§ 8—101. Short title

§ 8—101. Short title This Article may be cited as the Uniform Commercial Code—Investment Securities. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

§ 8—102. Definitions

§ 8—102. Definitions (a) In this article: (1) “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. (2) “Bearer form,” as applied to a […]

§ 8—103. Rules for determining whether certain obligations and interests are securities or financial assets

§ 8—103. Rules for determining whether certain obligations and interests are securities or financial assets (a) A share or similar equity interest issued by a corporation, business trust, joint stock company, or similar entity is a security. (b) An “investment company security” is a security. “Investment company security” means a share or similar equity interest […]

§ 8—104. Acquisition of security or financial asset or interest therein

§ 8—104. Acquisition of security or financial asset or interest therein (a) A person acquires a security or an interest therein, under this article, if: (1) the person is a purchaser to whom a security is delivered pursuant to section 8—301 of this title; or (2) the person acquires a security entitlement to the security […]

§ 8—105. Notice of adverse claim

§ 8—105. Notice of adverse claim (a) A person has notice of an adverse claim if: (1) the person knows of the adverse claim; (2) 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 […]

§ 8—106. Control

§ 8—106. Control (a) A purchaser has “control” of a certificated security in bearer form if the certificated security is delivered to the purchaser. (b) A purchaser has “control” of a certificated security in registered form if the certificated security is delivered to the purchaser, and: (1) the certificate is indorsed to the purchaser or […]

§ 8—107. Whether indorsement, instruction, or entitlement order is effective

§ 8—107. Whether indorsement, instruction, or entitlement order is effective (a) “Appropriate person” means: (1) with respect to an indorsement, the person specified by a security certificate or by an effective special indorsement to be entitled to the security; (2) with respect to an instruction, the registered owner of an uncertificated security; (3) with respect […]

§ 8—108. Warranties in direct holding

§ 8—108. Warranties in direct holding (a) 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: (1) the certificate is genuine and has not been materially altered; (2) the transferor or indorser does […]

§ 8—109. Warranties in indirect holding

§ 8—109. Warranties in indirect holding (a) A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary that: (1) 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 […]

§ 8—110. Applicability; choice of law

§ 8—110. Applicability; choice of law (a) The local law of the issuer’s jurisdiction, as specified in subsection (d) of this section, governs: (1) the validity of a security; (2) the rights and duties of the issuer with respect to registration of transfer; (3) the effectiveness of registration of transfer by the issuer; (4) whether […]

§ 8—111. Clearing corporation rules

§ 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 article and affects another party who does not consent to the rule. (Added 1995, No. 92 (Adj. Sess.), § […]

§ 8—112. Creditor’s legal process

§ 8—112. Creditor’s legal process (a) 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) of this section. However, a certificated security for which the certificate […]

§ 8—113. Statute of frauds inapplicable

§ 8—113. 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 […]

§ 8—114. Evidentiary rules concerning certificated securities

§ 8—114. 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 […]

§ 8—115. Securities intermediary and others not liable to adverse claimant

§ 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 […]

§ 8—116. Securities intermediary as purchaser for value

§ 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 […]

§ 8—201. Issuer

§ 8—201. Issuer (a) With respect to an obligation on or a defense to a security, an “issuer” includes a person that: (1) 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 […]

§ 8—202. Issuer’s responsibility and defenses; notice of defect or defense

§ 8—202. Issuer’s responsibility and defenses; notice of defect or defense (a) Even against a purchaser for value and without notice, the terms of a certificated security include terms stated on the certificate and terms made part of the security by reference on the certificate to another instrument, indenture, or document or to a constitution, […]

§ 8—203. Staleness as notice of defect or defense

§ 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 […]

§ 8—204. Effect of issuer’s restriction on transfer

§ 8—204. Effect of issuer’s restriction on transfer A restriction on transfer of a security imposed by the issuer, even if otherwise lawful, is ineffective against a person without knowledge of the restriction unless: (1) the security is certificated and the restriction is noted conspicuously on the security certificate; or (2) the security is uncertificated […]