Chapter 490 — Chapter 490

§490:7-505 Indorser not guarantor for other parties. The indorsement of a tangible document of title issued by a bailee does not make the indorser liable for any default by the bailee or previous indorsers. [L 2004, c 163, pt of §1]

§490:7-506 Delivery without indorsement: right to compel indorsement. The transferee of a negotiable tangible document of title has a specifically enforceable right to have its transferor supply any necessary indorsement, but the transfer becomes a negotiation only as of the time…

§490:7-507 Warranties on negotiation or delivery of document of title. If a person negotiates or delivers a document of title for value, otherwise than as a mere intermediary under section 490:7-508, unless otherwise agreed, the transferor, in addition to any warranty made in sel…

§490:7-508 Warranties of collecting bank as to documents of title. A collecting bank or other intermediary known to be entrusted with documents of title on behalf of another or with collection of a draft or other claim against delivery of documents warrants by the delivery of the…

§490:7-509 Adequate compliance with commercial contract. Whether a document of title is adequate to fulfill the obligations of a contract for sale, a contract for lease, or the conditions of a letter of credit is determined by article 2, 2A, or 5. [L 2004, c 163, pt of §1]

PART 6. WAREHOUSE RECEIPTS AND BILLS OF LADING: MISCELLANEOUS PROVISIONS §490:7-601 Lost, stolen, or destroyed documents of title. (a) If a document of title is lost, stolen, or destroyed, a court may order delivery of the goods or issuance of a substitute document and the bailee…

§490:7-602 Judicial process against goods covered by negotiable document of title. Unless a document of title was originally issued upon delivery of the goods by a person that did not have power to dispose of them, a lien does not attach by virtue of any judicial process to goods…

§490:7-603 Conflicting claims; interpleader. If more than one person claims title to or possession of the goods, the bailee is excused from delivery until the bailee has a reasonable time to ascertain the validity of the adverse claims or to commence an action for interpleader. T…

PART 7. MISCELLANEOUS PROVISIONS §490:7-701 Applicability. This article applies to a document of title that is issued or a bailment that arises on or after July 2, 2004. This article does not apply to a document of title that is issued or a bailment that arises before July 2, 200…

§490:7-702 Savings clause. A document of title issued or a bailment that arises before July 2, 2004 and the rights, obligations, and interests flowing from that document or bailment are governed by any statute or other rule amended or repealed by the act that enacted this article…

ARTICLE 8. [OLD] INVESTMENT SECURITIES §§490:8-101 to 490:8-408 REPEALED. L 1997, c 33, §1. ARTICLE 8. INVESTMENT SECURITIES PART 1. SHORT TITLE AND GENERAL MATTERS §490:8-101 Short title. This article may be cited as Uniform Commercial Code--Investment Securities. [L 1997, c 33,…

§490:8-103 Rules for determining whether certain obligations and interests are securities or financial assets. (a) A share or similar equity interest issued by a corporation, business trust, joint stock company, or similar entity shall be deemed a security. (b) An "investment com…

§490:8-104 Acquisition of security or financial asset or interest therein. (a) A person acquires a security or an interest therein, under this article, if: (b) A person acquires a financial asset, other than a security, or an interest therein, under this article, if the person ac…

§490:8-105 Notice of adverse claim. (a) A person has notice of an adverse claim if: (b) Having knowledge that a financial asset or interest therein is or has been transferred by a representative imposes no duty of inquiry into the rightfulness of a transaction and is not notice o…

§490:8-106 Control. (a) A purchaser shall be deemed to have "control" of a certificated security in bearer form if the certificated security is delivered to the purchaser. (b) A purchaser shall be deemed to have "control" of a certificated security in registered form if the certi…

§490:8-107 Whether indorsement, instruction, or entitlement order is effective. (a) "Appropriate person" means: (b) An indorsement, instruction, or entitlement order is effective if: (c) An indorsement, instruction, or entitlement order made by a representative is effective even …

§490:8-108 Warranties in direct holding. (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: (b) A person who originates an instructi…

§490:8-109 Warranties in indirect holding. (a) A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary that: (b) A person who delivers a security certificate to a securities intermediary for credit to a securities account …

§490:8-110 Applicability; choice of law. (a) The local law of the issuer's jurisdiction, as specified in subsection (d), shall govern: (b) The local law of the securities intermediary's jurisdiction, as specified in subsection (e), shall govern: (c) The local law of the jurisdict…

§490:8-111 Clearing corporation rules. 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 article and affects another party who…

§490:8-112 Creditor's legal process. (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). However, a ce…

§490:8-113 Statute of frauds inapplicable. 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 modifi…

§490:8-114 Evidentiary rules concerning certificated securities. The following rules apply in an action on a certificated security against the issuer:

§490:8-115 Securities intermediary and others not liable to adverse claimant. A securities intermediary that has transferred a financial asset pursuant to an effective entitlement order, or a broker or other agent or bailee that has dealt with a financial asset at the direction o…

§490:8-116 Securities intermediary as purchaser for value. 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 inter…

PART 2. ISSUE AND ISSUER §490:8-201 Issuer. (a) With respect to an obligation on or a defense to a security, an "issuer" includes a person that: (b) With respect to an obligation on or defense to a security, a guarantor is an issuer to the extent of its guaranty, whether or not i…

§490:8-202 Issuer's responsibility and defenses; notice of defect or defense. (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 certificat…

§490:8-203 Staleness as notice of defect or defense. 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…

§490:8-204 Effect of issuer's restriction on transfer. 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:

§490:8-205 Effect of unauthorized signature on security certificate. 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 pu…

§490:8-206 Completion or alteration of security certificate. (a) If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect: (b) A complete security certificate that has been improperly altered, even if fraudulently…

§490:8-207 Rights and duties of issuer with respect to registered owners. (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 in…

§490:8-208 Effect of signature of authenticating trustee, registrar, or transfer agent. (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 …

§490:8-209 Issuer's lien. 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. [L 1997, c 33, pt of §2]

§490:8-210 Overissue. (a) In this 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)…

PART 3. TRANSFER OF CERTIFICATED AND UNCERTIFICATED SECURITIES §490:8-301 Delivery. (a) Delivery of a certificated security to a purchaser occurs when: (b) Delivery of an uncertificated security to a purchaser occurs when:

§490:8-302 Rights of purchaser. (a) Except as otherwise provided in subsections (b) and (c), 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 acquir…

§490:8-303 Protected purchaser. (a) "Protected purchaser" means a purchaser of a certificated or uncertificated security, or of an interest therein, who: (b) A protected purchaser acquires its interest in the security free of any adverse claim. [L 1997, c 33, pt of §2; am L 2023,…

§490:8-304 Indorsement. (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…

§490:8-305 Instruction. (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 otherw…

§490:8-307 Purchaser's right to requisites for registration of transfer. 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…

PART 4. REGISTRATION §490:8-401 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 uncertificate…

§490:8-402 Assurance that indorsement or instruction is effective. (a) An issuer may require the following assurance that each necessary indorsement or each instruction is genuine and authorized: (b) An issuer may elect to require reasonable assurance beyond that specified in thi…

§490:8-403 Demand that issuer not register transfer. (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 regis…

§490:8-404 Wrongful registration. (a) Except as otherwise provided in section 490:8-406, 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: (b) An issuer …

§490:8-405 Replacement of lost, destroyed, or wrongfully taken security certificate. (a) If an 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 certifica…

§490:8-406 Obligation to notify issuer of lost, destroyed, or wrongfully taken security certificate. If a security certificate has been lost, apparently destroyed, or wrongfully taken, and the owner fails to notify the issuer of that fact within a reasonable time after the owner …

§490:8-407 Authenticating trustee, transfer agent, and registrar. 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 se…

PART 5. SECURITY ENTITLEMENTS §490:8-501 Securities account; acquisition of security entitlement from securities intermediary. (a) "Securities account" means an account to which a financial asset is or may be credited in accordance with an agreement under which the person maintai…

§490:8-502 Assertion of adverse claim against entitlement holder. 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 en…