[8] The other 17% of all issued stocks is owned by directly registered holders through the direct registration system.

History

Founded in 1996, Cede was formed for the purpose of efficiently processing transfers of stock certificates on behalf of the Depository Trust Company.[9] The name "Cede" was selected as a reference to "certificate depository".[10] The company is at 55 Water Street, Suite Conc4, New York, New York 10041.[11]

Structure as a partnership

Cede and Company is a New York City-based partnership of certain employees of Depository Trust Company.[12][9] Cede is a separate legal person from Depository Trust Company, which is owned by DTC Participants, who are banks and brokerage houses, and not employees of DTC.

One reason Cede is structured as a partnership is that each general partner can order transfers of stock registered in the name of the partnership without the need for presenting a separate corporate resolution to the stock issuer's transfer agent or stock registrar to validate the authority of the transfer.

See also

References

  1. ↑ "Cede & Co. Definition". NASDAQ. Retrieved September 10, 2016.
  2. ↑ Dentzer, William T. Jr. (2008). The Depository Trust Company: DTC's Formative Years and Creation of The Depository Trust & Clearing Corporation (DTCC). YBK Publishers. p. 12. ISBN 9780980050851.
  3. ↑ https://en.wiktionary.org/wiki/cede#English
  4. ↑ Donald, David C. (2007-09-26). Rise and effects of the indirect holding system: How corporate America ceded its shareholders to intermediaries. SSRN. pp. 1–66.
  5. ↑ Levine, Matt (July 14, 2015). "Banks Forgot Who Was Supposed to Own Dell Shares". Bloomberg.com. Retrieved February 21, 2017.
  6. ↑ Morris, Virginia; Goldstein, Stuart (2009). Guide to Clearance & Settlement: An Introduction to DTCC. New York: Lightbulb Press. pp. 7, 11, 22, 32.
  7. ↑ Morris, Virginia; Goldstein, Stuart (2009). Guide to Clearance & Settlement: An Introduction to DTCC. New York: Lightbulb Press. p. 32.
  8. ↑ https://www.sechistorical.org/collection/papers/1990/1998_0101_DTCAR_1.pdf
  9. 1 2 "Cede & Company: Private Company Information". Businessweek. Archived from the original on September 13, 2016.
  10. ↑ "TRANSFER AGENT REGULATIONS 34-76743" (PDF). sec.gov. Securities and Exchange Commission. December 22, 2015. p. 31. Retrieved March 25, 2021. The name Cede & Co. was drawn from the term 'certificate depository'
  11. ↑ "Cede & Co in New York, NY 10041". ChamberofCommerce.com. Retrieved July 29, 2018.
  12. ↑ Senate Report. Disclosure of Corporate Ownership. December 27, 1973.
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