§ 47-8401 — 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 in accordance with section 47-8402;

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 47-8204;

6. A demand that the issuer not register transfer has not become effective under section 47-8403, or the issuer has complied with section 47-8403, subsection B but no legal process or indemnity bond is obtained as provided in section 47-8403, subsection 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.