The function of a corporate registrar depends on the context in which the title is used. There are two ordinary applications of the title. A corporate registrar is the government entity that authorizes business formations and regulates authorized entities until they are officially dissolved. Corporate registrars can also be financial institutions that are hired by corporations to maintain a record of the ownership of its outstanding stocks and bonds for record keeping purposes and to prevent the corporation from issuing more stock that has been authorized. In both instances, the corporate registrar functions primarily as an information archivist to keep track of the current registration list.
In countries with private business sectors, such as the US, UK, and Canada, the corporate registrar is the government agency that licenses businesses to operate. It is the place where corporations file their articles of incorporation to officially launch the company and where other types of entities file their formation documents. These agencies are registrars because they maintain the public record of authorized business entities within a jurisdiction. Typically, a member of the public can contact the registrar's office to determine the status of a company's business registration.
Government registrars also manage the annual filing obligations of businesses and provide administrative services, such a processing changes to a company's registration, providing copies of documents and certifying a company's status. The corporate registrar in this context also manages the dissolution of companies, and strikes a company's authority to do business in the jurisdiction from the record when it closes its doors. In the US, for example, each state has a corporate registrar, which is usually the secretary of state. Workers in the business division of the secretary's office perform a range of administrative tasks that maintain the public record of registered business entities.
The other common use of the corporate registrar title is by appointment of a financial institution to maintain the record of a corporation's outstanding securities. Technically, a corporation can appoint anyone to maintain this record. In many small corporations, for example, the secretary of the board might be given this task and title. For major corporations with millions of outstanding shares, however, the only practical approach is to have a specialist maintain the ownership record.
Financial institutions that function as corporate registrars keep track of the names and addresses of current owners of stocks and bonds. Every time a security changes hands, the change is captured and recorded. These institutions work hand-in-hand with brokers and traders to gather this information for the record. Although the record maintained by the corporate registrar does not determine ownership, it allows the company to mail important notices to owners as required by regulators. The financial institution also keeps track of the total number of outstanding shares, so the corporation does not issue more shares than is authorized.
