Auditors, Transfer Agent, and Registrar

@@ -0,0 +1,75 @@
---
schema: foundry-doc-v1
title: "Auditors, Transfer Agent, and Registrar"
slug: auditors-transfer-agent-registrar
category: governance
type: topic
content_type: topic
quality: complete
short_description: "Roles of the auditor, transfer agent, and registrar: independent verification, ownership records, and register maintenance in the corporate structure."
status: active
audience: public
bcsc_class: public-disclosure-safe
language_protocol: PROSE-TOPIC
last_edited: 2026-07-03
editor: pointsav-engineering
paired_with: auditors-transfer-agent-registrar.es.md
---

An annual information form discloses the auditor, transfer agent, and registrar applicable to a
[[regulated-reporting-entity|reporting issuer]] — three roles that exist to give investors and counterparties
confidence in the accuracy of the issuer's financial statements and the accuracy of its record
of who owns what. This article describes what each role does and why it exists, independent of
any specific firm currently holding the role.

## The auditor

The auditor is the independent, external accounting firm engaged to examine the issuer's annual
financial statements and issue an opinion on whether they present the issuer's financial
position fairly, in accordance with IFRS. The auditor also performs a review, short of a full
audit, of interim financial statements filed each quarter. The auditor's role exists because
investors relying on financial statements prepared by management benefit from an independent
professional's examination of those statements before relying on them. Auditor independence,
appointment, and oversight are the responsibility of the [[audit-committee-mandate|audit committee]] of the
board, not of management.

## The registrar

The registrar maintains the definitive record of who currently holds each outstanding security
— the register of unit holders or shareholders. For the [[direct-hold-solutions-structural-comparison|Direct-Hold Solutions]], this
function is performed through the [[property-ledger-technology|property ledger]]: the general partner of each
limited partnership updates the ledger when a completed transfer is received, and the ledger
entry — not a separate paper register — is the authoritative record of ownership for that
asset, as described in [[accredited-investor-eligibility|Accredited Investor Eligibility]]. The registrar function exists
so that there is one authoritative answer, at any point in time, to the question of who owns a
given unit.

## The transfer agent

A transfer agent is a party — often a trust company or a specialized transfer agency —
engaged to process the mechanics of a security transfer: cancelling the transferring holder's
position and issuing the new holder's position on the register, in accordance with instructions
and supporting documentation. Where a Direct-Hold Solution's securities are deposited with a
central securities depositary — CDS in Canada, DTC in the United States, Iberclear in Spain, or
Indeval in Mexico, as described in [[four-jurisdiction-framework|Four-Jurisdiction Framework]] — settlement and
transfer mechanics for depositary-eligible positions are performed in coordination with that
depositary's participant network, rather than solely by the general partner acting alone. For
positions held and transferred directly on the property ledger rather than through a depositary,
the general partner performs the transfer function directly upon receipt of a completed
transfer instruction, as described in [[accredited-investor-eligibility|Accredited Investor Eligibility]].

## Why the three roles are kept separate

Separating financial statement verification (the auditor), ownership record maintenance (the
registrar), and transfer processing (the transfer agent) from the function of managing the
underlying asset is a standard governance practice: it means that no single party both
originates a transaction and independently verifies or records it. This separation supports the
integrity mechanisms described in [[property-ledger-technology|Property Ledger Technology]], including the append-only
structure of the ledger and the requirement for an explicit operator action to modify a
transfer record.

## See also

- [[audit-committee-mandate|Audit Committee Mandate]] — board oversight of auditor appointment and independence
- [[property-ledger-technology|Property Ledger Technology]] — the technology that performs the registrar function described above
- [[experts|Experts]] — disclosure of the auditor and other named experts in offering documents