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Registered Bond

Категорія — Параметри емісії
By Nikita Bundzen Head of North America Fixed Income Department
Updated January 13, 2025

What are Registered Bonds?

Registered bonds are a type of debt instrument commonly utilized by issuers to raise capital. What differentiates registered bonds from other types of bonds is the meticulous recording of bondholder information by the issuing entity.

This includes details such as the owner's name, contact information, and sometimes additional identifying data. This establishes them as the registered owner of the bond, entitling them to receive interest payments and repayment of the principal amount upon the maturity date. Unlike bearer bonds, where possession of the physical certificate determines ownership, registered bonds tie ownership directly to the recorded information. This means that only the individual listed as the registered owner on the bond's records is entitled to receive interest payments and principal repayment.

How do Registered Bonds Work?

Transferring ownership of registered bonds typically involves endorsement or signing over of the bond certificate by the registered owner. Alternatively, for electronically registered bonds, changes in ownership are facilitated through updates to the issuer's database, often requiring submission of the new owner's information. This system ensures transparency and accountability in bond ownership, protecting investors' interests and reducing the risk of fraud or disputes.

Benefits

  1. Enhanced Security. Registered bonds offer a higher level of security compared to bearer bonds, as ownership is directly tied to recorded information. This reduces the risk of theft or loss and provides peace of mind to investors.

  2. Accountability. Detailed records maintained by the issuer ensure accurate distribution of interest payments and repayment of principal amounts to the rightful owner. These fosters trust between issuers and investors.

  3. Ease of Replacement. In case of loss, theft, or destruction of the bond certificate, registered bonds can be easily replaced since the issuer retains information about the owner. This convenience adds to the attractiveness of registered bonds as an investment option.

  4. Transparent Ownership Transfer. Transferring ownership of registered bonds is straightforward and typically involves endorsement or updating the issuer's database with the new owner's information. This transparency reduces the risk of disputes and facilitates smooth transactions.

Risks

  1. Limited Anonymity. Unlike bearer bonds, where ownership is determined by physical possession of the certificate, registered bonds require owners to disclose personal information to the issuer. Some investors may prefer the anonymity offered by bearer bonds.

  2. Potential Privacy Concerns. The requirement to disclose personal information to the issuer for registration purposes may raise privacy concerns for some investors who prefer to keep their financial transactions private.

  3. Dependence on Issuer Records. While registered bonds offer the benefit of easy replacement in case of loss or theft, investors rely on the issuer to maintain accurate records of bond ownership. Any discrepancies or errors in these records could lead to challenges in claiming ownership rights.

Registered Bonds vs. Bearer Bonds

Registered bonds and bearer bonds represent two distinct approaches to bond ownership and security, each with its own set of advantages and disadvantages. Registered bonds, as the name suggests, maintain detailed records of bondholder information with the entity managing the bond issuance. Ownership of registered bonds is directly tied to the recorded information, such as the owner's name, contact details, and sometimes additional identifying data. This provides a higher level of security and accountability, as only the individual listed as the registered owner on the bond's records is entitled to receive interest payment and principal repayment. Additionally, registered bonds offer the benefit of ease of replacement in case of loss, theft, or destruction of the bond certificate, as the issuer retains information about the owner.

In contrast, bearer bonds do not record the owner's information and rely solely on physical possession of the bond certificate for ownership. This anonymity factor appeals to some investors but also poses significant risks. Bearer bonds can be easily transferred from one individual to another by simply handing over the physical certificate, which makes them susceptible to theft and fraud. Moreover, if they are lost or stolen, bearer bonds cannot be replaced since there are no records of the owner's identity. This lack of security and accountability has led to a decline in the popularity of bearer bonds, particularly in the United States, where virtually all bonds are now issued in registered form.

The Tax Equity and Fiscal Responsibility Act (TEFRA)

The Tax Equity and Fiscal Responsibility Act (TEFRA) enacted in 1982 had significant implications for the issuance and taxation of bonds, including registered bonds. TEFRA altered the tax treatment of bearer bonds, making them less attractive for investors seeking tax-exempt income. Under TEFRA, bearer bonds no longer enjoyed a tax-exempt option unless the bond matured in one year or less. This change in tax policy aimed to increase transparency and accountability in the bond market, discouraging the use of bearer bonds for tax evasion and money laundering purposes.

As a result of TEFRA, the popularity of bearer bonds declined, while registered bonds gained prominence in the bond market. Registered bonds, which already had detailed records of bondholder information, became the preferred choice for investors seeking fixed-income securities with tax advantages. By maintaining accurate records of ownership, registered bonds helped ensure compliance with tax regulations and protect against fraudulent activities.

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