Ohio § 1308.40 Wrongful registration - UCC 8-404

Ohio Statutes

§ 1308.40 — Wrongful registration - UCC 8-404

Ohio § 1308.40

Title 13Commercial Transactions

Ch. 1308Investment Securities

This text of Ohio § 1308.40 (Wrongful registration - UCC 8-404) is published on Counsel Stack Legal Research, covering Ohio primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Ohio Rev. Code Ann. § 1308.40 (2026).

Text

(A)Except as otherwise provided in section1308.41of the Revised Code. An issuer is liable for wrongful registration of transfer if the issuer has registered a transfer of a security to a person not entitled to it, and the transfer was registered:

(1)Pursuant to an ineffective indorsement or instruction;

(2)After a demand that the issuer not register transfer became effective under division (A) of section1308.39of the Revised Code and the issuer did not comply with division (B) of that section;

(3)After the issuer had been served with an injunction, restraining order, or other legal process enjoining it from registering the transfer, issued by a court of competent jurisdiction, and the issuer had a reasonable opportunity to act on the injunction, restraining order, or other legal pro

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(A) Except as otherwise provided in section1308.41of the Revised Code. An issuer is liable for wrongful registration of transfer if the issuer has registered a transfer of a security to a person not entitled to it, and the transfer was registered:

(1) Pursuant to an ineffective indorsement or instruction;

(2) After a demand that the issuer not register transfer became effective under division (A) of section1308.39of the Revised Code and the issuer did not comply with division (B) of that section;

(3) After the issuer had been served with an injunction, restraining order, or other legal process enjoining it from registering the transfer, issued by a court of competent jurisdiction, and the issuer had a reasonable opportunity to act on the injunction, restraining order, or other legal process; or

(4) By an issuer acting in collusion with the wrongdoer.

(B) An issuer that is liable for wrongful registration of transfer under division (A) of this section on demand shall provide the person entitled to the security with a like certificated or uncertificated security, and any payments or distributions that the person did not receive as a result of the wrongful registration. If an overissue would result, the issuer's liability to provide the person with a like security is governed by section1308.03of the Revised Code.

(C) Except as otherwise provided in division (A) of this section or in a law relating to the collection of taxes, an issuer is not liable to an owner or other person suffering loss as a result of the registration of a transfer of a security if registration was made pursuant to an effective indorsement or instruction.