§ 8-401. Duty of issuer to register transfer.

249 words·~1 min read·/de/title-6/chapter-8/8-401

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(a)If a certificated security in registered form is presented to an issuer with a request to register transfer or an instruction is presented to an issuer with a request to register transfer of an uncertificated security, the issuer shall register the transfer as requested if:

(1)under the terms of the security the person seeking registration of transfer is eligible to have the security registered in its name;

(2)the endorsement or instruction is made by the appropriate person or by an agent who has actual authority to act on behalf of the appropriate person;

(3)reasonable assurance is given that the endorsement or instruction is genuine and authorized (Section 8-402);

(4)any applicable law relating to the collection of taxes has been complied with;

(5)the transfer does not violate any restriction on transfer imposed by the issuer in accordance with Section 8-204;

(6)a demand that the issuer not register transfer has not become effective under Section 8-403, or the issuer has complied with Section 8-403(b) but no legal process or indemnity bond is obtained as provided in Section 8-403(d); and

(7)the transfer is in fact rightful or is to a protected purchaser.

(b)If an issuer is under a duty to register a transfer of a security, the issuer is liable to a person presenting a certificated security or an instruction for registration or to the person’s principal for loss resulting from unreasonable delay in registration or failure or refusal to register the transfer.