Collectible Stocks and Bonds from North American Railroads             by Terry Cox

A guidebook and catalog of prices
(I neither buy nor sell stocks and bonds)
  The differences between bearer bonds
and registered bonds
 

Investment, whether as owners or creditors, has always been a matter of privacy and remains so today. In the earliest days of joint stock ownership (corporations owned by multiple share holders), companies did not record stockholders' names. It took much, much longer for companies to record the names of its bond holders.

In most countries, any individual, partnership or corporation can loan money to a company and receive a bond in return. The bond certificate normally promises to pay interest and to repay principal to the bondholder. Bonds may or may not mention the specific identity of the bondholder.

It is crucial to understand that the bondholder and the bond owner are normally the same entity. It is not a requirement, however.

Bearer bonds. Whoever held company bonds was the bearer. Bearers could collect interest and sell their bonds with minimal company or government interference. Bonds that allowed sale and the collection of interest and principal were called bearer certificates. They usually carry the word 'bearer' or 'holder' somewhere in the text.

It is very common for bearer bonds to promise to repay notable individuals 'or bearer.' Those notable individuals were generally people who underwrote the bond issuance. That means they bought the entire bond issuance at a discount and then made profit by re-selling individual bonds to other investors at higher values.

Bearer bonds had significant problems. Companies never knew who held their certificates, so communication was inefficiently limited to notices in newspapers. Bondholders assumed complete responsibility for keeping securities safe, demanding interest payments, and requesting loan principal. Thieves could negotiate bearer certificates as easily as rightful owners. Fires and floods destroyed bearer bonds and replacement was difficult or impossible. From a tax collector’s viewpoint, bearer bonds left few taxable paper trails.

Registered bonds have always been more secure. Companies keep records associated bondholders’ names with specific serial numbers. Registered certificates usually show the names of owners on the front. Owners may normally sell bonds to anyone they wish, but they must inform companies so clerks can transfer registration. Companies forward interest payments and principal to registered bond holders. On the flip side, registration shifts the responsibility for paper work to companies. Tax collectors like registered bonds because they can trace taxable income more easily.

Early bonds were usually bearer bonds. Registered bonds started increasing in popularity in the 1880s and dominated the scene by 1909. Over the next half century, corporations gradually abandoned bearer bonds. Curiously, local and regional governments in the U.S. continued to use bearer bonds until the U.S. Internal Revenue Service outlawed their use after 1982.

Appearances. The format and appearances of registered and bearer bonds was a matter of corporate decision. Designs followed no set rules. From the 1880s forward, bearer bonds normally had coupons attached and were normally printed in vertical format. During that period, registered bonds normally assumed a horizontal format and did not carry coupons. The American Bank Note Company normally designed their bonds so the word "Registered" appeared in a colored underprint. Beware that there was no set rule.

Bearer bond from The Blue Ridge Railroad Company, 1869.
Registered bond from the Carolina Clinchfield and Ohio Railway, 1908

 

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