11-8-401. Duty of issuer to register transfer.
251 words·~1 min read·
/ga/title-11-commercial-code/part-4-registration/11-8-401·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
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:
Under the terms of the security the person seeking registration of transfer is eligible to have the security registered in its name;
The indorsement or instruction is made by the appropriate person or by an agent who has actual authority to act on behalf of the appropriate person;
Reasonable assurance is given that the indorsement or instruction is genuine and authorized (Code Section 11-8-402);
Any applicable law relating to the collection of taxes has been complied with;
The transfer does not violate any restriction on transfer imposed by the issuer in accordance with Code Section 11-8-204;
A demand that the issuer not register transfer has not become effective under Code Section 11-8-403, or the issuer has complied with subsection
(b)of Code Section 11-8-403 but no legal process or indemnity bond is obtained as provided in subsection
(d)of Code Section 11-8-403; and
The transfer is in fact rightful or is to a protected purchaser.
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.