Wrongful registration

Checkout our iOS App for a better way to browser and research.

  • (a) Except as otherwise provided in § 8–406, an issuer is liable for wrong registration of transfer if the issuer has registered a transfer of a security to a person not entitled to it, and the transfer was registered:

    • (1) pursuant to an ineffective indorsement or instruction;

    • (2) after a.,demand that the issuer not register transfer became effective under § 8–403(a)and the issuer did not comply with § 8–403(b);

    • (3) after the issuer had been served with an injunction, restraining order, or other legal process enjoining it from registering the transfer, issued by a court of competent jurisdiction, and the issuer had a reasonable opportunity to act on the injunction, restraining order, or other legal process; or

    • (4) by an issuer acting in collusion with the wrongdoer.

  • (b) An issuer that is liable for wrongful registration of transfer under subsection (a) on demand shall provide the person entitled to the security with a like certificated or uncertificated security, and any payments or distributions that the person did not receive as a result of the wrongful registration. If an overissue would result, the issuer's liability to provide the person with a like security is governed by § 8–210.

  • (c) Except as otherwise provided in subsection (a) or in a law relating to the collection of taxes, an issuer is not liable to an owner or other person suffering loss as a result of the registration of a transfer of a security if registration was made pursuant to an effective indorsement or instruction.


Download our app to see the most-to-date content.