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554.8401 Duty of issuer to register transfer.

1. 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,* the issuer shall register the transfer as requested if:

a. under the terms of the security the person seeking registration of transfer is eligible to have the security registered in its name;

b. 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;

c. reasonable assurance is given that the indorsement or instruction is genuine and authorized (section 554.8402);

d. any applicable law relating to the collection of taxes has been complied with;

e. the transfer does not violate any restriction on transfer imposed by the issuer in accordance with section 554.8204;

f. a demand that the issuer not register transfer has not become effective under section 554.8403, or the issuer has complied with section 554.8403, subsection 2, but no legal process or indemnity bond is obtained as provided in section 554.8403, subsection 4; and

g. the transfer is in fact rightful or is to a protected purchaser.

2. 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.

Section History: Early form

[C66, 71, 73, 75, 77, 79, 81, § 554.8401]

Section History: Recent form

89 Acts, ch 113, § 37; 96 Acts, ch 1138, § 41


*Uniform Act states "transfer of an uncertificated security,"; corrective legislation is pending ~I1996 amendments take effect July 1, 1997; 96 Acts, ch 1138, § 84; for provisions governing the continued perfection of security interests that are perfected as of July 1, 1997, see 96 Acts, ch 1138, § 80, 84; for law prior to July 1, 1997, see Code 1995

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