---
title: O.C.G.A. § 11-8-401. Duty of issuer to register transfer.
collection: code
id: 11-8-401
cite_as: O.C.G.A. § 11-8-401 (2025)
canonical_url: https://georgiacommons.org/code/11-8-401
md_url: https://georgiacommons.org/code/11-8-401.md
text_url: https://georgiacommons.org/code/11-8-401/text
source_url: https://www.legis.ga.gov/api/document/docs/default-source/joint-features-document-library/t11-(v9)-2022-pdf.pdf?sfvrsn=b5451bbd_0#page=686
date: 2025
status: active
corpus_version: 2025-supplement-89aa39ab3c68
license: CC0-1.0
publisher: Georgia Commons, an independent project of Georgia Civic Data. Not the State of Georgia. Not legal advice.
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version: the only printed version
in_force: true
current_through: Including Acts of the 2025 Regular Session of the General Assembly
heading_path: COMMERCIAL CODE / INVESTMENT SECURITIES / REGISTRATION
---

# O.C.G.A. § 11-8-401. 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 (Code Section 11-8-402);

(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 Code Section 11-8-204;

(6) A demand that the issuer not register transfer has not become effective under Code Section 11-8-403, or the issuer has complied with subsection (b) of Code Section 11-8-403 but no legal process or indemnity bond is obtained as provided in subsection (d) of Code Section 11-8-403; 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.

## History

Code 1981, § 11-8-401, enacted by Ga. L. 1998, p. 1323, § 1.