Section 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 an issuer with a request to register transfer of an uncertificated security, the issuer shall register the transfer as requested if:
(1) under the terms of the security the person seeking
registration of transfer is eligible to have the security
registered in its name;
(2) the indorsement or instruction is made by the appropriate
person or by an agent who has actual authority to act on
behalf of the appropriate person;
(3) reasonable assurance is given that the indorsement or
instruction is genuine and authorized (Section 8--402);
(4) any applicable law relating to the collection of taxes has
been complied with;
(5) the transfer does not violate any restriction on transfer
imposed by the issuer in accordance with Section 8--204;
(6) a demand that the issuer not register transfer has not become
effective under Section 8--403, or the issuer has complied
with Section 8--403(b) but no legal process or indemnity bond
is obtained as provided in Section 8--403(d); and
(7) the transfer is in fact rightful or is to a protected
purchaser.
(b) If an issuer is under a duty to register a transfer of a security, the issuer is liable to a person presenting a certificated security or an instruction for registration or to the person's principal for loss resulting from unreasonable delay in registration or failure or refusal to register the transfer.
Last modified: February 3, 2019