Section 400.8-401

Title XXVI TRADE AND COMMERCE

Chapter 400

Effective - 28 Aug 1997   

  400.8-401.  Duty of issuer to register transfer. — (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 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;

  (3)  Reasonable assurance is given that the indorsement or instruction is genuine and authorized (section 400.8-402);

  (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 400.8-204;

  (6)  A demand that the issuer not register transfer has not become effective under section 400.8-403, or the issuer has complied with section 400.8-403(b) but no legal process or indemnity bond is obtained as provided in section 400.8-403(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.

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(L. 1963 p. 503 § 8-401, A.L. 1992 S.B. 448, A.L. 1997 S.B. 6)