Duty of issuer to register transfer.

1. 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: a. under the terms of the security the person seeking registration of transfer is eligible to have the security registered in its name; b. the indorsement or instruction is made by the appropriate person or by an agent who has actual authority to act on behalf of the appropriate person; c. reasonable assurance is given that the indorsement or instruction is genuine and authorized ( section 554.8402 ); d. any applicable law relating to the collection of taxes has been complied with; e. the transfer does not violate any restriction on transfer imposed by the issuer in accordance with section 554.8204 ; f. a demand that the issuer not register transfer has not become effective under section 554.8403 , or the issuer has complied with section 554.8403, subsection 2 , but no legal process or indemnity bond is obtained as provided in section 554.8403, subsection 4 ; and g. the transfer is in fact rightful or is to a protected purchaser. 2. 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. [C66, 71, 73, 75, 77, 79, 81, §554.8401 ] 89 Acts, ch 113, §37 ; 96 Acts, ch 1138, §41, 84 ; 97 Acts, ch 23, §72