Texas Business And Commerce Code Title 1, Chapter 8 - Investment Securities

SUBCHAPTER A SHORT TITLE AND GENERAL MATTERS

• Texas Section 8.101 - Short Title
  This chapter may be cited as Uniform Commercial Code--Investment Securities. Amended by Acts 1995, 74th Leg., ch. 962, Sec. 1, eff. Sept. 1, 1995.
• Texas Section 8.102 - Definitions
  (a) In this chapter: (1) "Adverse claim" means a claim that a claimant has a property interest in a financial asset and that it is...
• Texas Section 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...
• Texas Section 8.104 - Acquisition Of Security Or Financial Asset Or Interest Therein
  (a) A person acquires a security or an interest therein under this chapter if: (1) the person is a purchaser to whom a security is...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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...

SUBCHAPTER B ISSUE AND ISSUER

• Texas Section 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...
• Texas Section 8.201 - Issuer
  (a) With respect to an obligation on or a defense to a security, "issuer" includes a person that: (1) places or authorizes the placing of...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 8.209 - Issuer's Lien
  A lien in favor of an issuer on a certificated security is valid against a purchaser only if the right of the issuer to the...

SUBCHAPTER C TRANSFER OF CERTIFICATED AND UNCERTIFICATED SECURITIES

• Texas Section 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...
• Texas Section 8.301 - Delivery
  (a) Delivery of a certificated security to a purchaser occurs when: (1) the purchaser acquires possession of the security certificate; (2) another person, other than...
• Texas Section 8.302 - Rights Of Purchaser
  (a) Except as otherwise provided in Subsections (b) and (c), a purchaser of a certificated or uncertificated security acquires all rights in the security that...
• Texas Section 8.303 - Protected Purchaser
  (a) "Protected purchaser" means a purchaser of a certificated or uncertificated security, or of an interest therein, who: (1) gives value; (2) does not have...
• Texas Section 8.304 - Indorsement
  (a) An indorsement may be in blank or special. An indorsement in blank includes an indorsement to bearer. A special indorsement specifies to whom a...
• Texas Section 8.305 - Instruction
  (a) If an instruction has been originated by an appropriate person but is incomplete in any other respect, any person may complete it as authorized...
• Texas Section 8.306 - Effect Of Guaranteeing Signature, Indorsement, Or Instruction
  (a) A person who guarantees a signature of an indorser of a security certificate warrants that at the time of signing: (1) the signature was...

SUBCHAPTER D REGISTRATION

• Texas Section 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...
• Texas 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 8.404 - Wrongful Registration
  (a) Except as otherwise provided in Section 8.406, an issuer is liable for wrongful registration of transfer if the issuer has registered a transfer of...
• Texas Section 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,...
• Texas Section 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...

SUBCHAPTER E SECURITY ENTITLEMENTS

• Texas Section 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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...
• Texas Section 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 on a securities intermediary by Sections 8.504-8.508 is the subject of another statute, regulation, or rule, compliance...
• Texas Section 8.510 - Rights Of Purchaser Of Security Entitlement From Entitlement Holder
  (a) In a case not covered by the priority rules in Chapter 9 or the rules stated in Subsection (c), an action based on an...
• Texas Section 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...

Last modified: September 28, 2016