Utah Code 70A-8-401. 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:

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 :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:

(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;

(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

(iii)

(A)	is, or is of a type, dealt in or traded on securities exchanges or securities markets; or

(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
(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 as provided in Section 70A-8-402;

(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 Section 70A-8-204;

(f)	a demand that the issuer not register transfer has not become effective under Section 70A-8-403, or the issuer has complied with Subsection 70A-8-403(2) but no legal process or indemnity bond is obtained as provided in Subsection 70A-8-403(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.

Repealed and Re-enacted by Chapter 204, 1996 General Session

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