Title 8

NRS 104.8111 Rules of clearing corporation. 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 the Uniform Commercial Code and affec…

NRS 104.8112 Creditor’s legal process. 1. Except as otherwise provided in subsection 4, 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. However, a cer…

NRS 104.8113 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 modi…

NRS 104.8114 Evidentiary rules concerning certificated securities. The following rules apply in an action on a certificated security against an issuer: 1. Unless specifically denied in the pleadings, each signature on a security certificate or in a necessary endorsement is admitt…

NRS 104.8115 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…

NRS 104.8116 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 int…

NRS 104.8201 “Issuer.” 1. With respect to an obligation on or a defense to a security, an “issuer” includes a person who: (a) Places or authorizes the placing of his or her name on a security certificate, other than as authenticating trustee, registrar, transfer agent or the like…

NRS 104.8202 Issuer’s responsibility and defenses; notice of defect or defense. 1. Even against a purchaser for value and without notice, the terms of a certificated security include the terms stated on the certificate and the terms made part of the security by reference on the c…

NRS 104.8203 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 After an act or event, other than a call that has been revoked, creating a right to immediate performance of the principal obligation represented by a certificated security or setting a date on or after which the security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 …

NRS 104.8204 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 any person without actual knowledge of the restriction unless: 1. The security is certificated and the restrict…

NRS 104.8205 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 …

NRS 104.8206 Completion or alteration of security certificate. 1. If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect: (a) Any person may complete it by filling in the blanks as authorized; and (b) Even thoug…

NRS 104.8207 Rights and duties of issuer with respect to registered owners. 1. Before the presentment for registration of transfer of a certificated security in registered form or of an instruction requesting transfer of an uncertificated security, the issuer or indenture trustee…

NRS 104.8208 Effect of signature of authenticating trustee, registrar or transfer agent. 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…

NRS 104.8209 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. (Added to NRS by 1965, 877; A 1985, 88; 1997, 388)

NRS 104.8210 Overissue. 1. As used 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 subsect…

NRS 104.8301 Delivery. 1. Delivery of a certificated security to a purchaser occurs when: (a) The purchaser acquires possession of the security certificate; (b) Another person, other than a securities intermediary, acquires possession of the security certificate on behalf of the …

NRS 104.8302 Rights of purchaser. 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 r…

NRS 104.8303 Protected purchaser. 1. “Protected purchaser” means a purchaser of a certificated or uncertificated security, or of an interest therein, who: (a) Gives value; (b) Does not have notice of any adverse claim to the security; and (c) Obtains control of the certificated o…

NRS 104.8304 Endorsement. 1. 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 …

NRS 104.8305 Instruction. 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 otherw…

NRS 104.8306 Effect of guaranteeing signature, endorsement or instruction. 1. A person who guarantees a signature of an endorser of a security certificate warrants that at the time of signing: (a) The signature was genuine; (b) The signer was an appropriate person to endorse, or …

NRS 104.8307 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 transf…

NRS 104.8401 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 issu…

NRS 104.8402 Assurance that endorsement or instruction is effective. 1. An issuer may require the following assurance that each necessary endorsement or each instruction is genuine and authorized: (a) In all cases, a guaranty of the signature of the person making an endorsement o…

NRS 104.8403 Demand that issuer not register transfer. 1. 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 regi…

NRS 104.8404 Wrongful registration. 1. Except as otherwise provided in NRS 104.8406, 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: (a) Pursuant to an…

NRS 104.8405 Replacement of lost, destroyed or wrongfully taken security certificate. 1. 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 certificat…

NRS 104.8406 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 h…

NRS 104.8407 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…

NRS 104.8501 Securities account; acquisition of security entitlement from securities intermediary. 1. “Securities account” means an account to which a financial asset is or may be credited in accordance with an agreement under which the person maintaining the account undertakes t…

NRS 104.8502 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 e…

NRS 104.8503 Property interest of entitlement holder in financial asset held by securities intermediary. 1. 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 ass…

NRS 104.8504 Duty of securities intermediary to maintain financial asset. 1. A securities intermediary shall promptly obtain and thereafter maintain a financial asset in a quantity corresponding to the aggregate of all security entitlements it has established in favor of its enti…

NRS 104.8505 Duty of securities intermediary with respect to payments and distributions. 1. 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: (a) It acts with r…

NRS 104.8506 Duty of securities intermediary to exercise rights as directed by entitlement holder. A securities intermediary shall exercise rights with respect to a financial asset if directed to do so by an entitlement holder. A securities intermediary satisfies the duty if: 1. …

NRS 104.8507 Duty of securities intermediary to comply with entitlement order. 1. 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 assur…

NRS 104.8508 Duty of securities intermediary to change entitlement holder’s position to other form of security holding. 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 …

NRS 104.8509 Specification of duties of securities intermediary by other statute or regulation; manner of performance of duties of securities intermediary and exercise of rights of entitlement holder. 1. If the substance of a duty imposed upon a securities intermediary by NRS 104…

NRS 104.8510 Rights of purchaser of security entitlement from entitlement holder. 1. In a case not covered by the rules of priority in article 9 or the rules stated in subsection 3, an action based on an adverse claim to a financial asset or security entitlement, whether framed i…

NRS 104.8511 Priority among security interests and entitlement holders. 1. Except as otherwise provided in subsections 2 and 3, if a securities intermediary does not have sufficient interests in a particular financial asset to satisfy both its obligations to entitlement holders w…

NRS 104.9101 Short title. This article may be cited as Uniform Commercial Code—Secured Transactions. (Added to NRS by 1999, 281)

NRS 104.9102 Definitions and index of definitions. 1. In this Article: (a) “Accession” means goods that are physically united with other goods in such a manner that the identity of the original goods is not lost. (b) “Account,” except as used in “account for,” “account statement,…

NRS 104.9103 Purchase-money security interest: Circumstances of existence; applicability of payments; burden of establishing. 1. In this section: (a) “Purchase-money collateral” means goods or software that secures a purchase-money obligation incurred with respect to that collate…

NRS 104.9104 Control of deposit account. 1. A secured party has control of a deposit account if: (a) The secured party is the bank with which the deposit account is maintained; (b) The debtor, secured party and bank have agreed in a signed record that the bank will comply with in…

NRS 104.9105 Control of electronic copy of record evidencing chattel paper. 1. A purchaser has control of an authoritative electronic copy of a record evidencing chattel paper if a system employed for evidencing the assignment of interests in the chattel paper reliably establishe…