57A-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 (§57A-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 §57A-8-204;
(6)A demand that the issuer not register transfer has not become effective under §57A-8-403, or the issuer has complied with §57A-8-403(b) but no legal process or indemnity bond is obtained as provided in §57A-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.
Source: SL 1998, ch 284, §1.