47-8-401 - Duty of issuer to register transfer. - Tennessee Statutes

47-8-401. 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 endorsement 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 endorsement or instruction is genuine and authorized (§ 47-8-402);

     (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 § 47-8-204;

     (6)  a demand that the issuer not register transfer has not become effective under § 47-8-403, or the issuer has complied with § 47-8-403(b) but no legal process or indemnity bond is obtained as provided in § 47-8-403(d); 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.

[Acts 1997, ch. 79, § 1.]