New York § 8-401 Duty of Issuer to Register Transfer

New York Statutes

§ 8-401 — Duty of Issuer to Register Transfer

New York § 8-401

Law UCCUniform Commercial Code

Part 4Registration

Art. 8Investment Securities

This text of New York § 8-401 (Duty of Issuer to Register Transfer) is published on Counsel Stack Legal Research, covering New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

N.Y. Uniform Commercial Code § 8-401 (2026).

Text

Section 8--401. Duty of Issuer to Register Transfer.\n  (a) If a certificated security in registered form is presented to an\nissuer with a request to register transfer or an instruction is\npresented to an issuer with a request to register transfer of an\nuncertificated security, the issuer shall register the transfer as\nrequested if:\n       (1) under the terms of the security the person seeking\n           registration of transfer is eligible to have the security\n           registered in its name;\n       (2) the indorsement or instruction is made by the appropriate\n           person or by an agent who has actual authority to act on\n           behalf of the appropriate person;\n       (3) reasonable assurance is given that the indorsement or\n           instruction is genuine and au

Free access — add to your briefcase to read the full text and ask questions with AI

Section 8--401. Duty of Issuer to Register Transfer.\n (a) If a certificated security in registered form is presented to an\nissuer with a request to register transfer or an instruction is\npresented to an issuer with a request to register transfer of an\nuncertificated security, the issuer shall register the transfer as\nrequested if:\n (1) under the terms of the security the person seeking\n registration of transfer is eligible to have the security\n registered in its name;\n (2) the indorsement or instruction is made by the appropriate\n person or by an agent who has actual authority to act on\n behalf of the appropriate person;\n (3) reasonable assurance is given that the indorsement or\n instruction is genuine and authorized (Section 8--402);\n (4) any applicable law relating to the collection of taxes has\n been complied with;\n (5) the transfer does not violate any restriction on transfer\n imposed by the issuer in accordance with Section 8--204;\n (6) a demand that the issuer not register transfer has not become\n effective under Section 8--403, or the issuer has complied\n with Section 8--403(b) but no legal process or indemnity bond\n is obtained as provided in Section 8--403(d); and\n (7) the transfer is in fact rightful or is to a protected\n purchaser.\n (b) If an issuer is under a duty to register a transfer of a security,\nthe issuer is liable to a person presenting a certificated security or\nan instruction for registration or to the person's principal for loss\nresulting from unreasonable delay in registration or failure or refusal\nto register the transfer.\n