678.2091 – Issuer’s lien.
678.2091 Issuer’s lien.—A lien in favor of an issuer upon a certificated security is valid against a purchaser only if the right of the issuer to the lien is noted conspicuously on the security certificate. History.—s. 2, ch. 98-11.
678.2101 – Overissue.
678.2101 Overissue.— (1) In this section, “overissue” means the issue of securities in excess of the amount the issuer has corporate power to issue, but an overissue does not occur if appropriate action has cured the overissue. (2) Except as otherwise provided in subsections (3) and (4), the provisions of this chapter which validate a security or compel […]
678.3011 – Delivery.
678.3011 Delivery.— (1) Delivery of a certificated security to a purchaser occurs when: (a) The purchaser acquires possession of the security certificate; (b) Another person, other than a securities intermediary, either acquires possession of the security certificate on behalf of the purchaser or, having previously acquired possession of the certificate, acknowledges that it holds for the purchaser; or (c) A […]
678.3021 – Rights of purchaser.
678.3021 Rights of purchaser.— (1) Except as otherwise provided in subsections (2) and (3), a purchaser of a certificated or uncertificated security acquires all rights in the security that the transferor had or had power to transfer. (2) A purchaser of a limited interest acquires rights only to the extent of the interest purchased. (3) A purchaser of a […]
678.3031 – Protected purchaser.
678.3031 Protected purchaser.— (1) “Protected purchaser” means a purchaser of a certificated or uncertificated security, or of an interest therein, who: (a) Gives value. (b) Does not have notice of any adverse claim to the security. (c) Obtains control of the certificated or uncertificated security. (2) In addition to acquiring the rights of a purchaser, a protected purchaser also acquires its […]
678.3041 – Indorsement.
678.3041 Indorsement.— (1) An indorsement may be in blank or special. An indorsement in blank includes an indorsement to bearer. A special indorsement specifies to whom a security is to be transferred or who has power to transfer it. A holder may convert a blank indorsement to a special indorsement. (2) An indorsement purporting to be only of […]
678.3051 – Instruction.
678.3051 Instruction.— (1) If an instruction has been originated by an appropriate person but is incomplete in any other respect, any person may complete it as authorized and the issuer may rely on it as completed, even though it has been completed incorrectly. (2) Unless otherwise agreed, a person initiating an instruction assumes only the obligations imposed by […]
678.1171 – Application of ch. 98-11.
678.1171 Application of ch. 98-11.— (1) This act does not affect an action or proceeding commenced before this act takes effect. (2) If a security interest in a security is perfected at the date this act takes effect, and the action by which the security interest was perfected would suffice to perfect a security interest under this act, […]
678.3061 – Effect of guaranteeing signature, indorsement, or instruction.
678.3061 Effect of guaranteeing signature, indorsement, or instruction.— (1) A person who guarantees a signature of an indorser of a security certificate warrants that at the time of signing: (a) The signature was genuine. (b) The signer was an appropriate person to indorse, or if the signature is by an agent, the agent had actual authority to act on […]
678.2011 – Issuer.
678.2011 Issuer.— (1) With respect to an obligation on or a defense to a security, an “issuer” includes a person that: (a) Places or authorizes the placing of its name on a security certificate, other than as authenticating trustee, registrar, transfer agent, or the like, to evidence a share, participation, or other interest in its property or in […]