§ 25-8-401. Duty of issuer to register transfer. - North Carolina Statutes

Part 4.

Registration.

§ 25‑8‑401.  Dutyof issuer to register transfer.

(a)        If a certificatedsecurity in registered form is presented to an issuer with a request toregister transfer or an instruction is presented to an issuer with a request toregister transfer of an uncertificated security, the issuer shall register thetransfer as requested if:

(1)        Under the terms ofthe security the person seeking registration of transfer is eligible to havethe security registered in its name;

(2)        The indorsement or instructionis made by the appropriate person or by an agent who has actual authority toact on behalf of the appropriate person;

(3)        Reasonable assuranceis given that the indorsement or instruction is genuine and authorized (G.S. 25‑8‑402);

(4)        Any applicable lawrelating to the collection of taxes has been complied with;

(5)        The transfer doesnot violate any restriction on transfer imposed by the issuer in accordancewith G.S. 25‑8‑204;

(6)        A demand that theissuer not register transfer has not become effective under G.S. 25‑8‑403,or the issuer has complied with G.S. 25‑8‑403(b) but no legalprocess or indemnity bond is obtained as provided in G.S. 25‑8‑403(d);and

(7)        The transfer is infact rightful or is to a protected purchaser.

(b)        If an issuer is undera duty to register a transfer of a security, the issuer is liable to a personpresenting a certificated security or an instruction for registration or to theperson's principal for loss resulting from unreasonable delay in registrationor failure or refusal to register the transfer. (1965, c. 700, s. 1; 1989, c.588, s. 1; 1997‑181, s. 1.)