30-8-411. Duty of issuer to register transfer. (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 is given that the indorsement or instruction is genuine and authorized (30-8-412);

(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 30-8-214;

(f)a demand that the issuer not register transfer has not become effective under 30-8-413, or the issuer has complied with 30-8-413(2) but no legal process or indemnity bond is obtained as provided in 30-8-413(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.