Ohio Revised Code
Chapter 1308 | Investment Securities
Section 1308.09 | Issuer's Responsibility and Defenses - Notice of Defect or Defense - Ucc 8-202.

Effective: January 1, 1998
Latest Legislation: House Bill 170 - 122nd General Assembly
(A) Even against a purchaser for value and without notice, the terms of a certificated security include terms stated on the certificate and terms made part of the security by reference on the certificate to another instrument, indenture, or document or to a constitution, statute, ordinance, rule, regulation, order, or the like, to the extent the terms referred to do not conflict with the terms stated on the certificate. A reference under division (A) of this section does not of itself charge a purchaser for value with notice of a defect going to the validity of the security, even if the certificate expressly states that a person accepting it admits notice.
The terms of an uncertificated security include those stated in any instrument, indenture, or document, or in a constitution, statute, ordinance, rule, regulation, order, or the like, pursuant to which the security is issued.
(B) The following rules apply if an issuer asserts that a security is not valid:
(1) A security, other than one issued by a government or governmental subdivision, agency, or instrumentality, even though issued with a defect going to its validity, is valid in the hands of a purchaser for value and without notice of the particular defect unless the defect involves a violation of a constitutional provision. In that case, the security is valid in the hands of a purchaser for value and without notice of the defect, other than one who takes by original issue.
(2) The provisions of division (B)(1) of this section apply to an issuer that is a government or governmental subdivision, agency, or instrumentality only if there has been substantial compliance with the legal requirements governing the issue or the issuer has received a substantial consideration for the issue as a whole or for the particular security and a stated purpose of the issue is one for which the issuer has power to borrow money or issue the security.
(C) Except as otherwise provided in section 1308.12 of the Revised Code, lack of genuineness of a certificated security is a complete defense, even against a purchaser for value and without notice.
(D) All other defenses of the issuer of a security, including nondelivery and conditional delivery of a certificated security, are ineffective against a purchaser for value who has taken the certificated security without notice of the particular defense.
(E) This section does not affect the right of a party to cancel a contract for a security "when, as and if issued" or "when distributed" in the event of a material change in the character of the security that is the subject of the contract or in the plan or arrangement pursuant to which the security is to be issued or distributed.
(F) If a security is held by a securities intermediary against whom an entitlement holder has a security entitlement with respect to the security, the issuer may not assert any defense that the issuer could not assert if the entitlement holder held the security directly.

Structure Ohio Revised Code

Ohio Revised Code

Title 13 | Commercial Transactions

Chapter 1308 | Investment Securities

Section 1308.01 | Definitions - Ucc 8-102.

Section 1308.02 | Rules for Determining Whether Certain Obligations and Interests Are Securities or Financial Assets - Ucc 8-103.

Section 1308.03 | Overissue Defined - Effect - Ucc 8-210.

Section 1308.04 | Evidentiary Rules Concerning Certificate Securities - Ucc 8-114.

Section 1308.05 | Applicability - Choice of Law - Ucc 8-110.

Section 1308.06 | Clearing Corporation Rules - Ucc 8-111.

Section 1308.07 | Statute of Frauds Inapplicable - Ucc 8-113.

Section 1308.08 | Issuer - Ucc 8-201.

Section 1308.09 | Issuer's Responsibility and Defenses - Notice of Defect or Defense - Ucc 8-202.

Section 1308.10 | Staleness as Notice of Defect or Defense - Ucc 8-203.

Section 1308.11 | Effect of Issuer's Restriction on Transfer - Ucc 8-204 - Issuer's Lien - Ucc 8-209.

Section 1308.12 | Effect of Unauthorized Signature on Security Certificate - Ucc 8-205.

Section 1308.13 | Completion or Alteration of Security Certificate - Ucc 8-206.

Section 1308.14 | Rights and Duties of Issuer With Respect to Registered Owners - Ucc 8-207.

Section 1308.15 | Effect of Signature of Authenticating Trustee, Registrar, or Transfer Agent - Ucc 8-208.

Section 1308.16 | Rights of Purchaser - Ucc 8-302.

Section 1308.17 | Protected Purchaser - Ucc 8-303.

Section 1308.18 | Acquisition of Security or Financial Asset or Interest Therein - Ucc 8-104.

Section 1308.19 | Notice of Adverse Claim - Ucc 8-105.

Section 1308.20 | Warranties in Direct Holding - Ucc 8-108.

Section 1308.21 | Warranties in Indirect Holding - Ucc 8-109.

Section 1308.22 | Indorsement - Ucc 8-304.

Section 1308.23 | Whether Indorsement, Instruction, or Entitlement Order Is Effective - Ucc 8-107.

Section 1308.24 | Control - Ucc 8-106.

Section 1308.25 | Instruction - Ucc 8-305.

Section 1308.26 | Effect of Guaranteeing Signature, Indorsement, or Instruction - Ucc 8-306.

Section 1308.27 | Delivery - Ucc 8-301.

Section 1308.29 | Fulfilling Duty to Transfer.

Section 1308.30 | Wrongful Transfer of Security.

Section 1308.31 | Purchaser's Right to Requisites for Registration of Transfer - Ucc 8-307.

Section 1308.32 | Creditor's Legal Process - Ucc 8-112.

Section 1308.33 | Securities Intermediary and Others Not Liable to Adverse Claimant - Ucc 8-115 - Securities Intermediary as Purchaser for Value - Ucc 8-116.

Section 1308.37 | Duty of Issuer to Register Transfer - Ucc 8-401.

Section 1308.38 | Assurance That Indorsement or Instruction Is Effective - Ucc 8-402.

Section 1308.39 | Demand That Issuer Not Register Transfer - Ucc 8-403.

Section 1308.40 | Wrongful Registration - Ucc 8-404.

Section 1308.41 | Obligation to Notify Issuer of Lost, Destroyed or Wrongfully Taken Security Certificate - Ucc 8-406 - Replacement of Lost, Destroyed, or Wrongfully Taken Security Certificate - Ucc 8-405.

Section 1308.42 | Authenticating Trustee, Transfer Agent, and Registrar - Ucc 8-407.

Section 1308.51 | Securities Account - Acquisition of Security Entitlement From Securities Intermediary - Ucc 8-501.

Section 1308.52 | Assertion of Adverse Claim Against Entitlement Holder - Ucc 8-502.

Section 1308.53 | Property Interest of Entitlement Holder in Financial Asset Held by Securities Intermediary - Ucc 8-503.

Section 1308.54 | Duty of Securities Intermediary to Maintain Financial Asset - Ucc 8-504.

Section 1308.55 | Duty of Securities Intermediary With Respect to Payments and Distributions - Ucc 8-505.

Section 1308.56 | Duty of Securities Intermediary to Exercise Rights as Directed by Entitlement Holder - Ucc 8-506.

Section 1308.57 | Duty of Securities Intermediary to Comply With Entitlement Holder - Ucc 8-507.

Section 1308.58 | Duty of Securities Intermediary to Change Entitlement Holder's Position to Other Form of Security Holding - Ucc 8-508.

Section 1308.59 | Specification of Duties of Securities Intermediary by Other Statute or Regulation Manner of Performance of Duties of Securities Intermediary and Exercise of Rights of Entitlement Holder - Ucc 8-509.

Section 1308.60 | Rights of Purchaser of Security Entitlement From Entitlement Holder - Ucc 8-510.

Section 1308.61 | Priority Among Security Interests and Entitlement Holders - Ucc 8-511.