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1Scan for outdated or missing drivers - takes under a minute2Repair Windows errors before they cause bigger problems3Fix the driver behind crashes, sound loss and screen glitchesA depositary receipt (DR) is a tradable security that represents shares of a company held by a depositary bank or its local custodian in the company’s home country. An ordinary share is the company’s underlying equity security itself. A DR can make an overseas company easier to trade in another market, but it introduces a depositary arrangement, a conversion ratio, specific fees and procedures, and rights that may differ from direct share ownership.
The practical question is not simply whether a DR and an ordinary share refer to the same company. It is how the structure changes what you hold, where it trades, how dividends and voting are handled, what you pay, and how you can convert or exit the investment.
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What is a depositary receipt?
A depositary receipt is a negotiable instrument issued under a depositary program. The program holds shares of a non-local company with a depositary bank or a custodian in the issuer’s home market. The receipt represents an interest in those deposited shares and can trade in a different market from the ordinary shares.
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In common usage, “depositary receipt” and “depositary share” are often treated as interchangeable. J.P. Morgan’s glossary distinguishes them technically: the receipt is the certificate, while the depositary share is the instrument traded by investors. In ordinary brokerage conversations, both terms generally describe the listed or quoted security representing the deposited stock.
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American depositary receipts
An American depositary receipt (ADR) is a depositary receipt made available in the United States. The U.S. Securities and Exchange Commission (SEC) describes an ADR as “a security that represents shares of non-U.S. companies that are held by a U.S. depositary bank outside the United States.” ADRs normally trade in U.S. dollars and settle through U.S. market infrastructure, although the underlying company and its shares remain connected to a foreign market and currency.
The receipt-to-share ratio
One receipt does not necessarily equal one ordinary share. A program can represent:
- one ordinary share with one receipt;
- several ordinary shares with one receipt; or
- a fraction of an ordinary share with one receipt.
The ratio affects the quoted price. If one ADR represents two ordinary shares, an ADR’s approximate value before market effects would be twice the home-market share price after converting currencies. If one ADR represents one-quarter of a share, its value would be roughly one-quarter of the converted ordinary-share price. Exchange rates, local and U.S. trading hours, supply and demand, taxes and fees can cause the prices to diverge.
How the depositary structure works
- Shares are deposited. The issuer or an investor places the relevant ordinary shares with the depositary bank or its appointed custodian under the program’s documents.
- Receipts are issued. The depositary issues receipts representing the deposited shares, using the program’s stated ratio.
- Receipts trade. Investors buy and sell the receipts in the market where the program is available. For ADRs, that may be over the counter or on a U.S. exchange, depending on the program.
- The depositary administers services. It keeps records, processes dividends, sends shareholder communications and, where provided, collects voting instructions.
- Receipts can sometimes be surrendered. Subject to the deposit agreement, fees, taxes, available shares and operational requirements, a holder may cancel receipts and request delivery of the represented ordinary shares.
The ability to receive shares is a program right, not an automatic promise of immediate delivery under every circumstance. The deposit agreement controls notice periods, minimum amounts, documentation, taxes, fees and any limits that apply.
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Depositary receipts versus ordinary shares
| Dimension | Depositary receipt | Ordinary share |
|---|---|---|
| What you hold | A receipt representing an interest in deposited underlying shares | The issuer’s underlying equity security |
| Typical trading venue | A market outside the issuer’s home market; an ADR may trade in the United States | Usually the issuer’s home-market exchange or trading venue |
| Trading currency | The currency of the receipt market; ADRs generally trade in U.S. dollars | Usually the home-market currency |
| Price relationship | Based on the ordinary-share price, exchange rate and receipt-to-share ratio, plus market effects | Quoted directly in the home market and local currency |
| Dividend administration | The depositary receives or processes the dividend and passes it on under program terms, often after deductions | The issuer or local registrar pays the shareholder under home-market procedures |
| Voting and communications | Handled through depositary procedures; the extent and deadlines depend on the agreement | Governed directly by the share’s terms, issuer law and home-market processes |
| Conversion | Cancellation or withdrawal follows the deposit agreement and may involve charges, taxes and operational conditions | Normally no receipt-conversion step is needed to hold or sell the share in its home market |
| Costs | Depositary service, cancellation, currency-conversion or transaction fees may apply, in addition to brokerage costs | Local brokerage, exchange, custody, tax and other market charges may apply |
These are structural distinctions, not guarantees for every security. The exact rights, fees and procedures come from the particular program documents and the law of the relevant jurisdictions.
What rights does a receipt holder have?
Economic interest
A receipt generally gives the holder an economic interest linked to the represented shares. That can include a right to receive dividends after the depositary handles currency conversion, taxes and permitted expenses. The amount you receive may therefore differ from the issuer’s announced dividend per ordinary share.
Voting
Voting is not identical across programs. In a sponsored program, the issuer and depositary have a direct agreement covering recordkeeping, communications, dividend payments and related services. The depositary may ask holders for voting instructions and then act according to the agreement. Deadlines can be earlier than the issuer’s home-market deadline, and some matters may not be passed through in the same way as for direct shareholders.
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Information and corporate actions
The depositary is the channel for notices about meetings, dividends, splits, rights offerings and other corporate actions covered by the program. Read the notice carefully: a corporate action may require an election by a deadline, may be subject to local restrictions, or may be paid in cash rather than delivered in the same form as a direct shareholder would receive.
ADR program levels and what they indicate
The SEC’s investor bulletin describes three broad ADR levels. The descriptions below come from that August 17, 2012 bulletin; they are an educational framework, not a substitute for checking current filings and rules.
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| Level | General description in the SEC bulletin | Capital raising |
|---|---|---|
| Level 1 | Over-the-counter trading presence | Not a capital-raising program |
| Level 2 | Exchange-listed trading presence | Not a capital-raising program |
| Level 3 | Trading presence with the ability to raise capital for the foreign issuer | May raise capital |
A program’s level does not by itself tell you whether it is suitable, liquid, cheap or easy to convert. Confirm the current listing, reporting status, deposit agreement and fees for the specific ADR.
Fees and the cost of convenience
A DR can simplify access to a foreign company, but the depositary arrangement is not free. Potential charges include:
- depositary or custody service fees;
- fees deducted from dividend payments;
- currency-conversion charges;
- voting or corporate-action processing fees;
- creation, cancellation or withdrawal fees; and
- ordinary brokerage, settlement and market charges.
The amount and timing are program-specific. Some fees are charged directly to a brokerage account; others are deducted from distributions. Before trading, ask your broker for its current fee schedule and read the ADR’s registration statement, deposit agreement and fee schedule. Do not rely on historical fee examples as current prices.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.Risks that remain after a foreign share is packaged as a DR
Company and market risk
A DR still represents an ownership interest in the foreign company. Its business performance, debt, competition, governance and share-price volatility remain relevant. The receipt format does not reduce the risk of losing money.
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Currency exposure
An ADR may be quoted in U.S. dollars, but the company earns revenue, reports results and has its ordinary shares valued in a foreign currency. A change in the exchange rate can affect the ADR’s dollar value and the dollar value of dividends. Dollar trading removes the need to place a foreign-currency order yourself; it does not remove currency exposure from the investment.
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Disclosure differences
Non-U.S. companies can have disclosure obligations that differ from those of U.S. public companies. Apart from applicable annual reporting requirements, information may follow home-country rules and may not be as extensive or directly comparable with U.S. filings. Check what reports are available, in which language, and under which accounting framework.
Country and political conditions
Political, economic and social conditions in the issuer’s home country can affect operations, market access, taxation, capital controls and the price of both the ordinary share and the receipt. Trading or settlement can also be disrupted by local-market holidays, sanctions or changes in regulation.
Liquidity and program risk
Some receipts trade infrequently. A wide bid-ask spread, a temporary halt, a program termination or difficulty obtaining underlying shares can make an apparently simple trade harder to execute. Review recent trading activity and the program’s termination and cancellation provisions.
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What to check before buying a DR
- Identify the instrument. Confirm the ticker, exchange or quotation venue, depositary bank, issuer’s home country and whether the program is sponsored or unsponsored.
- Verify the ratio. Find the number of ordinary shares, or fraction of a share, represented by one receipt. Use that ratio when comparing prices.
- Read the deposit agreement. Look for dividend treatment, voting procedures, corporate-action deadlines, cancellation rights, delivery requirements and termination clauses.
- Calculate total costs. Ask the broker about purchase and sale commissions, custody charges, depositary fees, dividend deductions, currency conversion and cancellation or withdrawal charges.
- Review issuer information. Read the company’s available filings and reports, and note differences in reporting standards, language, frequency and regulatory oversight.
- Assess the home market. Consider currency, taxes, political and economic conditions, capital controls, settlement conventions and market holidays.
- Check broker protection and access. Investor.gov notes that ADRs can be purchased through a U.S. broker. If you deal directly with a foreign broker that is not registered with the SEC, you may not receive the same protections and might need to rely on remedies in the company’s home country.
- Use a limit order when appropriate. For a thinly traded receipt, a limit order can help control the price you pay or receive, though it does not guarantee execution.
How to compare a DR price with the ordinary share
Use this basic calculation:
Estimated receipt value = ordinary-share price × shares represented per receipt ÷ (home-currency units per receipt-market currency)
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Scan for outdated or missing drivers - takes under a minuteDriver Scan →Repair Windows errors before they cause bigger problemsFix Now →For example, if one receipt represents two ordinary shares, the ordinary share trades at 50 units of its home currency, and one receipt-market dollar equals 10 home-currency units, the converted value is approximately $10 before fees and market differences: (50 × 2) ÷ 10. If the ratio instead represents one-quarter of a share, the same calculation uses 0.25. The actual quote can differ because the two markets trade at different times and because investors price liquidity, taxes, fees and supply and demand.
Historical scale and current verification
The SEC’s August 17, 2012 investor bulletin reported more than 2,000 ADRs representing companies in more than 70 countries. That is a 2012 figure, not a current market count. Programs open, change level, terminate or alter their terms, so verify present availability and legal requirements in current filings and the specific deposit agreement.
Bottom line for investors
An ordinary share is the underlying equity security; a depositary receipt is a market-specific claim representing deposited ordinary shares. The receipt can provide a familiar trading venue, currency and settlement process, but it adds a ratio, a depositary intermediary, program fees and procedures for dividends, voting and conversion. Compare the two only after checking the ratio and total costs, then read the program documents and evaluate the foreign company and home-market risks just as you would for any equity investment.
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