Sec. 401. (a) 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:
(1) under the terms of the security the person seeking registration of transfer is eligible to have the security registered in its name;
(2) the endorsement or instruction is made by the appropriate person or by an agent who has actual authority to act on behalf of the appropriate person;
(3) reasonable assurance is given that the endorsement or instruction is genuine and authorized (IC 26-1-8.1-402);
(4) any applicable law relating to the collection of taxes has been complied with;
(5) the transfer does not violate any restriction on transfer imposed by the issuer in accordance with IC 26-1-8.1-204;
(6) a demand that the issuer not register transfer has not become effective under IC 26-1-8.1-403, or the issuer has complied with IC 26-1-8.1-403(b) but no legal process or indemnity bond is obtained as provided in IC 26-1-8.1-403(d); and
(7) the transfer is in fact rightful or is to a protected purchaser.
(b) 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.
As added by P.L.247-1995, SEC.10.
Structure Indiana Code
Article 1. Uniform Commercial Code
Chapter 8.1. Investment Securities
26-1-8.1-0.1. Effect of Enactment of Chapter
26-1-8.1-0.3. Perfection of Certain Security Interests; Continuation of Perfection
26-1-8.1-102. Definitions; Rules of Construction
26-1-8.1-103. Classification as Security or Financial Asset
26-1-8.1-104. Acquisition of a Security or Financial Asset
26-1-8.1-105. Notice of Adverse Claim
26-1-8.1-106. Control of Securities
26-1-8.1-107. Effectiveness of Endorsement, Instruction, or Entitlement Order
26-1-8.1-108. Warranties Upon Purchase or Transfer of Security
26-1-8.1-109. Warranties Made by and to a Securities Intermediary
26-1-8.1-110. Applicability of Local Law; Determination of Jurisdiction
26-1-8.1-111. Applicability of Rules Adopted by Clearing Corporations
26-1-8.1-112. Creditor Access to Debtor's Interest in a Security
26-1-8.1-113. Enforceability of Contracts for Sale or Purchase of a Security
26-1-8.1-114. Special Rules in Actions Against Issuers of a Certificated Security
26-1-8.1-115. Liability of Securities Intermediary, Broker, or Other Agent or Bailee
26-1-8.1-116. Determination of Securities Intermediary as Purchaser for Value
26-1-8.1-201. "Issuer" Defined
26-1-8.1-202. Terms of Security; Rules on Validity; Issuer's Defenses; Cancellation of Contracts
26-1-8.1-203. Notice of Defects
26-1-8.1-204. Restrictions on Transfer
26-1-8.1-205. Effect of Unauthorized Signature or Certificate
26-1-8.1-206. Enforceability of Incomplete or Incorrect Certificate
26-1-8.1-208. Warranties by Security Certificate Authenticating Signatory
26-1-8.1-210. Overissue of Security; Refund in the Event of Unavailability of Security
26-1-8.1-301. Delivery of Security
26-1-8.1-302. Rights Acquired by Purchaser
26-1-8.1-303. "Protected Purchaser" Defined; Acquisition of Interest Free of Adverse Claims
26-1-8.1-304. Endorsement of Securities
26-1-8.1-305. Incomplete Instructions; Obligations Imposed on Person Initiating Instructions
26-1-8.1-306. Warranties by Guarantor
26-1-8.1-307. Duties of Transferor of Security
26-1-8.1-401. Issuer's Duty to Register Transfer
26-1-8.1-402. Issuer's Right to Assurances
26-1-8.1-403. Demand That Transfer Not Be Registered; Notice; Contents; Liability
26-1-8.1-404. Issuer Liability for Wrongful Registration of Transfer
26-1-8.1-405. Issuance of New Certificates; Protected Purchasers
26-1-8.1-406. Failure to Notify Issuer of Lost, Destroyed, or Wrongfully Taken Certificates
26-1-8.1-407. Obligations of Agents Acting on Behalf of Issuer
26-1-8.1-501. Acquisition of Security Entitlements
26-1-8.1-502. Adverse Claims Against Person Holding a Security Entitlement
26-1-8.1-504. Maintenance of Financial Assets by Securities Intermediary; Exempted Entity
26-1-8.1-505. Duty of Securities Intermediary to Obtain and Pay Distributions on Financial Assets
26-1-8.1-506. Duty of Securities Intermediary to Exercise Rights as Directed by Entitlement Holder
26-1-8.1-508. Duty of Securities Intermediary to Act at Direction of Entitlement Holder
26-1-8.1-509. Standards for Performance of Duties by Securities Intermediary
26-1-8.1-510. Purchaser for Value of Financial Asset or Security Entitlement; Adverse Claims