Colorado Code
Part 3 - Transfer of Certificated and Uncertificated Securities
§ 4-8-306. Effect of Guaranteeing Signature, Indorsement, or Instruction

(1) The signature was genuine;
(2) The signer was an appropriate person to originate the instruction, or if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person, if the person specified in the instruction as the registered owner was, in fact, the registered owner, as to which fact the signature guarantor does not make a warranty; and
(3) The signer had legal capacity to sign.

(1) The person specified in the instruction as the registered owner of the uncertificated security will be the registered owner; and
(2) The transfer of the uncertificated security requested in the instruction will be registered by the issuer free from all liens, security interests, restrictions, and claims other than those specified in the instruction.






Source: L. 96: Entire article R&RE, p. 222, § 2, effective July 1.
Editor's note: This section is similar to former §§ 4-8-306 and 4-8-312 as they existed prior to 1996.







Appropriate person is defined in Section 8-107(a) to include a successor or person who has power under other law to act for a person who is deceased or lacks capacity. Thus if a certificate registered in the name of Mary Roe is indorsed by Jane Doe as executor of Mary Roe, a guarantor of the signature of Jane Doe warrants that she has power to act as executor.
Although the definition of appropriate person in Section 8-107(a) does not itself include an agent, an indorsement by an agent is effective under Section 8-107(b) if the agent has authority to act for the appropriate person. Accordingly, this section provides an explicit warranty of authority for agents.
Definitional Cross References:
"Appropriate person". Section 8-107
"Genuine". Section 1-201(18)
"Indorsement". Section 8-102(a)(11)
"Instruction". Section 8-102(a)(12)
"Issuer". Section 8-201
"Security certificate". Section 8-102(a)(16)
"Uncertificated security". Section 8-102(a)(18)

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