11-8-401. Duty of issuer to register transfer.

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. (1)

   Under the terms of the security the person seeking registration of transfer is eligible to have the security registered in its name;#

2. (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. (3)

   Reasonable assurance is given that the indorsement or instruction is genuine and authorized (Code Section 11-8-402);#

4. (4)

   Any applicable law relating to the collection of taxes has been complied with;#

5. (5)

   The transfer does not violate any restriction on transfer imposed by the issuer in accordance with Code Section 11-8-204;#

6. (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. (7)

   The transfer is in fact rightful or is to a protected purchaser.#

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.#