November 03, 2026

VIA ELECTRONIC SUBMISSION

Vanessa A. Countryman
Secretary
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549-1090

Re: Transfer Agent Rules; Release No. 34-106246; File No. S7-2026-30

Dear Ms. Countryman:

Kore Inc. (“KoreInside”), KoreTransfer USA LLC (“KoreTransfer”), and KoreChain Inc. (“KoreChain”) respectfully submit these comments on the Commission’s proposed amendments to rules governing registered transfer agents. We support a technology-neutral framework that strengthens investor protection through reliable digital ownership records, secure transfer-agent succession, effective transaction controls, and verifiable record preservation.

I. Executive Recommendations

We respectfully recommend that the Commission:

1.  Establish portable, verifiable record-handoff requirements for the master securityholder file, control book, transfer journal, supporting restrictions, and material historical records, using secure electronic formats and documented reconciliation.

2.  Require risk-based validation of inherited ownership records, with discrepancies investigated, escalated, and documented without unnecessarily suspending unaffected shareholder rights.

3.  Retain core evidence of securities issuance, ownership, transfers, cancellations, restrictions, and authorization throughout the issuer’s legal existence and for at least ten years after dissolution or completion of winding up, whichever occurs later, subject to legal holds.

4.  Require demonstrable protection against alteration, destruction, and unrecoverable loss through independently controlled recovery copies and tamper-evident histories, without mandating a particular database, WORM system, or blockchain.

5.  Preserve the provenance, scope, date, and limitations of available prior identity and compliance reviews, without imposing an indiscriminate retroactive KYC duty.

6.  Require the registered recordkeeping transfer agent to maintain exclusive control over the authoritative master securityholder file, including when supporting records reside in linked systems or distributed ledgers.

II. Transfer-Agent Succession and Incoming-Record Reconciliation

The proposed Rule 17ad-7(i) fifteen-calendar-day handoff is important but insufficient by itself. Timely delivery does not ensure the successor can understand and safely rely on records. The Commission should specify minimum machine-readable deliverables: current positions by class and series, issuance and cancellation history, transfer journal, control book, corporate actions, restrictions, stop orders, adverse claims, source authorizations, corrections, known omissions, and an integrity manifest identifying effective date, coverage, and provenance.

Secure APIs, authenticated file transfers, and documented schemas should be permissible. A successor should preserve the original received snapshot and perform risk-based reconciliation, including comparing securityholder positions with issued and outstanding amounts, reviewing authorized shares, tracing transfers and corporate actions, and identifying duplicates, missing records, unexplained changes, and inherited restrictions. Completeness of a transmitted record set and accuracy of the information within it are separate requirements: even an apparently complete cap table may contain duplicate holdings, unsupported issuances, incorrect restrictions, or ownership changes without sufficient authorization. Automated validation and anomaly detection should be encouraged to identify such issues consistently and promptly, with material exceptions assigned to responsible personnel for supervisory review and documented resolution. Accepting records should not automatically certify the truth of every historical event. The Commission should clarify duties of the issuer, outgoing agent, successor, and lawful record custodian.

Requested action (Rule 17ad-7(i); Requests for Comment 97 and 101): Retain the handoff deadline and add completeness, provenance, machine-readable portability, integrity verification, exception reporting, and reasonable successor-reconciliation guidance.

III. Historical Identity and Compliance Evidence

A cap table establishes recorded positions, not necessarily that every holder has been verified for every purpose or remains eligible for a proposed transfer. Available prior identity and compliance evidence should carry its source, date, scope, reviewing intermediary, outcome, and known limitations. Different participants may have different CIP, AML, KYC, and sanctions obligations; a transfer agent should not be presumed to have performed all reviews previously required of brokers or other intermediaries.

The final rules should promote a risk-based evidence-provenance framework: preserve lawful attestations and references, flag gaps, and perform updated checks when a contemplated action requires them. Verification of a securityholder's identity at one point in time is distinct from determining whether a particular transaction may proceed. Sanctions status, legal restrictions, relevant ownership information, and other applicable eligibility conditions may change; where the law or the transaction warrants it, systems should support refreshed, transaction-specific review rather than indefinite reliance on a prior approval. A previously verified wallet or whitelist entry is not permanent proof of eligibility. These controls should not be interpreted as imposing on transfer agents compliance obligations that properly belong to other regulated intermediaries. Sensitive personal information should not be placed on publicly accessible blockchains.

Requested action: Clarify migration of compliance evidence without creating blanket retroactive KYC requirements.

IV. Record Retention Throughout the Issuer Lifecycle

We do not believe a general six-year minimum is an adequate endpoint for core ownership evidence. A six-year minimum is not a mandatory destruction date, and the Proposal recognizes longer periods for some records. However, inheritance, historical issuances, corporate actions, unauthorized transfers, litigation, and disputed ownership may require reconstructing transactions far older than six years. In our professional experience, transfer agents may receive ownership-related inquiries arising from litigation, inheritance, historical transfers, corporate restructurings, and disputed transactions many years after the relevant events; where original transaction records are no longer available, establishing the chain of ownership may be impracticable or impossible. The current balance alone cannot establish how ownership arose.

In response to Request for Comment 90, we recommend retaining the master securityholder file and historical versions, control book, transfer journal, issuance and cancellation records, material authorizations, restrictions, corporate actions, and corrective entries throughout the issuer’s legal existence and for at least ten years after dissolution or completion of winding up, whichever is later. Longer litigation holds and other legal duties should prevail.

This should be an issuer-centered custody obligation: when an issuer changes agents, a documented transfer, acceptance, and archival-custodian designation should preserve continuity without obligating every predecessor to keep duplicate complete archives forever. Dissolution should trigger a lawful custodian and retrieval arrangement. Shorter periods can remain for low-value transient operational data that is not necessary to reconstruct ownership. Encryption, access controls, segregated personal data, and lawful disposal after expiration are important safeguards.

Requested action (Rule 17ad-7; Questions 90–93 and 101): Adopt issuer-lifecycle retention for legally consequential ownership evidence, with clear successor custody and proportionate schedules for other records.

V. Independent and Verifiable Electronic Evidence

We support the objectives of Rule 17ad-7(f) through (h): integrity, accessibility, reproducibility, redundancy, continuity, and auditability. A defense-in-depth architecture might combine an operational database, an independently administered WORM or comparable tamper-resistant archive, and an append-only or permissioned distributed ledger of cryptographic commitments. These are examples, not prerequisites. Three copies alone do not prove accuracy or resilience, and a hash cannot validate the underlying source record.

The final rule should emphasize independent access restrictions, immutable or tamper-evident history, documented correction rather than silent deletion, recovery testing, reproducible exports, signed manifests, and linkage between material ownership changes and supporting authorization. Appropriate logical or geographic separation of recovery copies should reduce correlated-failure risks, without mandating a particular storage design. Where a distributed ledger is used, the transfer agent should retain the ability to access and furnish its required records independently, without depending on discretionary intervention by a third party. Third-party hosting should not deprive a transfer agent or examiner of timely access to records.

Requested action (Rule 17ad-7(f)–(h); Requests for Comment 97, 99 and 100): Define verifiable integrity, independent record access, continuity, and recoverability outcomes while allowing competing technical approaches.

VI. Authoritative Ownership Records and Tokenized Securities

The master securityholder file may reasonably consist of securely linked systems, provided the registered recordkeeping transfer agent retains exclusive control over legally effective changes. A wallet registry, ledger, transfer journal, and token system should not independently alter the authoritative record without required authorization. External token events must be reconciled with the control book and transfer journal, and supply limits and restrictions enforced.

Eligibility can change. A static whitelist is not a substitute for transaction-specific review where required by law; systems should support re-evaluation of applicable restrictions and authorization at the time of a proposed transfer, without presuming every intermediary has identical duties. Public-chain irreversibility should not be confused with the legal ability to correct an authoritative record, and the Commission should not mandate publication of personal information on-chain.

Requested action: Preserve technology neutrality while requiring effective authorization, exclusive control, supply reconciliation, and auditable treatment of unauthorized activity.

VII. Processing, Rejections, and Exceptions

We support faster routine processing, reliable electronic receipt, and prompt actionable deficiency notices. Receipt should be measured when an item reaches a transfer-agent-controlled channel, not when a reviewer later opens it. A system should preserve receipt time, routine/non-routine classification and rationale, deficiencies, notices, resubmissions, approvals, and disposition. Regulatory processing and rejection-notice clocks must be implemented separately and correctly. A message-sent event is not necessarily evidence of human reading.

Requested action: Provide consistent electronic receipt and exception documentation standards without creating a loophole for routine delay.

VIII. Restrictive Legends, Original Issuances, and Section 5

We support proposed Rule 17ad-31’s emphasis on avoiding transfers in violation of Securities Act Section 5(a). Electronic evidence packages should link the exemption relied upon, relevant facts, issuer instructions, legal opinions or documented transfer-agent determinations where applicable, red flags, approvals, and final disposition. Automated rules can flag missing evidence and anomalies; accountable human review remains necessary for judgment-intensive decisions.

Requested action: Clarify proportionate procedures for exempt private-market activity, original issuances, and non-sale ownership changes without requiring an outside legal opinion in every instance.

IX. Cybersecurity, Continuity, and Investor Communications

We support effective cybersecurity, continuity, funds protection where applicable, and compliance governance. Controls should be demonstrable through permissions, testing, reconciliations, incident response, and management oversight. Investor engagement evidence should distinguish authenticated affirmative activity from unreliable email-open tracking, which automated security scanners can trigger. This distinction can reduce erroneous unclaimed-property decisions.

X. Reporting and Implementation

The Commission should provide clear machine-readable Forms TA-1 and TA-2 specifications, validation rules, testing opportunities, and phased implementation. Beyond regulatory forms, the Commission should encourage interoperable data definitions for consequential ownership events, including issuances, transfers, cancellations, restrictions, corporate actions, and corrections. These definitions should permit reliable mapping among existing industry standards and secure exchange among transfer agents, issuers, intermediaries, and service providers, without mandating a single messaging protocol, technology, or vendor. Legacy record remediation requires practical transition guidance. The final framework should judge compliance by tested controls and accurate evidence, not a particular technology, blockchain, or vendor. These recommendations are also responsive to Request for Comment 97 on continuity across migrations and service-provider changes.

Conclusion

Modern transfer-agent regulation must protect not only the accuracy of today’s cap table but also the continuity, provenance, and reconstructability of securities ownership across an issuer’s lifecycle. We urge the Commission to make verified portability, risk-based reconciliation, long-term preservation, independent integrity, and accountable transaction controls explicit elements of the final framework.

Respectfully submitted,

Oscar A. Jofre
Co-founder, President & Chief Executive Officer
KoreInside

Submitted on behalf of:
KoreInside
KoreTransfer USA LLC
KoreChain Inc.

Website: https://kore.inc
Email: oscar@kore.inc