Code of Alabama - Title 7: Commercial Code - Article 8 - Investment Securities
- Part 1 Short Title and General Matters.
- Section 7-8-101 Short title
This article may be cited as Uniform Commercial Code - Investment Securities.
- Section 7-8-102 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...
- Section 7-8-103 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...
- Section 7-8-104 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...
- Section 7-8-105 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...
- Section 7-8-106 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...
- Section 7-8-107 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...
- Section 7-8-108 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...
- Section 7-8-109 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...
- Section 7-8-110 Applicability; choice of law
(a) The local law of the issuer's jurisdiction, as specified in subsection (d), governs: (1) the validity of a security; (2) the rights and duties...
- Section 7-8-111 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...
- Section 7-8-112 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...
- Section 7-8-113 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...
- Section 7-8-114 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...
- Section 7-8-115 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...
- Section 7-8-116 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...
- Part 2 Issue and Issuer.
- Section 7-8-201 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...
- Section 7-8-202 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...
- Section 7-8-203 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...
- Section 7-8-204 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...
- Section 7-8-205 Effect of unauthorized signature on security certificate
An unauthorized signature placed on a security certificate before or in the course of issue is ineffective, but the signature is effective in favor of...
- Section 7-8-206 Completion or alteration of security certificate
(a) If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect: (1) any person may...
- Section 7-8-207 Rights and duties of issuer with respect to registered owners
(a) Before due presentment for registration of transfer of a certificated security in registered form or of an instruction requesting registration of transfer of an...
- Section 7-8-208 Effect of signature of authenticating trustee, registrar, or transfer agent
(a) A person signing a security certificate as authenticating trustee, registrar, transfer agent, or the like, warrants to a purchaser for value of the certificated...
- Section 7-8-209 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...
- Section 7-8-210 Overissue
(a) In this section, "overissue" means the issue of securities in excess of the amount the issuer has corporate power to issue, but an overissue...
- Part 3 Transfer of Certificated and Uncertificated Securities.
- Part 4 Registration.
- Section 7-8-401 Duty of issuer to register transfer
(a) If a certificated security in registered form is presented to an issuer with a request to register transfer or an instruction is presented to...
- Section 7-8-402 Assurance that indorsement or instruction is effective
(a) An issuer may require the following assurance that each necessary indorsement or each instruction is genuine and authorized: (1) in all cases, a guaranty...
- Section 7-8-403 Demand that issuer not register transfer
(a) A person who is an appropriate person to make an indorsement or originate an instruction may demand that the issuer not register transfer of...
- Section 7-8-404 Wrongful registration
(a) Except as otherwise provided in Section 7-8-406, an issuer is liable for wrongful registration of transfer if the issuer has registered a transfer of...
- Section 7-8-405 Replacement of lost, destroyed, or wrongfully taken security certificate
(a) If an owner of a certificated security, whether in registered or bearer form, claims that the certificate has been lost, destroyed, or wrongfully taken,...
- Section 7-8-406 Obligation to notify issuer of lost, destroyed, or wrongfully taken security certificate
If a security certificate has been lost, apparently destroyed, or wrongfully taken, and the owner fails to notify the issuer of that fact within a...
- Section 7-8-407 Authenticating trustee, transfer agent, and registrar
A person acting as authenticating trustee, transfer agent, registrar, or other agent for an issuer in the registration of a transfer of its securities, in...
- Part 5 Security Entitlements.
- Section 7-8-501 Securities account; acquisition of security entitlement from securities intermediary
(a) "Securities account" means an account to which a financial asset is or may be credited in accordance with an agreement under which the person...
- Section 7-8-502 Assertion of adverse claim against entitlement holder
An action based on an adverse claim to a financial asset, whether framed in conversion, replevin, constructive trust, equitable lien, or other theory, may not...
- Section 7-8-503 Property interest of entitlement holder in financial asset held by securities intermediary
(a) To the extent necessary for a securities intermediary to satisfy all security entitlements with respect to a particular financial asset, all interests in that...
- Section 7-8-504 Duty of securities intermediary to maintain financial asset
(a) A securities intermediary shall promptly obtain and thereafter maintain a financial asset in a quantity corresponding to the aggregate of all security entitlements it...
- Section 7-8-505 Duty of securities intermediary with respect to payments and distributions
(a) A securities intermediary shall take action to obtain a payment or distribution made by the issuer of a financial asset. A securities intermediary satisfies...
- Section 7-8-506 Duty of securities intermediary to exercise rights as directed by entitlement holder
A securities intermediary shall exercise rights with respect to a financial asset if directed to do so by an entitlement holder. A securities intermediary satisfies...
- Section 7-8-507 Duty of securities intermediary to comply with entitlement order
(a) A securities intermediary shall comply with an entitlement order if the entitlement order is originated by the appropriate person, the securities intermediary has had...
- Section 7-8-508 Duty of securities intermediary to change entitlement holder's position to other form of security holding
A securities intermediary shall act at the direction of an entitlement holder to change a security entitlement into another available form of holding for which...
- Section 7-8-509 Specification of duties of securities intermediary by other statute or regulation; manner of performance of duties of securities intermediary and exercise of rights of entitlement holder
(a) If the substance of a duty imposed upon a securities intermediary by Sections 7-8-504 through 7-8-508 is the subject of other statute, regulation, or...
- Section 7-8-510 Rights of purchaser of security entitlement from entitlement holder
(a) In a case not covered by the priority rules in Article 9A or the rules stated in subsection (c), an action based on an...
- Section 7-8-511 Priority among security interests and entitlement holders
(a) Except as otherwise provided in subsections (b) and (c), if a securities intermediary does not have sufficient interests in a particular financial asset to...
- Part 6 Effective Date.
Last modified: May 3, 2021