Arizona Laws 47-8401. 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:
Terms Used In Arizona Laws 47-8401
- Certificated security: means a security that is represented by a certificate. See Arizona Laws 47-8102
- Indorsement: means a signature that alone or accompanied by other words is made on a security certificate in registered form or on a separate document for the purpose of assigning, transferring or redeeming the security or granting a power to assign, transfer or redeem it. See Arizona Laws 47-8102
- Instruction: means a notification communicated to the issuer of an uncertificated security which directs that the transfer of the security be registered or that the security be redeemed. See Arizona Laws 47-8102
- Person: includes a corporation, company, partnership, firm, association or society, as well as a natural person. See Arizona Laws 1-215
- Process: means a citation, writ or summons issued in the course of judicial proceedings. See Arizona Laws 1-215
- Security: except as otherwise provided in section 47-8103, means an obligation of an issuer or a share, participation or other interest in an issuer or in property or an enterprise of an issuer:
(a) Which is represented by a security certificate in bearer or registered form, or the transfer of which may be registered upon books maintained for that purpose by or on behalf of the issuer;
(b) Which is one of a class or series or by its terms is divisible into a class or series of shares, participations, interests or obligations; and
(c) Which:
(i) Is, or is of a type, dealt in or traded on securities exchanges or securities markets; or
(ii) Is a medium for investment and by its terms expressly provides that it is a security governed by this chapter. See Arizona Laws 47-8102
- Uncertificated security: means a security that is not represented by a certificate. See Arizona Laws 47-8102
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 in accordance with section 47-8402;
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 section 47-8204;
6. A demand that the issuer not register transfer has not become effective under section 47-8403, or the issuer has complied with section 47-8403, subsection B but no legal process or indemnity bond is obtained as provided in section 47-8403, subsection 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.