Utah Code 70A-8-401. Duty of issuer to register transfer
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(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:
Terms Used In Utah Code 70A-8-401
- Certificated security: means a security that is represented by a certificate. See Utah Code 70A-8-101
- 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 Utah Code 70A-8-101
- 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 Utah Code 70A-8-101
- Person: means :(24)(a) an individual;(24)(b) an association;(24)(c) an institution;(24)(d) a corporation;(24)(e) a company;(24)(f) a trust;(24)(g) a limited liability company;(24)(h) a partnership;(24)(i) a political subdivision;(24)(j) a government office, department, division, bureau, or other body of government; and(24)(k) any other organization or entity. See Utah Code 68-3-12.5
- Process: means a writ or summons issued in the course of a judicial proceeding. See Utah Code 68-3-12.5
- Security: except as otherwise provided in Section
70A-8-102 , 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 that:(1)(p)(i) 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;(1)(p)(ii) 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(1)(p)(iii)(1)(p)(iii)(A) is, or is of a type, dealt in or traded on securities exchanges or securities markets; or(1)(p)(iii)(B) is a medium for investment and by its terms expressly provides that it is a security governed by this chapter. See Utah Code 70A-8-101- Uncertificated security: means a security that is not represented by a certificate. See Utah Code 70A-8-101
(1)(a) under the terms of the security the person seeking registration of transfer is eligible to have the security registered in its name;(1)(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;(1)(c) reasonable assurance is given that the indorsement or instruction is genuine and authorized as provided in Section70A-8-402 ;(1)(d) any applicable law relating to the collection of taxes has been complied with;(1)(e) the transfer does not violate any restriction on transfer imposed by the issuer in accordance with Section70A-8-204 ;(1)(f) a demand that the issuer not register transfer has not become effective under Section70A-8-403 , or the issuer has complied with Subsection70A-8-403(2) but no legal process or indemnity bond is obtained as provided in Subsection70A-8-403(4) ; and(1)(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.