Title 45 — Trade and Commerce
49 chapters · 1,288 sections in this title.
AS 45.08.101 Short title.
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This chapter may be cited as Uniform Commercial Code — Investment Securities.
AS 45.08.102 Definitions.
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(a) In this chapter, (1) “adverse claim” means a claim that a claimant has a property interest in a financial asset and that it is a violation of the rights of the claimant for another person to hold, transfer, or deal with the financial asset; (2) “bearer form,” as applied to a …
AS 45.08.103 Rules for determining whether certain obligations and interests are securities or financial assets.
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(a) A share or similar equity interest issued by a corporation, business trust, joint stock company, or similar entity is a security. (b) An investment company security is a security. (c) An interest in a partnership or limited liability company is not a security unless it is dea…
AS 45.08.104 Acquisition of security or financial asset or interest in security or financial asset.
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(a) A person acquires a security or an interest in a security under this chapter if the person (1) is a purchaser to whom a security is delivered under AS 45.08.301; or (2) acquires a security entitlement to the security under AS 45.08.501. (b) A person acquires a financial asset…
AS 45.08.105 Notice of adverse claim.
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(a) A person has notice of an adverse claim if (1) the person knows of the adverse claim; (2) the person is aware of facts sufficient to indicate that there is a significant probability that the adverse claim exists and deliberately avoids information that would establish the exi…
AS 45.08.106 Control.
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(a) A purchaser has control of a certificated security in bearer form if the certificated security is delivered to the purchaser. (b) A purchaser has control of a certificated security in registered form if the certificated security is delivered to the purchaser, and the certific…
AS 45.08.107 Whether endorsement, instruction, or entitlement order is effective.
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(a) An endorsement, instruction, or entitlement order is effective if (1) it is made by the appropriate person; (2) it is made by a person who has power under the law of agency to transfer the security or financial asset on behalf of the appropriate person, including, in the case…
AS 45.08.108 Warranties in direct holding.
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(a) A person who transfers a certificated security to a purchaser for value warrants to the purchaser, and an endorser, if the transfer is by endorsement, warrants to any subsequent purchaser, that (1) the certificate is genuine and has not been materially altered; (2) the transf…
AS 45.08.109 Warranties in indirect holding.
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(a) A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary that (1) the entitlement order is made by an appropriate person, or if the entitlement order is by an agent, the agent has actual authority to act on behalf of th…
AS 45.08.110 Applicability; choice of law.
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(a) The local law of the issuer's jurisdiction, as specified in (f) of this section, governs (1) the validity of a security; (2) the rights and duties of the issuer with respect to registration of transfer; (3) the effectiveness of registration of transfer by the issuer; (4) whet…
AS 45.08.111 Clearing corporation rules.
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A rule adopted by a clearing corporation governing rights and obligations among the clearing corporation and its participants in the clearing corporation is effective even if the rule conflicts with this chapter and affects another party who does not consent to the rule.
AS 45.08.112 Creditor's legal process.
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(a) The interest of a debtor in a certificated security may be reached by a creditor only by actual seizure of the security certificate by the officer making the attachment or levy, except as otherwise provided in (d) of this section. However, a certificated security for which th…
AS 45.08.113 Statute of frauds inapplicable.
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A contract or modification of a contract for the sale or purchase of a security is enforceable whether or not there is a writing signed or record authenticated by a party against whom enforcement is sought, even if the contract or modification is not capable of performance within…
AS 45.08.114 Evidentiary rules concerning certificated securities.
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The following rules apply in an action on a certificated security against the issuer: (1) unless specifically denied in the pleadings, each signature on a security certificate or in a necessary endorsement is admitted; (2) if the effectiveness of a signature is put in issue, the …
AS 45.08.115 Securities intermediary and others not liable to adverse claimant.
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A securities intermediary that has transferred a financial asset under an effective entitlement order, or a broker or other agent or bailee that has dealt with a financial asset at the direction of its customer or principal, is not liable to a person having an adverse claim to th…
AS 45.08.116 Securities intermediary as purchaser for value.
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Article 2. Issue — Issuer. A securities intermediary that receives a financial asset and establishes a security entitlement to the financial asset in favor of an entitlement holder is a purchaser for value of the financial asset. A securities intermediary that acquires a security…
AS 45.08.201 “Issuer”.
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(a) With respect to obligations on or defenses to a security, “issuer” includes a person who (1) places or authorizes the placing of the person's name on a security certificate, other than as authenticating trustee, registrar, transfer agent, or the like, to evidence a share, par…
AS 45.08.202 Issuer's responsibility and defenses; notice of defect or defense.
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(a) Even against a purchaser for value and without notice, the terms of a certificated security include terms stated on the certificate and terms made part of the security by reference on the certificate to another instrument, indenture, or document or to a constitution, statute,…
AS 45.08.203 Staleness as notice of defects or defenses.
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(a) After an act or event, other than a call that has been revoked, creating a right to immediate performance of the principal obligation represented by a certificated security or setting a date on or after which the security is to be presented or surrendered for redemption or ex…
AS 45.08.204 Effect of issuer's restriction on transfer.
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A restriction on transfer of a security imposed by the issuer, even though otherwise lawful, is ineffective against a person without knowledge of the restriction unless the security (1) is certificated and the restriction is noted conspicuously on the security certificate; or (2)…
AS 45.08.205 Effect of unauthorized signature on security certificate.
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An unauthorized signature placed on a security certificate before or in the course of issue is ineffective, but the signature is effective in favor of a purchaser for value of the certificated security if the purchaser is without notice of the lack of authority and the signing ha…
AS 45.08.206 Completion or alteration of certificated security.
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(a) If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in another respect, (1) a person may complete it by filling in the blanks as authorized; and (2) even if the blanks are incorrectly filled in, the security certificate as co…
AS 45.08.207 Rights and duties of issuer with respect to registered owners.
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(a) Before due presentment for registration of transfer of a certificated security in registered form or of an instruction requesting registration of transfer of an uncertificated security, the issuer or indenture trustee may treat the registered owner as the person exclusively e…
AS 45.08.208 Effect of signature of authenticating trustee, registrar, or transfer agent.
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(a) A person signing a security certificate as authenticating trustee, registrar, transfer agent, or the like, warrants to a purchaser for value of the certificated security, if the purchaser is without notice of the particular defect, that (1) the certificate is genuine; (2) the…
AS 45.08.209 Issuer's lien.
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A lien in favor of an issuer upon a certificated security is valid against a purchaser only if the right of the issuer to the lien is noted conspicuously on the security certificate.
AS 45.08.210 Overissue.
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Article 3. Purchase. (a) Except as otherwise provided in (b) and (c) of this section, the provisions of AS 45.08.201 — 45.08.210 that validate a security or compel its issue or reissue do not apply to the extent that validation, issue, or reissue would result in overissue. (b) If…
AS 45.08.301 Delivery.
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(a) Delivery of a certificated security to a purchaser occurs when (1) the purchaser acquires possession of the security certificate; (2) another person, other than a securities intermediary, either acquires possession of the security certificate on behalf of the purchaser or, ha…
AS 45.08.302 Rights of purchaser.
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(a) Except as otherwise provided in (b) and (c) of this section, a purchaser of a certificated or uncertificated security acquires all rights in the security that the transferor had or had power to transfer. (b) A purchaser of a limited interest acquires rights only to the extent…
AS 45.08.303 Protected purchaser.
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(a) In this chapter, “protected purchaser” means a purchaser of a certificated or uncertificated security, or of an interest in the security, who gives value, does not have notice of an adverse claim to the security, and obtains control of the certificated or uncertificated secur…
AS 45.08.304 Endorsement.
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(a) An endorsement may be in blank or special. An endorsement in blank includes an endorsement to bearer. A special endorsement specifies to whom a security is to be transferred or who has power to transfer it. A holder may convert a blank endorsement to a special endorsement. (b…
AS 45.08.305 Instruction.
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(a) If an instruction has been originated by an appropriate person but is incomplete in another respect, any person may complete the instruction as authorized and the issuer may rely on the instruction as completed, even though the instruction has been completed incorrectly. (b) …
AS 45.08.306 Effect of guaranteeing signature, endorsement, or instruction.
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(a) A person who guarantees a signature of an endorser of a security certificate warrants that at the time of signing (1) the signature was genuine; (2) the signer was an appropriate person to endorse, or if the signature is by an agent, the agent had actual authority to act on b…
AS 45.08.307 Purchaser's right to requisites for registration of transfer.
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Unless otherwise agreed, the transferor of a security on due demand shall supply the purchaser with proof of authority to transfer or with any other requisite necessary to obtain registration of the transfer of the security, but if the transfer is not for value, a transferor does…
AS 45.08.308 Secs. 45.08.308 — 45.08.321. [Repealed, § 68 ch 17 SLA 1996.]
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Article 4. Registration.
AS 45.08.401 Duty of issuer to register transfer.
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(a) If a certificated security in registered form is presented to the issuer with a request to register transfer or an instruction is presented to the issuer with a request to register transfer of an uncertificated security, the issuer shall register the transfer as requested if …
AS 45.08.402 Assurance that endorsements and instructions are effective.
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(a) An issuer may require the following assurance that each necessary endorsement or each instruction is genuine and authorized: (1) in all cases, a guarantee of the signature of the person making an endorsement or originating an instruction including, in the case of an instructi…
AS 45.08.403 Demand that issuer not register transfer.
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(a) A person who is an appropriate person to make an endorsement or originate an instruction may demand that the issuer not register transfer of a security by communicating to the issuer a notification that identifies the registered owner and the issue of which the security is a …
AS 45.08.404 Wrongful registration.
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(a) Except as otherwise provided in AS 45.08.406, an issuer is liable for wrongful registration of transfer if the issuer has registered a transfer of a security to a person not entitled to the security and the transfer was registered (1) under an ineffective endorsement or instr…
AS 45.08.405 Lost, destroyed, and stolen certificated securities.
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(a) [Repealed, § 68 ch 17 SLA 1996.] (b) If the owner of a certificated security, whether in registered or bearer form, claims that the certificate has been lost, destroyed, or wrongfully taken, the issuer shall issue a new certificate if the owner (1) so requests before the issu…
AS 45.08.406 Obligation to notify issuer of lost, destroyed, or wrongfully taken security certificate.
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If a security certificate has been lost, apparently destroyed, or wrongfully taken, the owner fails to notify the issuer of the loss, destruction, or taking within a reasonable time after the owner has notice of the loss, destruction, or taking, and the issuer registers a transfe…
AS 45.08.407 Authenticating trustee, transfer agent, and registrar.
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A person acting as authenticating trustee, transfer agent, registrar, or other agent for an issuer in the registration of a transfer of its securities, in the issue of new security certificates or uncertificated securities, or in the cancellation of surrendered security certifica…
AS 45.08.408 Statements of uncertificated securities. [Repealed, § 68 ch 17 SLA 1996.]
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Article 5. Security Entitlements.
AS 45.08.501 Acquisition of security entitlement from securities intermediary; securities account.
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(a) Except as otherwise provided in (b) and (c) of this section, a person acquires a security entitlement if a securities intermediary (1) indicates by book entry that a financial asset has been credited to the person's securities account; (2) receives a financial asset from the …
AS 45.08.502 Assertion of adverse claim against entitlement holder.
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An action based on an adverse claim to a financial asset, whether framed in conversion, replevin, constructive trust, equitable lien, or other theory, may not be asserted against a person who acquires a security entitlement under AS 45.08.501 for value and without notice of the a…
AS 45.08.503 Property interest of entitlement holder in financial asset held by securities intermediary.
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(a) To the extent necessary for a securities intermediary to satisfy all security entitlements with respect to a particular financial asset, all interests in that financial asset held by the securities intermediary are held by the securities intermediary for the entitlement holde…
AS 45.08.504 Duty of securities intermediary to maintain financial asset.
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(a) A securities intermediary shall promptly obtain and maintain a financial asset in a quantity corresponding to the aggregate of all security entitlements the securities intermediary has established in favor of the securities intermediary's entitlement holders with respect to t…
AS 45.08.505 Duty of securities intermediary with respect to payments and distributions.
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(a) A securities intermediary shall take action to obtain a payment or distribution made by the issuer of a financial asset. A securities intermediary satisfies the duty if (1) the securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and …
AS 45.08.506 Duty of securities intermediary to exercise rights as directed by entitlement holder.
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A securities intermediary shall exercise rights with respect to a financial asset if directed by an entitlement holder to exercise the rights. A securities intermediary satisfies the duty if (1) the securities intermediary acts with respect to the duty as agreed upon by the entit…
AS 45.08.507 Duty of securities intermediary to comply with entitlement order.
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(a) A securities intermediary shall comply with an entitlement order if the entitlement order is originated by the appropriate person, the securities intermediary has had reasonable opportunity to assure itself that the entitlement order is genuine and authorized, and the securit…
AS 45.08.508 Duty of securities intermediary to change entitlement holder's position to other form of security holding.
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A securities intermediary shall act at the direction of an entitlement holder to change a security entitlement into another available form of holding for which the entitlement holder is eligible or to cause the financial asset to be transferred to a securities account of the enti…