N.Y. Uniform Commercial Code 8-401 – Duty of Issuer to Register Transfer
Section 8–401. 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:
(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 (Section 8–402);
(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 8–204;
(6) a demand that the issuer not register transfer has not become
effective under Section 8–403, or the issuer has complied
with Section 8–403(b) but no legal process or indemnity bond
is obtained as provided in Section 8–403(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.