§ 554.8403 — Demand that issuer not register transfer

Iowa § 554.8403

• Jurisdiction: Iowa
• Title XIII: COMMERCE
• Ch. 554: UNIFORM COMMERCIAL CODE

Text

1. A person who is an appropriate person to make an indorsement or originate an
instruction may demand that the issuer not register transfer of a security by communicating
to the issuer a notification that identifies the registered owner and the issue of which the
security is a part and provides an address for communications directed to the person making
the demand. The demand is effective only if it is received by the issuer at a time and in a
manner affording the issuer reasonable opportunity to act on it.
2. 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 after a demand that the issuer not register transfer has
become effective, the issuer shall promptly communicate to the person who initiated the
demand at the address provided in the demand and the person who presented the security

for registration of transfer or initiated the instruction requesting registration of transfer a
notification stating that:
a. thecertificatedsecurityhasbeenpresentedforregistrationoftransferortheinstruction
for registration of transfer of the uncertificated security has been received;
b. a demand that the issuer not register transfer had previously been received; and
c. the issuer will withhold registration of transfer for a period of time stated in the
notification in order to provide the person who initiated the demand an opportunity to obtain
legal process or an indemnity bond.
3. The period described in subsection 2, paragraph “c”, may not exceed thirty days after
the date of communication of the notification. A shorter period may be specified by the issuer
if it is not manifestly unreasonable.
4. An issuer is not liable to a person who initiated a demand that the issuer not register
transfer for any loss the person suffers as a result of registration of a transfer pursuant to an
effective indorsement or instruction if the person who initiated the demand does not, within
the time stated in the issuer’s communication, either:
a. obtain an appropriate restraining order, injunction, or other process from a court of
competent jurisdiction enjoining the issuer from registering the transfer; or
b. file with the issuer an indemnity bond, sufficient in the issuer’s judgment to protect the
issuer and any transfer agent, registrar, or other agent of the issuer involved from any loss it
or they may suffer by refusing to register the transfer.
5. This section does not relieve an issuer from liability for registering transfer pursuant
to an indorsement or instruction that was not effective.

Legislative History

[C66, 71, 73, 75, 77, 79, 81, §554.8403]