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2 chapters · 613 sections in this title.
Mich. Comp. Laws § 440.7501 Negotiable document of title; indorsement; notice of arrival.
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Sec. 7501. (1) All of the following rules apply to a negotiable tangible document of title: (a) If the document's original terms run to the order of a named person, the document is negotiated by the named person's indorsement and delivery. After the named person's indorsement in …
Mich. Comp. Laws § 440.7502 Negotiation; rights acquired.
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Sec. 7502. (1) Subject to sections 7205 and 7503, a holder to which a negotiable document of title is duly negotiated acquires all of the following: (a) Title to the document. (b) Title to the goods. (c) All rights accruing under the law of agency or estoppel, including rights to…
Mich. Comp. Laws § 440.7503 Documents of title to goods; defeat in certain cases.
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Sec. 7503. (1) A document of title confers no right in goods against a person that before issuance of the document had a legal interest or a perfected security interest in the goods and that did not do any of the following: (a) Deliver or entrust the goods or any document of titl…
Mich. Comp. Laws § 440.7504 Documents of title; transfer by delivery in absence of due negotiation; effect; defeat of transfer rights; diversion or change of shipping instructions; stoppage of delivery.
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Sec. 7504. (1) A transferee of a document of title, whether negotiable or nonnegotiable, to which the document has been delivered but not duly negotiated, acquires the title and rights that its transferor had or had actual authority to convey. (2) In the case of a transfer of a n…
Mich. Comp. Laws § 440.7505 Documents of title; liability of indorser.
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Sec. 7505. 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 by previous indorsers.
Mich. Comp. Laws § 440.7506 Documents of title; delivery without indorsement; right to have indorsement supplied.
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Sec. 7506. 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 the indorsement is supplied.
Mich. Comp. Laws § 440.7507 Documents of title; warranties on negotiation or delivery for value.
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Sec. 7507. If a person negotiates or delivers a document of title for value, otherwise than as a mere intermediary under section 7508, unless otherwise agreed, the transferor, in addition to any warranty made in selling or leasing the goods, warrants to its immediate purchaser on…
Mich. Comp. Laws § 440.7508 Documents of title; warranties of collecting bank.
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Sec. 7508. 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 documents only its own good faith and authority even if…
Mich. Comp. Laws § 440.7509 Documents of title; adequacy as contract for sale, lease, or conditions of a credit.
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Sec. 7509. 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.
Mich. Comp. Laws § 440.7601 Lost, stolen, or destroyed documents of title; delivery of goods or issuance of substitute document; indemnity.
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Sec. 7601. (1) 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 may without liability to any person comply with the order. If the document was negotiable, a court may not order delive…
Mich. Comp. Laws § 440.7602 Judicial process; surrender of document of title; purchaser for value.
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Sec. 7602. 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 in the possession of a bailee for which a negotiable document of title …
Mich. Comp. Laws § 440.7603 Conflicting claims; interpleader.
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Sec. 7603. If more than 1 person claims title to or possession of the goods, the bailee is excused from delivery until the bailee has had a reasonable time to ascertain the validity of the adverse claims or to commence an action for interpleader. The bailee may assert an interple…
Mich. Comp. Laws § 440.7701 Applicability of amendatory act.
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Sec. 7701. (1) The amendatory act that added this section applies to a document of title that is issued or a bailment that arises on or after the effective date of that amendatory act. (2) The amendatory act that added this section does not apply to a document of title that is is…
Mich. Comp. Laws § 440.7702 Document of title issued or bailment that arises before effective date of amendatory act.
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Sec. 7702. A document of title issued or a bailment that arises before the effective date of the amendatory act that added this section and the rights, obligations, and interests flowing from that document or bailment are governed by any statute amended or repealed by that amenda…
Mich. Comp. Laws § 440.8101 Uniform commercial code—investment securities; cited as.
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Sec. 8101. This article may be cited as uniform commercial code—investment securities.
Mich. Comp. Laws § 440.8102 Definitions.
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Sec. 8102. (1) As used in this article: (a) "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. (b) "Bearer form…
Mich. Comp. Laws § 440.8103 Share or equity interest as security; "investment company security" defined; interest in partnership or limited liability company as security or financial asset; writing; option or similar obligation issued by clearing corporation as financial asset; commodity contract; financial asset.
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Sec. 8103. (1) A share or similar equity interest issued by a corporation, business trust, joint stock company, or similar entity is a security. (2) An investment company security is a security. "Investment company security" means a share or similar equity interest issued by an e…
Mich. Comp. Laws § 440.8104 Security or interest in security; financial asset; security entitlement; acquisition; placing security or financial asset in possession of another person.
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Sec. 8104. (1) A person acquires a security or an interest in a security under this article in either of the following situations: (a) The person is a purchaser to whom a security is delivered pursuant to section 8301. (b) The person acquires a security entitlement to the securit…
Mich. Comp. Laws § 440.8105 Notice of adverse claim.
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Sec. 8105. (1) A person has notice of an adverse claim if 1 or more of the following apply: (a) The person knows of the adverse claim. (b) The person is aware of facts sufficient to indicate that there is a significant probability that the adverse claim exists and deliberately av…
Mich. Comp. Laws § 440.8106 Certificated security in bearer form; certificated security in registered form; uncertificated security; security entitlement; control; agreement by issuer or securities intermediary.
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Sec. 8106. (1) A purchaser has "control" of a certificated security in bearer form if the certificated security is delivered to the purchaser. (2) A purchaser has "control" of a certificated security in registered form if the certificated security is delivered to the purchaser an…
Mich. Comp. Laws § 440.8107 “Appropriate person” defined; effectiveness of indorsement, instruction, or entitlement order.
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Sec. 8107. (1) "Appropriate person" means 1 or more of the following: (a) With respect to an indorsement, the person specified by a security certificate or by an effective special indorsement to be entitled to the security. (b) With respect to an instruction, the registered owner…
Mich. Comp. Laws § 440.8108 Warranty to purchaser.
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Sec. 8108. (1) 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, and warrants to any subsequent purchaser all of the following: (a) The certificate is genuine and has not been mat…
Mich. Comp. Laws § 440.8109 Warranty to securities intermediary.
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Sec. 8109. (1) A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary both of the following: (a) The entitlement order is made by an appropriate person, or if the entitlement order is by an agent, the agent has actual aut…
Mich. Comp. Laws § 440.8110 Jurisdiction.
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Sec. 8110. (1) The law of the issuer's jurisdiction, as specified in subsection (4), governs all of the following: (a) The validity of a security. (b) The rights and duties of the issuer with respect to registration of transfer. (c) The effectiveness of registration of transfer b…
Mich. Comp. Laws § 440.8111 Rule adopted by clearing corporation; effect.
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Sec. 8111. 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.
Mich. Comp. Laws § 440.8112 Reaching interest of debtor.
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Sec. 8112. (1) 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 (4). However, a certificated security for wh…
Mich. Comp. Laws § 440.8113 Sale or purchase of security; enforcement of contract or contract modification.
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Sec. 8113. 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 perform…
Mich. Comp. Laws § 440.8114 Action on certificated security against issuer; rules.
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Sec. 8114. The following rules apply in an action on a certificated security against the issuer: (a) Unless specifically denied in the pleadings, each signature on a security certificate or in a necessary indorsement is admitted. (b) If the effectiveness of a signature is put in …
Mich. Comp. Laws § 440.8115 Transferring or dealing with financial asset; liability of securities intermediary, broker, or agent.
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Sec. 8115. 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 of its customer or principal, is not liable to a person having an ad…
Mich. Comp. Laws § 440.8116 Securities intermediary as purchaser for value of financial asset; acquisition of security entitlement for value.
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Sec. 8116. 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 entitlement to …
Mich. Comp. Laws § 440.8201 “Issuer” defined.
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Sec. 8201. (1) With respect to an obligation on or a defense to a security, an "issuer" includes a person that does 1 or more of the following: (a) Places or authorizes the placing of its name on a security certificate, other than as authenticating trustee, registrar, transfer ag…
Mich. Comp. Laws § 440.8202 Terms of security; effect of defect going to validity of security; rules; defenses; right of party to cancel contract.
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Sec. 8202. (1) Even against a purchaser for value and without notice, the terms of a certified 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, …
Mich. Comp. Laws § 440.8203 Conditions to charging purchaser with notice of defect.
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Sec. 8203. 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 redemptio…
Mich. Comp. Laws § 440.8204 Restriction on transfer of security.
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Sec. 8204. 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: (a) The security is certificated and the restriction is noted conspicuously on the certificate. (b)…
Mich. Comp. Laws § 440.8205 Unauthorized signature.
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Sec. 8205. 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…
Mich. Comp. Laws § 440.8206 Completion or alteration of security certificate.
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Sec. 8206. (1) If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect, it may be completed as follows: (a) Any person may complete it by filling in the blanks as authorized. (b) Even though the blanks are incorr…
Mich. Comp. Laws § 440.8207 Rights of issuer or indenture trustee with respect to registered owner.
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Sec. 8207. (1) 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 e…
Mich. Comp. Laws § 440.8208 Warranty of person signing security certificate.
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Sec. 8208. (1) 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: (a) The certificate is genu…
Mich. Comp. Laws § 440.8210 Overissue.
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Sec. 8210. (1) 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. (2) Except as otherwise provided in subsections (3) and (4), t…
Mich. Comp. Laws § 440.8301 Delivery of certificated or uncertificated security to purchaser.
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Sec. 8301. (1) Delivery of a certificated security to a purchaser occurs when 1 of the following occurs: (a) The purchaser acquires possession of the security certificate. (b) Another person, other than a securities intermediary, either acquires possession of the security certifi…
Mich. Comp. Laws § 440.8302 Purchaser of security; rights acquired.
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Sec. 8302. (1) Except as otherwise provided in subsections (2) and (3), a purchaser of a certificated or uncertificated security acquires all rights in the security that the transferor had or had power to transfer. (2) A purchaser of a limited interest acquires rights only to the…
Mich. Comp. Laws § 440.8303 “Protected purchaser” defined.
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Sec. 8303. (1) "Protected purchaser" means a purchaser of a certificated or uncertificated security, or of an interest in a certificated or uncertificated security and meets all of the following: (a) Gives value. (b) Does not have notice of any adverse claim to the security. (c) …
Mich. Comp. Laws § 440.8304 Indorsement.
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Sec. 8304. (1) 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 indo…
Mich. Comp. Laws § 440.8305 Initiation or origination of instruction; completion; reliance; assumption of obligations.
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Sec. 8305. (1) 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. (2) Unless otherwise agreed, a…
Mich. Comp. Laws § 440.8306 Warranties generally.
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Sec. 8306. (1) A person who guarantees a signature of an indorser of a security certificate warrants that at the time of signing all of the following are true: (a) The signature was genuine. (b) The signer was an appropriate person to indorse, or if the signature is by an agent, …
Mich. Comp. Laws § 440.8307 Transfer of security on due demand; supplying requisite necessary to obtain registration; effect of noncompliance.
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Sec. 8307. 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 tran…
Mich. Comp. Laws § 440.8401 Registration of transfer; duty and liability of issuer.
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Sec. 8401. (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 requ…
Mich. Comp. Laws § 440.8402 Indorsement as genuine and authorized; assurance; definitions.
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Sec. 8402. (1) The issuer may require the following assurance that each necessary indorsement or each instruction is genuine and authorized: (a) In all cases, a guarantee of the signature of the person making an indorsement or originating an instruction including, in the case of …
Mich. Comp. Laws § 440.8403 Demand; effect; notification; period of time; liability of issuer.
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Sec. 8403. (1) 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 sec…
Mich. Comp. Laws § 440.8404 Liability of issuer for wrongful registration or transfer.
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Sec. 8404. (1) Except as otherwise provided in section 8406, 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 in 1 or more of the following ways: (a) Pur…