An unauthorized signature placed on a security certificate before or in the course of issue is ineffective, but the signature is effective in favor of a purchaser for value of the certificated security if the purchaser is without notice of the lack of authority and the signing has been done by:
(1) An authenticating trustee, registrar, transfer agent or other person entrusted by the issuer with the signing of the security certificate or of similar security certificates, or the immediate preparation for signing of any of them; or
(2) An employee of the issuer, or of any of the persons listed in subdivision (1) of this section, entrusted with responsible handling of the security certificate.
(1959, P.A. 133, S. 8-205; P.A. 79-435, S. 12; P.A. 97-182, S. 21.)
History: P.A. 79-435 specified applicability to signatures on “certificated” securities and extended applicability to signatures on initial transaction statements; P.A. 97-182 rephrased provisions, replaced alphabetic with numeric Subdiv. indicators and deleted references to initial transaction statements.
Structure Connecticut General Statutes
Title 42a - Uniform Commercial Code
Article 8 - Investment Securities
Section 42a-8-101. - Short title: Uniform Commercial Code–Investment Securities.
Section 42a-8-102. - Definitions.
Section 42a-8-104. - Acquisition of security or financial asset or interest therein.
Section 42a-8-105. - Notice of adverse claim.
Section 42a-8-107. - Whether endorsement, instruction or entitlement order is effective.
Section 42a-8-108. - Warranties in direct holding.
Section 42a-8-109. - Warranties in indirect holding.
Section 42a-8-110. - Applicability; choice of law.
Section 42a-8-111. - Clearing corporation rules.
Section 42a-8-112. - Creditor's legal process.
Section 42a-8-113. - Statute of frauds inapplicable.
Section 42a-8-114. - Evidentiary rules concerning certificated securities.
Section 42a-8-115. - Securities intermediary and others not liable to adverse claimant.
Section 42a-8-116. - Securities intermediary as purchaser.
Section 42a-8-202. - Issuer's responsibility and defenses; notice of defect or defense.
Section 42a-8-203. - Staleness as notice of defect or defense.
Section 42a-8-204. - Effect of issuer's restriction on transfer.
Section 42a-8-205. - Effect of unauthorized signature on security certificate.
Section 42a-8-206. - Completion or alteration of security certificate.
Section 42a-8-207. - Rights and duties of issuer with respect to registered owners.
Section 42a-8-208. - Effect of signature of authenticating trustee, registrar or transfer agent.
Section 42a-8-209. - Issuer's lien.
Section 42a-8-210. - Overissue.
Section 42a-8-301. - Delivery.
Section 42a-8-302. - Rights of purchaser.
Section 42a-8-303. - Protected purchaser.
Section 42a-8-304. - Endorsement.
Section 42a-8-305. - Instruction.
Section 42a-8-306. - Effect of guaranteeing signature, endorsement or instruction.
Section 42a-8-307. - Purchaser's right to requisites for registration of transfer.
Section 42a-8-401. - Duty of issuer to register transfer.
Section 42a-8-402. - Assurance that endorsement or instruction is effective.
Section 42a-8-403. - Demand that issuer not register transfer.
Section 42a-8-404. - Wrongful registration.
Section 42a-8-405. - Replacement of lost, destroyed or wrongfully taken security certificate.
Section 42a-8-407. - Authenticating trustee, transfer agent and registrar.
Section 42a-8-408. - Statement of uncertificated securities.
Section 42a-8-502. - Assertion of adverse claim against entitlement holder.
Section 42a-8-504. - Duty of securities intermediary to maintain financial asset.
Section 42a-8-505. - Duty of securities intermediary with respect to payments and distributions.
Section 42a-8-507. - Duty of securities intermediary to comply with entitlement order.
Section 42a-8-510. - Rights of purchaser of security entitlement from entitlement holder.
Section 42a-8-511. - Priority among security interests and entitlement holders.