Duty of issuer to register transfer (§ 8.8A-401)

§ 8.8A-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 endorsement 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 endorsement or instruction is genuine and authorized (§ 8.8A-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 § 8.8A-204;

6. a demand that the issuer not register transfer has not become effective under § 8.8A-403, or the issuer has complied with § 8.8A-403 (b) but no legal process or indemnity bond is obtained as provided in § 8.8A-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.