(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 of an uncertificated security, the issuer shall register the transfer as requested if:

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(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 as described in ORS § 78.4020 is given that the indorsement or instruction is genuine and authorized;

(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 ORS § 78.2040;

(f) A demand that the issuer not register transfer has not become effective under ORS § 78.4030, or the issuer has complied with ORS § 78.4030 (2) but no legal process or indemnity bond has been obtained as provided in ORS § 78.4030 (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. [1961 c.726 § 78.4010; 1985 c.676 § 78.4010; 1995 c.328 § 34]