Title 11 — Commercial Code

This article shall be known and may be cited as the “Uniform Commercial Code — Investment Securities.” History. Code 1981, § 11-8-101, enacted by Ga. L. 1998, p. 1323, § 1; Ga. L. 1999, p. 81, § 11.

(a) In this article: (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 ce…

Overissue, §11-8-210. Protected purchaser, §11-8-303. Securities account, §11-8-501. Delivery, §11-8-301. Destroyed security certificates. Notification to issuer, §11-8-406. Replacement, §11-8-405. Effective date, §11-8-601. Endorsements, §11-8-304. Defined, §11-8-102. Effectiveness…

(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…

(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: (1) The cer…

(a) “Appropriate person” means: (1) With respect to an indorsement, the person specified by a security certificate or by an effective special indorsement to be entitled to the security; 646 11-8-107 (2) With respect to an instruction, the registered owner of an uncertificated securi…

(a) A person who transfers a certificated security to a purchaser for value warrants to the purchaser, and an indorser, if the transfer is by indorsement, warrants to any subsequent purchaser, that: (1) The certificate is genuine and has not been materially altered; 648 11-8-108 (2…

(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 t…

(a) The local law of the issuer’s jurisdiction, as specified in subsection (d) of this Code 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 …

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 Act and affects another party who does not consent to the rule. History. Code…

(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 subsection (d) of this Code section. However, a certificated security…

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 o…

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 indorsement is admitted. (2) If the effectiveness of a signature is put in issue, the bur…

Purchaser for value, §11-8-116. Security entitlements. Adverse claims. Assertion against entitlement holder, §11-8-502. Defined, §11-8-102. Priority among security interest and entitlement holders, §11-8-511. Purchaser of security entitlement from entitlement holder. Rights, §11-8…

Definitions. Rules for determining whether certain obligations and interests are securities or financial assets. Acquisition of security or financial asset or interest therein. Notice of adverse claim. Control. Whether indorsement, instruction, or entitlement order is effective. War…

(a) With respect to an obligation on or a defense to a security, an “issuer” includes a person that: (1) Places or authorizes the placing of its name on a security certificate, other than as authenticating trustee, registrar, transfer agent, or the like, to evidence a share, parti…

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 exchang…

A restriction on transfer of a security imposed by the issuer, even if otherwise lawful, is ineffective against a person without knowledge of the restriction unless: (1) The security is certificated and the restriction is noted conspicuously on the security certificate; or (2) The …

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 has …

(a) If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect: (1) Any 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…

(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 a particular defect, that: (1) The certificate is genuine; (2) The per…

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. History. Code 1981, § 11-8-209, enacted by Ga. L. 1998, p. 1323, § 1.

(a) In this Code section, “overissue” means the issue of securities in excess of the amount the issuer has corporate power to issue, but an overissue does not occur if appropriate action has cured the overissue. (b) Except as otherwise provided in subsections (c) and (d) of this …

(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, havi…

(a) Except as otherwise provided in subsections (b) and (c) of this Code 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 onl…

(a) “Protected purchaser” means a purchaser of a certificated or uncertificated security, or of an interest therein, who: (1) Gives value; (2) Does not have notice of any adverse claim to the security; and 667 11-8-304 (3) Obtains control of the certificated or uncertificated securit…

(a) An indorsement may be in blank or special. An indorsement in blank includes an indorsement to bearer. A special indorsement specifies to whom a security is to be transferred or who has power to transfer it. A holder may convert a blank indorsement to a special indorsement. (b)…

(a) If an instruction has been originated by an appropriate person but is incomplete in any other respect, any person may complete it as authorized and the issuer may rely on it as completed, even though it has been completed incorrectly. (b) Unless otherwise agreed, a person ini…

(a) A person who guarantees a signature of an indorser of a security certificate warrants that at the time of signing: (1) The signature was genuine; (2) The signer was an appropriate person to indorse, or if the 669 11-8-306 signature is by an agent, the agent had actual authorit…

Issuer’s responsibility and defenses; notice of defect or defense. Staleness as notice of defect or defense. Effect of issuer’s restriction on transfer. Effect of unauthorized signature on security certificate. Completion or alteration of security certificate. Delivery. Rights of p…

(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)…

(a) An issuer may require the following assurance that each necessary indorsement or each instruction is genuine and authorized: (1) In all cases, a guaranty of the signature of the person making an indorsement or originating an instruction including, in the case of an instructio…

(a) A person who is an appropriate person to make an indorsement 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 67…

(a) Except as otherwise provided in Code Section 11-8-406, 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 it, and the transfer was registered: (1) Pursuant to an ineffective indorsement o…

Defined, §11-8-210. Effect, §11-8-210. Purchasers. Delivery to, §11-8-301. Protected purchaser, §11-8-303. Requisites for registration of transfer. Right of purchaser to, §11-8-307. Rights acquired, §11-8-302. Protected purchaser, §11-8-303. Registration. Assurance that endorsemen…

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 certificates…

Secured transactions, §11-8-102. Security, §11-8-102. Secured transactions, §11-8-102. DEFINED TERMS —Cont’d Security agreement. Secured transactions, §11-9-102. Security certificate. Secured transactions, §11-8-102. Security entitlement. Secured transactions, §11-8-102. Security …

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 Code Section 11-8-501 for value and without notice …

(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 t…

(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…

Duties with respect to, §11-8-505. Specification of duties by other statute or regulation, §11-8-509. Security interest. Priority among security interest and entitlement holders, §11-8-511. Signatures. Authenticating trustee’s, registrar’s or transfer agent’s signature. Effect, §1…

(a) In a case not covered by the priority rules in Article 9 of this title or the rules stated in subsection (c) of this Code section, an action based on an adverse claim to a financial asset or security entitlement, whether framed in conversion, replevin, constructive trust, equi…

Restrictions on security interest in leasehold interest or in lessor’s residual interest, §11-9-407. Security interest distinguished from lease, §11-1-203. Lessee in ordinary course of business. Rights, §11-9-321. Letter-of-credit right. Assignment. Restrictions on assignment ine…

This Act takes effect July 1, 1998. History. Code 1981, § 11-8-601, enacted by Ga. L. 1998, p. 1323, § 1.

(a) This Act does not affect an action or proceeding commenced before this Act takes effect. (b) If a security interest in a security is perfected at the date this Act takes effect, and the action by which the security interest was perfected would suffice to perfect a security in…