25-8-401. Duty of issuer to register transfer.
(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 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;
(3) Reasonable assurance is given that the indorsement or instruction is genuine and authorized (G.S. 25-8-402);
(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 G.S. 25-8-204;
(6) A demand that the issuer not register transfer has not become effective under G.S. 25-8-403, or the issuer has complied with G.S. 25-8-403(b) but no legal process or indemnity bond is obtained as provided in G.S. 25-8-403(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. (1965, c. 700, s. 1; 1989, c. 588, s. 1; 1997-181, s. 1.)
Structure North Carolina General Statutes
North Carolina General Statutes
Chapter 25 - Uniform Commercial Code
Article 8 - Investment Securities.
§ 25-8-104 - Acquisition of security or financial asset or interest therein.
§ 25-8-105 - Notice of adverse claim.
§ 25-8-107 - Whether indorsement, instruction, or entitlement order is effective.
§ 25-8-108 - Warranties in direct holding.
§ 25-8-109 - Warranties in indirect holding.
§ 25-8-110 - Applicability; choice of law.
§ 25-8-111 - Clearing corporation rules.
§ 25-8-112 - Creditor's legal process.
§ 25-8-113 - Statute of frauds inapplicable.
§ 25-8-114 - Evidentiary rules concerning certificated securities.
§ 25-8-115 - Securities intermediary and others not liable to adverse claimant.
§ 25-8-116 - Securities intermediary as purchaser for value.
§ 25-8-202 - Issuer's responsibility and defenses; notice of defect or defense.
§ 25-8-203 - Staleness as notice of defect or defense.
§ 25-8-204 - Effect of issuer's restriction on transfer.
§ 25-8-205 - Effect of unauthorized signature on security certificate.
§ 25-8-206 - Completion of alteration of security certificate.
§ 25-8-207 - Rights and duties of issuer with respect to registered owners.
§ 25-8-208 - Effect of signature of authenticating trustee, registrar, or transfer agent.
§ 25-8-302 - Rights of purchaser.
§ 25-8-303 - Protected purchaser.
§ 25-8-306 - Effect of guaranteeing signature, indorsement, or instruction.
§ 25-8-307 - Purchaser's right to requisites for registration of transfer.
§ 25-8-401 - Duty of issuer to register transfer.
§ 25-8-402 - Assurance that indorsement or instruction is effective.
§ 25-8-403 - Demand that issuer not register transfer.
§ 25-8-404 - Wrongful registration.
§ 25-8-405 - Replacement of lost, destroyed, or wrongfully taken security certificate.
§ 25-8-407 - Authenticating trustee, transfer agent, and registrar.
§ 25-8-501 - Securities account; acquisition of security entitlement from securities intermediary.
§ 25-8-502 - Assertion of adverse claim against entitlement holder.
§ 25-8-504 - Duty of securities intermediary to maintain financial asset.
§ 25-8-505 - Duty of securities intermediary with respect to payments and distributions.
§ 25-8-506 - Duty of securities intermediary to exercise rights as directed by entitlement holder.
§ 25-8-507 - Duty of securities intermediary to comply with entitlement order.
§ 25-8-510 - Rights of purchaser of security entitlement from entitlement holder.
§ 25-8-511 - Priority among security interests and entitlement holders.