Pennsylvania § 8401 Duty of issuer to register transfer

Pennsylvania Statutes

§ 8401 — Duty of issuer to register transfer

Pennsylvania § 8401

Title 13COMMERCIAL CODE

Ch. 84REGISTRATION

This text of Pennsylvania § 8401 (Duty of issuer to register transfer) is published on Counsel Stack Legal Research, covering Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

13 Pa. Cons. Stat. § 8401 (2026).

Text

(a)General rule.--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 8402);

(4)any applicable law relating to the collection of taxes has been complied with;

(5)the transfer

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(a) General rule.--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 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 8204 (relating to effect of issuer's restriction on transfer);

(6) a demand that the issuer not register transfer has not become effective under section 8403 (relating to demand that issuer not register transfer) or the issuer has complied with section 8403(b) but no legal process or indemnity bond is obtained as provided in section 8403(d); and

(7) the transfer is in fact rightful or is to a protected purchaser.

(b) Liability for failure or delay in registration.--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.