(a) An endorsement may be in blank or special. An endorsement in blank includes an endorsement to bearer. A special endorsement specifies to whom a security is to be transferred or who has power to transfer it. A holder may convert a blank endorsement to a special endorsement.
(b) An endorsement purporting to be only of part of a security certificate representing units intended by the issuer to be separately transferable is effective to the extent of the endorsement.
(c) An endorsement, whether special or in blank, does not constitute a transfer until delivery of the certificate on which it appears or, if the endorsement is on a separate document, until delivery of both the document and the certificate.
(d) If a security certificate in registered form has been delivered to a purchaser without a necessary endorsement, the purchaser may become a protected purchaser only when the endorsement is supplied. However, against a transferor, a transfer is complete upon delivery and the purchaser has a specifically enforceable right to have any necessary endorsement supplied.
(e) An endorsement of a security certificate in bearer form may give notice of an adverse claim to the certificate, but it does not otherwise affect a right to registration that the holder possesses.
(f) Unless otherwise agreed, a person making an endorsement assumes only the obligations provided in section 42a-8-108, and not an obligation that the security will be honored by the issuer.
(1959, P.A. 133, S. 8-304; P.A. 79-435, S. 19; P.A. 97-182, S. 30; P.A. 98-93, S. 5, 15.)
History: P.A. 79-435 applied existing Subsec. (1) to certificated securities, inserted new Subsec. (2) and renumbered former Subsec. (2) as Subsec. (3) specifying purchasers of “certificated or uncertificated” securities and “constructive” notice of adverse claims; P.A. 97-182 entirely replaced former provisions re when a purchaser is charged with notice of adverse claims with provisions re endorsement, a restatement of Secs. 42a-8-307, 42a-8-308(2), (3) and (9), 42a-8-309 and 42a-8-310, revised to 1997; P.A. 98-93 amended Subsec. (f) to make a technical change, effective July 1, 1998.
See Sec. 42a-8-105(b) for successor provisions to Sec. 42a-8-304(3), revised to 1997, re duty of inquiry into rightfulness of a transaction.
See Sec. 42a-8-105(d) for successor provisions to Sec. 42a-8-304(1), revised to 1997, re when a purchaser of a certificated security has notice of an adverse claim.
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.