A corporation or transfer agent making a transfer pursuant to an assignment by a fiduciary who is not the registered owner shall obtain the following evidence of appointment or incumbency:

(1) In the case of a fiduciary appointed or qualified by a court, a certificate issued by or under the direction or supervision of that court or an officer thereof and dated within 60 days before the transfer; or

(2) 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 the corporation or transfer agent to be responsible or, in the absence of such a document or certificate, other evidence reasonably deemed by the corporation or transfer agent to be appropriate. Corporations and transfer agents may adopt standards with respect to evidence of appointment or incumbency under this paragraph provided such standards are not manifestly unreasonable. Neither the corporation nor transfer agent is charged with notice of the contents of any document obtained pursuant to this paragraph except to the extent that the contents relate directly to the appointment or incumbency.

12 Del. C. 1953, § ?4304; 54 Del. Laws, c. 141.;

Terms Used In Delaware Code Title 12 Sec. 4304

  • Assignment: includes any written stock power, bond power, bill of sale, deed, declaration of trust or other instrument of transfer. See Delaware Code Title 12 Sec. 4301
  • Corporation: means a private or public corporation, association or trust issuing a security. See Delaware Code Title 12 Sec. 4301
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Court: means the Court of Chancery. See Delaware Code Title 12 Sec. 39A-101
  • 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.
  • Fiduciary: means an executor, administrator, trustee, guardian, committee, conservator, curator, tutor, custodian or nominee. See Delaware Code Title 12 Sec. 4301
  • Person: includes an individual, a corporation, government or governmental subdivision or agency, statutory trust, business trust, estate, trust, partnership or association, 2 or more persons having a joint or common interest or any other legal or commercial entity. See Delaware Code Title 12 Sec. 4301
  • Transfer: means a change on the books of a corporation in the registered ownership of a security. See Delaware Code Title 12 Sec. 4301
  • Transfer agent: means a person employed or authorized by a corporation to transfer securities issued by the corporation. See Delaware Code Title 12 Sec. 4301
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