To sell shares without a broker, you work directly with the company’s transfer agent, the firm that keeps the official shareholder registry. The agent can liquidate shares you hold through a company plan or in book-entry form, and it can re-register shares in a new owner’s name after a private sale you arrange yourself. The process takes more paperwork than a brokerage app, but every step is defined and the documents are the same from one company to the next.
Find Your Transfer Agent First
Every publicly traded company uses a transfer agent, and you need to know yours before anything else happens. Check the investor relations page on the company’s website. The agent’s name also appears on any paper stock certificates you hold and on statements from a dividend reinvestment or direct purchase plan. The largest agents include Computershare, Equiniti (formerly American Stock Transfer), and Broadridge.
Once you know the agent, create an online account on their portal or call shareholder services to confirm your holdings. That call also tells you whether the shares sit in a company plan, as book-entry registry shares, or as a physical certificate, because each is handled a little differently from the sale desk.
Selling Through the Transfer Agent
If you’re enrolled in a Direct Stock Purchase Plan or Dividend Reinvestment Plan, your transfer agent already processes buy and sell orders for participants. You can usually initiate a sale through the agent’s online portal by selecting the shares you want to liquidate and choosing a sale type. Most agents offer at least two: a batch order, where your shares are pooled with other sellers and sold at the next available window, and a market order, which executes during the current trading session at or near the prevailing market price.
Fees come out of the proceeds and vary by agent and order type. As a representative example, Computershare charges a $10 transaction fee plus $0.10 per share for batch orders and $20 plus $0.10 per share for market orders.1Computershare. Schedule of Fees to Plan Terms Check your own plan documents before placing the order.
One detail trips people up. Plan shares often include fractional amounts from reinvested dividends, and selling the fractional piece usually means terminating the reinvestment plan, which triggers a liquidation of that position. Book-entry shares, held electronically on the company’s registry outside any plan, sell in whole-share increments through the agent’s standard process. If you hold both, read your statement carefully so you know what you’re actually selling.
The Paperwork You Need
Whether you sell through the agent or transfer shares to a private buyer, the same core documents apply.
The Stock Power
A stock power is the document that legally authorizes the transfer of ownership. It’s essentially a deed for your shares. Download one from the transfer agent’s website or request it from shareholder services. The form asks for your legal name, the number of shares, the class of stock, and your Social Security number. Fill it out, but do not sign it until you’re physically in front of the person providing the Medallion Signature Guarantee. A mismatch between the name on the stock power and the name on the company’s registry is the most common reason agents reject paperwork.
The Medallion Signature Guarantee
A Medallion Signature Guarantee is a specialized stamp that protects against fraudulent transfers. It is not the same as a notary seal, and transfer agents will reject a notarized form that lacks the Medallion stamp. Only a financial institution participating in an approved Medallion program can provide it, typically a commercial bank, savings bank, credit union, or broker-dealer.2Investor.gov. Medallion Signature Guarantees: Preventing the Unauthorized Transfer of Securities The guarantor assumes financial liability for the transfer, so they will verify your identity and your authority over the shares before stamping the form.
Bring the unsigned stock power and government-issued photo identification. Not every branch offers the service, so call ahead. Some institutions limit it to existing customers or charge a fee. The stamp carries encoded information indicating the maximum dollar value the institution will guarantee, so a large transaction may require a larger bank.
Certificates or Statements
If your shares exist as a paper certificate, you’ll surrender the original along with the stock power. For electronic book-entry holdings, a recent account statement showing your share balance and account number is enough.
Selling to a Private Buyer
You can also sell your shares directly to another person without routing the sale through an exchange. Private sales of securities fall under Article 8 of the Uniform Commercial Code, which governs the transfer of investment securities.3Cornell Law School. UCC Article 8 – Investment Securities You and the buyer agree on a price, usually tied to current market value or a negotiated discount, and sign a written agreement.
The agreement should identify the security by name and CUSIP number, state the exact number of shares, specify the total price, and record the date. The date matters for tax reporting. Both parties sign, the buyer pays, and you submit the completed stock power and supporting documents to the transfer agent so the shares can be re-registered in the buyer’s name.
Private sales lack something broker-facilitated trades include: there’s no clearinghouse confirming the buyer’s funds are good or the seller’s shares are legitimate. For larger transactions, an escrow service can hold both the payment and the stock power until all conditions are met, then release each side simultaneously. It costs more, and it removes the trust problem.
If Your Certificate Is Lost
Lost or destroyed certificates don’t make your shares worthless, but replacing them adds time and cost. Call the transfer agent immediately to place a stop on the missing certificate so no one else can transfer those shares. The agent will walk you through a replacement process that typically requires an affidavit of loss and the purchase of a surety bond. The bond protects the company if the original certificate ever surfaces and someone tries to claim the shares with it.
Surety bond costs generally run between 1.5% and 3% of the current market value of the shares, so a $50,000 position could cost $750 to $1,500 for the bond alone. Some agents have standing relationships with specific surety companies and set the rate themselves; others will let you shop a third-party provider. Replacement can take several weeks, so build that into your timeline if you’re trying to sell at a particular price.
If Your Shares Are Restricted
If you received shares directly from the issuing company instead of buying them on the open market, those shares may carry a legal restriction on resale. Stock from private placements, executive compensation, or early-stage investments often falls into this category. The certificate usually bears a restrictive legend printed on its face, and the transfer agent won’t process a sale until the legend is removed.
SEC Rule 144 provides a path to sell restricted securities legally. For shares in a company that files regular reports with the SEC, you must hold the stock for at least six months before selling. If the company is not an SEC-reporting issuer, the holding period extends to one year.4eCFR. 17 CFR 230.144 – Persons Deemed Not to Be Engaged in a Distribution and Therefore Not Underwriters The clock starts when you pay the full purchase price, not when you receive the certificate. A promissory note does not start the clock unless the note provides full recourse against you and is secured by collateral other than the shares themselves.
Once the holding period is satisfied, only the transfer agent can remove the legend, and the agent won’t act without the issuer’s consent, usually delivered as an opinion letter from the issuer’s counsel.5U.S. Securities and Exchange Commission. Restricted Securities: Removing the Restrictive Legend If the company delays or disputes your eligibility, the removal turns into a state law issue rather than a federal one. Many attempted sales of restricted stock stall here, so start the legend removal process well before you need the money.
If the Shares Belonged to Someone Who Died
Shares that belonged to someone who has passed away need extra documentation before the transfer agent will act. If the account had a Transfer on Death designation, the named beneficiary can re-register the shares by submitting a certified death certificate and an application for re-registration.6U.S. Securities and Exchange Commission. Transferring Assets
Without a TOD designation, the shares pass through the estate. The executor or administrator needs a certified death certificate and letters testamentary or letters of administration issued by the probate court. If the shares were held as joint tenants with right of survivorship, the surviving co-owner typically needs only a certified death certificate and an affidavit or sworn statement. In every case, confirm with the transfer agent exactly what they want before signing any stock power. Requirements vary slightly between agents and depend on how the shares were titled.
Submitting Documents and Getting Paid
Once your paperwork is assembled, signed, and Medallion-guaranteed, mail everything to the transfer agent’s processing center. Use registered or certified mail with return receipt so you have proof of delivery. If you’re sending a physical certificate, insure the package for the full market value of the shares. The cost of replacing a lost certificate dwarfs any postal insurance premium.
Transfer agents typically process requests within five to ten business days of receiving complete paperwork. After verification, the agent updates the registry and issues the proceeds by check or ACH, depending on the payment option you chose. You’ll also receive a confirmation statement showing the trade date, sale price, fees deducted, and net proceeds. Keep it for tax season.
Taxes and Cost Basis
Selling shares is a taxable event no matter which channel you use. You’ll report the sale on Form 8949 and Schedule D of your federal return, showing the proceeds, your cost basis, and the resulting gain or loss.7Internal Revenue Service. Instructions for Form 8949 If the transfer agent routes your sale through a broker, you should receive a Form 1099-B reporting the proceeds.8Internal Revenue Service. Instructions for Form 1099-B (2026) In a private sale with no broker involved, you likely won’t get a 1099-B, but you’re still responsible for reporting the transaction.
How you came to own the shares determines your cost basis, and this is where directly held stock produces the biggest tax surprises:
- Shares you bought: your basis is what you paid, including any commissions or fees at purchase.
- Shares you inherited: you receive a stepped-up basis equal to the stock’s fair market value on the date of death. Inherit stock worth $40 on that date and sell at $45, and your taxable gain is only $5 per share, no matter what the decedent originally paid.9Office of the Law Revision Counsel. 26 USC 1014 – Basis of Property Acquired From a Decedent
- Shares you were given during the donor’s life: you generally take the donor’s original basis. If the stock’s fair market value at the time of the gift was lower than the donor’s basis, a special rule applies: use the donor’s basis to calculate any gain, and the lower fair market value to calculate any loss. If the sale price falls between the two, you report neither.10Office of the Law Revision Counsel. 26 USC 1015 – Basis of Property Acquired by Gifts and Transfers in Trust11Internal Revenue Service. Publication 551 – Basis of Assets
The inherited-share rule matters enormously for directly held stock. Many people sitting on physical certificates received them from a parent or grandparent who bought in decades ago. If the original owner paid $2 per share and the stock is now worth $80, the difference between inheriting those shares and receiving them as a gift during the owner’s life is the difference between $78 of gain per share and $5.