§ 4-8-401 — 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 4-8-402);

(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 4-8-204;

(6) A demand that the issuer not register transfer has not become effective
under section 4-8-403, or the issuer has complied with section 4-8-403 (b) but no
legal process or indemnity bond is obtained as provided in section 4-8-403 (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.

Legislative History

Source: L. 96: Entire article R&RE, p. 223, � 2, effective July 1.