678.1011 – Short title.

678.1011 Short title.—Chapter 678 may be cited as “Uniform Commercial Code—Investment Securities.” History.—s. 1, ch. 98-11.

678.1021 – Definitions.

678.1021 Definitions.— (1) In this chapter: (a) “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. (b) “Bearer form,” as applied to a certificated security, means a form […]

678.1031 – Rules for determining whether certain obligations and interests are securities or financial assets.

678.1031 Rules for determining whether certain obligations and interests are securities or financial assets.— (1) A share or similar equity interest issued by a corporation, business trust, joint stock company, or similar entity is a security. (2) An “investment company security” is a security. “Investment company security” means a share or similar equity interest issued by an entity […]

678.1041 – Acquisition of security or financial asset or interest therein.

678.1041 Acquisition of security or financial asset or interest therein.— (1) A person acquires a security or an interest therein, under this chapter, if: (a) The person is a purchaser to whom a security is delivered pursuant to s. 678.3011; or (b) The person acquires a security entitlement to the security pursuant to s. 678.5011. (2) A person acquires a […]

678.1051 – Notice of adverse claim.

678.1051 Notice of adverse claim.— (1) A person has notice of an adverse claim if: (a) The person knows of the adverse claim; (b) 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 (c) The […]

678.1061 – Control.

678.1061 Control.— (1) A purchaser has “control” of a certificated security in bearer form if the certificated security is delivered to the purchaser. (2) A purchaser has “control” of a certificated security in registered form if the certificated security is delivered to the purchaser, and: (a) The certificate is indorsed to the purchaser or in blank by an effective […]

678.1071 – Whether indorsement, instruction, or entitlement order is effective.

678.1071 Whether indorsement, instruction, or entitlement order is effective.— (1) “Appropriate person” means: (a) With respect to an indorsement, the person specified by a security certificate or by an effective special indorsement to be entitled to the security; (b) With respect to an instruction, the registered owner of an uncertificated security; (c) With respect to an entitlement order, the entitlement […]

678.1081 – Warranties in direct holding.

678.1081 Warranties in direct holding.— (1) 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: (a) The certificate is genuine and has not been materially altered. (b) The transferor or indorser does not know of any fact […]

678.1091 – Warranties in indirect holding.

678.1091 Warranties in indirect holding.— (1) A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary that: (a) 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. (b) There is no […]

678.1101 – Applicability; choice of law.

678.1101 Applicability; choice of law.— (1) The local law of the issuer’s jurisdiction, as specified in subsection (4), governs: (a) The validity of a security. (b) The rights and duties of the issuer with respect to registration of transfer. (c) The effectiveness of registration of transfer by the issuer. (d) Whether the issuer owes any duties to an adverse claimant to […]

678.1111 – Clearing corporation rules.

678.1111 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. History.—s. 1, ch. 98-11.

678.1121 – Creditor’s legal process.

678.1121 Creditor’s legal process.— (1) 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 (4). However, a certificated security for which the certificate has been surrendered to the issuer […]

678.1131 – Statute of frauds inapplicable.

678.1131 Statute of frauds inapplicable.—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 year of its […]

678.1141 – Evidentiary rules concerning certificated securities.

678.1141 Evidentiary rules concerning certificated securities.—The following rules apply in an action on a certificated security against the issuer: (1) Unless specifically denied in the pleadings, each signature on a security certificate or in a necessary indorsement is admitted. (2) If the effectiveness of a signature is put in issue, the burden of establishing effectiveness is on the […]

678.1151 – Securities intermediary and others not liable to adverse claimant.

678.1151 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 […]

678.1161 – Securities intermediary as purchaser for value.

678.1161 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 […]

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, […]