(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:
Under the terms of the security the person seeking registration of transfer is eligibleto have the security registered in its name;
The indorsement or instruction is made by the appropriate person or by an agent whohas actual authority to act on behalf of the appropriate person;
Reasonable assurance is given that the indorsement or instruction is genuine andauthorized (section 4-8-402);
Any applicable law relating to the collection of taxes has been complied with;
The transfer does not violate any restriction on transfer imposed by the issuer inaccordance with section 4-8-204;
A demand that the issuer not register transfer has not become effective under section4-8-403, or the issuer has complied with section 4-8-403 (b) but no legal process or indemnity bond is obtained as provided in section 4-8-403 (d); and
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.
Source: L. 96: Entire article R&RE, p. 223, § 2, effective July 1.
Editor's note: This section is similar to former § 4-8-401 as it existed prior to 1996.