8.8A-401 - A-401. Duty of issuer to register transfer. - Virginia Statutes

§ 8.8A-401. Duty of issuer to register transfer.

(a) If a certificated security in registered form is presented to an issuerwith a request to register transfer or an instruction is presented to anissuer with a request to register transfer of an uncertificated security, theissuer shall register the transfer as requested if:

(1) under the terms of the security the person seeking registration oftransfer is eligible to have the security registered in its name;

(2) the endorsement or instruction is made by the appropriate person or by anagent who has actual authority to act on behalf of the appropriate person;

(3) reasonable assurance is given that the endorsement or instruction isgenuine and authorized (§ 8.8A-402);

(4) any applicable law relating to the collection of taxes has been compliedwith;

(5) the transfer does not violate any restriction on transfer imposed by theissuer in accordance with § 8.8A-204;

(6) a demand that the issuer not register transfer has not become effectiveunder § 8.8A-403, or the issuer has complied with § 8.8A-403 (b) but no legalprocess or indemnity bond is obtained as provided in § 8.8A-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, theissuer is liable to a person presenting a certificated security or aninstruction for registration or to the person's principal for loss resultingfrom unreasonable delay in registration or failure or refusal to register thetransfer.

(1996, c. 216.)