TITLE 28

COMMERCIAL TRANSACTIONS

CHAPTER 8

INVESTMENT SECURITIES

PART 3.

TRANSFER OF CERTIFICATED AND UNCERTIFICATED SECURITIES

28-8-304.  Indorsement. (1) An indorsement may be in blank or special. An indorsement in blank includes an indorsement to bearer. A special indorsement specifies to whom a security is to be transferred or who has power to transfer it. A holder may convert a blank indorsement to a special indorsement.

(2)  An indorsement 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 indorsement.

(3)  An indorsement, whether special or in blank, does not constitute a transfer until delivery of the certificate on which it appears or, if the indorsement is on a separate document, until delivery of both the document and the certificate.

(4)  If a security certificate in registered form has been delivered to a purchaser without a necessary indorsement, the purchaser may become a protected purchaser only when the indorsement is supplied. However, against a transferor, a transfer is complete upon delivery and the purchaser has a specifically enforceable right to have any necessary indorsement supplied.

(5)  An indorsement 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.

(6)  Unless otherwise agreed, a person making an indorsement assumes only the obligations provided in section 28-8-108 and not an obligation that the security will be honored by the issuer.

History:

[28-8-304, added 1995, ch. 272, sec. 2, p. 890.]