§ 47-8-101. Short Title
This chapter may be cited as Uniform Commercial Code — Investment Securities.
§ 47-8-102. Definitions
In this chapter: “Adverse claim” means a claim that a claimant has a property interest in a financial asset and that it is a violation of the rights of the claimant for another person to hold, transfer, or deal with the financial asset. “Bearer form”, as applied to a certificated security, means a form in […]
§ 47-8-103. Rules for Determining Whether Certain Obligations and Interests Are Securities or Financial Assets
A share or similar equity interest issued by a corporation, business trust, joint stock company, or similar entity is a security. An “investment company security” is a security. “Investment company security” means a share or similar equity interest issued by an entity that is registered as an investment company under the federal investment company laws, […]
§ 47-8-104. Acquisition of Security or Financial Asset or Interest Therein
A person acquires a security or an interest therein, under this chapter, if: the person is a purchaser to whom a security is delivered pursuant to § 47-8-301; or the person acquires a security entitlement to the security pursuant to § 47-8-501. A person acquires a financial asset, other than a security, or an interest […]
§ 47-8-105. Notice of Adverse Claim
A person has notice of an adverse claim if: the person knows of the adverse claim; the person is aware of facts sufficient to indicate that there is a significant probability that the adverse claim exists and deliberately avoids information that would establish the existence of the adverse claim; or the person has a duty, […]
§ 47-8-106. Control
A purchaser has “control” of a certificated security in bearer form if the certificated security is delivered to the purchaser. A purchaser has “control” of a certificated security in registered form if the certificated security is delivered to the purchaser, and: the certificate is endorsed to the purchaser or in blank by an effective endorsement; […]
§ 47-8-107. Whether Endorsement, Instruction, or Entitlement Order Is Effective
“Appropriate person” means: with respect to an endorsement, the person specified by a security certificate or by an effective special endorsement to be entitled to the security; with respect to an instruction, the registered owner of an uncertificated security; with respect to an entitlement order, the entitlement holder; if the person designated in paragraph (1), […]
§ 47-8-108. Warranties in Direct Holding
A person who transfers a certificated security to a purchaser for value warrants to the purchaser, and an endorser, if the transfer is by endorsement, warrants to any subsequent purchaser, that: the certificate is genuine and has not been materially altered; the transferor or endorser does not know of any fact that might impair the […]
§ 47-8-109. Warranties in Indirect Holding
A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary that: the entitlement order is made by an appropriate person, or if the entitlement order is by an agent, the agent has actual authority to act on behalf of the appropriate person; and there is no adverse claim to […]
§ 47-8-110. Applicability — Choice of Law
The local law of the issuer’s jurisdiction, as specified in subsection (d), governs: the validity of a security; the rights and duties of the issuer with respect to registration of transfer; the effectiveness of registration of transfer by the issuer; whether the issuer owes any duties to an adverse claimant to a security; and whether […]
§ 47-8-111. Clearing Corporation Rules
A rule adopted by a clearing corporation governing rights and obligations among the clearing corporation and its participants in the clearing corporation is effective even if the rule conflicts with this chapter and affects another party who does not consent to the rule.
§ 47-8-112. Creditor’s Legal Process
The interest of a debtor in a certificated security may be reached by a creditor only by actual seizure of the security certificate by the officer making the attachment or levy, except as otherwise provided in subsection (d). However, a certificated security for which the certificate has been surrendered to the issuer may be reached […]
§ 47-8-113. Statute of Frauds Inapplicable
Notwithstanding the provisions of § 29-2-101, a contract or modification of a contract for the sale or purchase of a security is enforceable whether or not there is a writing signed or record authenticated by a party against whom enforcement is sought, even if the contract or modification is not capable of performance within one […]
§ 47-8-114. Evidentiary Rules Concerning Certificated Securities
The following rules apply in an action on a certificated security against the issuer: Unless specifically denied in the pleadings, each signature on a security certificate or in a necessary endorsement is admitted. If the effectiveness of a signature is put in issue, the burden of establishing effectiveness is on the party claiming under the […]
§ 47-8-115. Securities Intermediary and Others Not Liable to Adverse Claimant
A securities intermediary that has transferred a financial asset pursuant to an effective entitlement order, or a broker or other agent or bailee that has dealt with a financial asset at the direction of its customer or principal, is not liable to a person having an adverse claim to the financial asset, unless the securities […]
§ 47-8-116. Securities Intermediary as Purchaser for Value
A securities intermediary that receives a financial asset and establishes a security entitlement to the financial asset in favor of an entitlement holder is a purchaser for value of the financial asset. A securities intermediary that acquires a security entitlement to a financial asset from another securities intermediary acquires the security entitlement for value if […]