Utah Code 70A-8-402. Assurance that indorsement or instruction is effective
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(1) An issuer may require the following assurance that each necessary indorsement or each instruction is genuine and authorized:
Terms Used In Utah Code 70A-8-402
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- Fiduciary: A trustee, executor, or administrator.
- 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
- Signature: includes a name, mark, or sign written with the intent to authenticate an instrument or writing. See Utah Code 68-3-12.5
(1)(a) in all cases, a guaranty of the signature of the person making an indorsement or originating an instruction including, in the case of an instruction, reasonable assurance of identity;(1)(b) if the indorsement is made or the instruction is originated by an agent, appropriate assurance of actual authority to sign;(1)(c) if the indorsement is made or the instruction is originated by a fiduciary pursuant to Subsection70A-8-106(1)(d) or(1)(e) , appropriate evidence of appointment or incumbency;(1)(d) if there is more than one fiduciary, reasonable assurance that all who are required to sign have done so; and(1)(e) if the indorsement is made or the instruction is originated by a person not covered by another provision of this subsection, assurance appropriate to the case corresponding as nearly as may be to the provisions of this subsection.
(2) An issuer may elect to require reasonable assurance beyond that specified in this section.
(3) In this section:
(3)(a) “Guaranty of the signature” means a guaranty signed by or on behalf of a person reasonably believed by the issuer to be responsible. An issuer may adopt standards with respect to responsibility if they are not manifestly unreasonable.
(3)(b) “Appropriate evidence of appointment or incumbency” means:
(3)(b)(i) in the case of a fiduciary appointed or qualified by a court, a certificate issued by or under the direction or supervision of the court or an officer thereof and dated within 60 days before the date of presentation for transfer; or
(3)(b)(ii) in any other case, a copy of a document showing the appointment or a certificate issued by or on behalf of a person reasonably believed by an issuer to be responsible or, in the absence of that document or certificate, other evidence the issuer reasonably considers appropriate.