28-8-401. Duty of issuer to register transfer. (1) 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:
(a) Under the terms of the security the person seeking registration of transfer is eligible to have the security registered in its name;
(b) 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;
(c) Reasonable assurance is given that the indorsement or instruction is genuine and authorized (section 28-8-402);
(d) Any applicable law relating to the collection of taxes has been complied with;
(e) The transfer does not violate any restriction on transfer imposed by the issuer in accordance with section 28-8-204;
(f) A demand that the issuer not register transfer has not become effective under section 28-8-403, or the issuer has complied with section 28-8-403(2), but no legal process or indemnity bond is obtained as provided in section 28-8-403(4); and
(g) The transfer is in fact rightful or is to a protected purchaser.
(2) 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.
[28-8-401, added 1995, ch. 272, sec. 2, p. 891.]