§ 11-8-307. Purchaser’s Right to Requisites for Registration of Transfer
Unless otherwise agreed, the transferor of a security on due demand shall supply the purchaser with proof of authority to transfer or with any other requisite necessary to obtain registration of the transfer of the security, but if the transfer is not for value, a transferor need not comply unless the purchaser pays the necessary […]
§ 11-8-401. Duty of Issuer to Register Transfer
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: Under the terms of the security the person seeking registration […]
§ 11-8-103. 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, […]
§ 11-8-203. Staleness as Notice of Defect or Defense
After an act or event, other than a call that has been revoked, creating a right to immediate performance of the principal obligation represented by a certificated security or setting a date on or after which the security is to be presented or surrendered for redemption or exchange, a purchaser is charged with notice of […]
§ 11-8-104. Acquisition of Security or Financial Asset or Interest Therein
A person acquires a security or an interest therein, under this article, if: The person is a purchaser to whom a security is delivered pursuant to Code Section 11-8-301; or The person acquires a security entitlement to the security pursuant to Code Section 11-8-501. A person acquires a financial asset, other than a security, or […]
§ 11-8-105. 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, […]
§ 11-8-106. 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 indorsed to the purchaser or in blank by an effective indorsement; […]
§ 11-8-107. Whether Indorsement, Instruction, or Entitlement Order Is Effective
“Appropriate person” means: With respect to an indorsement, the person specified by a security certificate or by an effective special indorsement 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), […]
§ 11-8-108. Warranties in Direct Holding
A person who transfers a certificated security to a purchaser for value warrants to the purchaser, and an indorser, if the transfer is by indorsement, warrants to any subsequent purchaser, that: The certificate is genuine and has not been materially altered; The transferor or indorser does not know of any fact that might impair the […]
§ 11-8-109. 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 […]