Title UCC, Uniform Commercial Code

Section 7--601. Lost, Stolen, or Destroyed Documents of Title.\n (a) If a document of title is lost, stolen, or destroyed, a court may\norder delivery of the goods or issuance of a substitute document and the\nbailee may without liability to any person comply with the order. If t…

Section 7--602. Judicial Process Against Goods Covered by Negotiable\n Document of Title.\n Unless a document of title was originally issued upon delivery of the\ngoods by a person that did not have power to dispose of them, a lien\ndoes not attach by virtue of any judicial proce…

Section 7--603. Conflicting Claims; Interpleader.\n If more than one person claims title to or possession of the goods,\nthe bailee is excused from delivery until the bailee has a reasonable\ntime to ascertain the validity of the adverse claims or to commence an\naction for inter…

Section 8--101. Short Title.\n This Article may be cited as Uniform Commercial Code--Investment\nSecurities.\n

Section 8--102. Definitions.\n (a) In this Article:\n (1) "Adverse claim" means a claim that a claimant has a property\n interest in a financial asset and that it is a violation of\n the rights of the claimant for another person to hold,\n transfer, or deal with the financial ass…

Section 8--103. Rules for Determining Whether Certain Obligations and\n Interests are Securities or Financial Assets.\n (a) A share or similar equity interest issued by a corporation,\nbusiness trust, joint stock company, or similar entity is a security.\n (b) An "investment comp…

Section 8--104. Acquisition of Security or Financial Asset or Interest\n Therein.\n (a) A person acquires a security or an interest therein, under this\nArticle, if:\n (1) the person is a purchaser to whom a security is delivered\n pursuant to Section 8--301; or\n (2) the person …

Section 8--105. Notice of Adverse Claim.\n (a) A person has notice of an adverse claim if:\n (1) the person knows of the adverse claim;\n (2) the person is aware of facts sufficient to indicate that\n there is a significant probability that the adverse claim\n exists and delibera…

Section 8--106. Control.\n (a) A purchaser has "control" of a certificated security in bearer\nform if the certificated security is delivered to the purchaser.\n (b) A purchaser has "control" of a certificated security in registered\nform if the certificated security is delivered…

Section 8--107. Whether Indorsement, Instruction, or Entitlement Order\n is Effective.\n (a) "Appropriate person" means:\n (1) with respect to an indorsement, the person specified by a\n security certificate or by an effective special indorsement\n to be entitled to the security;…

Section 8--108. Warranties in Direct Holding.\n (a) A person who transfers a certificated security to a purchaser for\nvalue warrants to the purchaser, and an indorser, if the transfer is by\nindorsement, warrants to any subsequent purchaser, that:\n (1) the certificate is genuin…

Section 8--109. Warranties in Indirect Holding.\n (a) A person who originates an entitlement order to a securities\nintermediary warrants to the securities intermediary that:\n (1) the entitlement order is made by an appropriate person, or if\n the entitlement order is by an agen…

Section 8--110. Applicability; Choice of Law.\n (a) The local law of the issuer's jurisdiction, as specified in\nsubsection (d), governs:\n (1) the validity of a security;\n (2) the rights and duties of the issuer with respect to\n registration of transfer;\n (3) the effectivenes…

Section 8--111. Clearing Corporation Rules.\n A rule adopted by a clearing corporation governing rights and\nobligations among the clearing corporation and its participants in the\nclearing corporation is effective even if the rule conflicts with this\narticle and affects another…

Section 8--112. Creditor's Legal Process.\n (a) The interest of a debtor in a certificated security may be reached\nby a creditor only by actual seizure of the security certificate by the\nofficer making the attachment or levy, except as otherwise provided in\nsubsection (d). How…

Section 8--113. Statute of Frauds Generally Inapplicable.\n (a) Except as provided in subsection (b), a contract or modification\nof a contract for the sale or purchase of a security is enforceable\nwhether or not there is a writing signed or record authenticated by a\nparty agai…

Section 8--114. Evidentiary Rules Concerning Certificated Securities.\n The following rules apply in an action on a certificated security\nagainst the issuer:\n (1) Unless specifically denied in the pleadings, each signature on a\nsecurity certificate or in a necessary indorsemen…

Section 8--115. Securities Intermediary and Others Not Liable to Adverse\n Claimant.\n A securities intermediary that has transferred a financial asset\npursuant to an effective entitlement order, or a broker or other agent\nor bailee that has dealt with a financial asset at the …

Section 8--116. Securities Intermediary as Purchaser for Value.\n A securities intermediary that receives a financial asset and\nestablishes a security entitlement to the financial asset in favor of an\nentitlement holder is a purchaser for value of the financial asset. A\nsecuri…

Section 8--201. Issuer.\n (a) With respect to an obligation on or a defense to a security, an\n"issuer" includes a person that:\n (1) places or authorizes the placing of its name on a security\n certificate, other than as authenticating trustee, registrar,\n transfer agent, or th…

Section 8--202. Issuer's Responsibility and Defenses; Notice of Defect\n or Defense.\n (a) Even against a purchaser for value and without notice, the terms\nof a certificated security include terms stated on the certificate and\nterms made part of the security by reference on the…

Section 8--203. Staleness as Notice of Defect or Defense.\n After an act or event, other than a call that has been revoked,\ncreating a right to immediate performance of the principal obligation\nrepresented by a certificated security or setting a date on or after\nwhich the secu…

Section 8--204. Effect of Issuer's Restriction on Transfer.\n A restriction on transfer of a security imposed by the issuer, even if\notherwise lawful, is ineffective against a person without knowledge of\nthe restriction unless:\n (1) the security is certificated and the restric…

Section 8--205. Effect of Unauthorized Signature on Security\n Certificate.\n An unauthorized signature placed on a security certificate before or\nin the course of issue is ineffective, but the signature is effective in\nfavor of a purchaser for value of the certificated securit…

Section 8--206. Completion or Alteration of Security Certificate.\n (a) If a security certificate contains the signatures necessary to its\nissue or transfer but is incomplete in any other respect:\n (1) any person may complete it by filling in the blanks as\n authorized; and\n (…

Section 8--207. Rights and Duties of Issuer with respect to Registered\n Owners.\n (a) Before due presentment for registration of transfer of a\ncertificated security in registered form or of an instruction requesting\nregistration of transfer of an uncertificated security, the i…

Section 8--208. Effect of Signature of Authenticating Trustee,\n Registrar, or Transfer Agent.\n (a) A person signing a security certificate as authenticating trustee,\nregistrar, transfer agent, or the like, warrants to a purchaser for\nvalue of the certificated security, if the…

Section 8--209. Issuer's Lien.\n A lien in favor of an issuer upon a certificated security is valid\nagainst a purchaser only if the right of the issuer to the lien is noted\nconspicuously on the security certificate or, in a case of a cooperative\ninterest, is set forth in the c…

Section 8--210. Overissue.\n (a) In this section, "overissue" means the issue of securities in\nexcess of the amount the issuer has corporate power to issue, but an\noverissue does not occur if appropriate action has cured the overissue.\n (b) Except as otherwise provided in subs…

Section 8--301. Delivery.\n (a) Delivery of a certificated security to a purchaser occurs when:\n (1) the purchaser acquires possession of the security\n certificate;\n (2) another person, other than a securities intermediary, either\n acquires possession of the security certific…

Section 8--302. Rights of Purchaser.\n (a) Except as otherwise provided in subsections (b) and (c), a\npurchaser of a certificated or uncertificated security acquires all\nrights in the security that the transferor had or had power to transfer.\n (b) A purchaser of a limited inte…

Section 8--303. Protected Purchaser.\n (a) "Protected purchaser" means a purchaser of a certificated or\nuncertificated security, or of an interest therein, who:\n (1) gives value;\n (2) does not have notice of any adverse claim to the security;\n and\n (3) obtains control of the…

Section 8--304. Indorsement.\n (a) An indorsement may be in blank or special. An indorsement in\nblank includes an indorsement to bearer. A special indorsement specifies\nto whom a security is to be transferred or who has power to transfer it.\nA holder may convert a blank indors…

Section 8--305. Instruction.\n (a) If an instruction has been originated by an appropriate person but\nis incomplete in any other respect, any person may complete it as\nauthorized and the issuer may rely on it as completed, even though it\nhas been completed incorrectly.\n (b) U…

Section 8--306. Effect of Guaranteeing Signature, Indorsement, or\n Instruction.\n (a) A person who guarantees a signature of an indorser of a security\ncertificate warrants that at the time of signing:\n (1) the signature was genuine;\n (2) the signer was an appropriate person t…

Section 8--307. Purchaser's Right to Requisites for Registration of\n Transfer.\n Unless otherwise agreed, the transferor of a security on due demand\nshall supply the purchaser with proof of authority to transfer or with\nany other requisite necessary to obtain registration of t…

Section 8--401. Duty of Issuer to Register Transfer.\n (a) If a certificated security in registered form is presented to an\nissuer with a request to register transfer or an instruction is\npresented to an issuer with a request to register transfer of an\nuncertificated security,…

Section 8--402. Assurance that Indorsement or Instruction is Effective.\n (a) An issuer may require the following assurance that each necessary\nindorsement or each instruction is genuine and authorized:\n (1) in all cases, a guaranty of the signature of the person\n making an in…

Section 8--403. Demand that Issuer Not Register Transfer.\n (a) A person who is an appropriate person to make an indorsement or\noriginate an instruction may demand that the issuer not register\ntransfer of a security by communicating to the issuer a notification\nthat identifies…

Section 8--404. Wrongful Registration.\n (a) Except as otherwise provided in Section 8--406, an issuer is\nliable for wrongful registration of transfer if the issuer has\nregistered a transfer of a security to a person not entitled to it, and\nthe transfer was registered:\n (1) p…

Section 8--405. Replacement of Lost, Destroyed, or Wrongfully taken\n Security Certificate.\n (a) If an owner of a certificated security, whether in registered or\nbearer form, claims that the certificate has been lost, destroyed, or\nwrongfully taken, the issuer shall issue a ne…

Section 8--406. Obligation to Notify Issuer of Lost, Destroyed, or\n Wrongfully taken Security Certificate.\n If a security certificate has been lost, apparently destroyed, or\nwrongfully taken, and the owner fails to notify the issuer of that fact\nwithin a reasonable time after…

Section 8--407. Authenticating Trustee, Transfer Agent, and Registrar.\n A person acting as authenticating trustee, transfer agent, registrar,\nor other agent for an issuer in the registration of a transfer of its\nsecurities, in the issue of new security certificates or uncertif…

Section 8--501. Securities Account; Acquisition of Security Entitlement\n from Securities Intermediary.\n (a) "Securities account" means an account to which a financial asset\nis or may be credited in accordance with an agreement under which the\nperson maintaining the account un…

Section 8--502. Assertion of Adverse Claim against Entitlement Holder.\n An action based on an adverse claim to a financial asset, whether\nframed in conversion, replevin, constructive trust, equitable lien, or\nother theory, may not be asserted against a person who acquires a\ns…

Section 8--503. Property Interest of Entitlement Holder in Financial\n Asset held by Securities Intermediary.\n (a) To the extent necessary for a securities intermediary to satisfy\nall security entitlements with respect to a particular financial asset,\nall interests in that fin…

Section 8--504. Duty of Securities Intermediary to Maintain Financial\n Asset.\n (a) A securities intermediary shall promptly obtain and thereafter\nmaintain a financial asset in a quantity corresponding to the aggregate\nof all security entitlements it has established in favor o…

Section 8--505. Duty of Securities Intermediary with respect to Payments\n and Distributions.\n (a) A securities intermediary shall take action to obtain a payment or\ndistribution made by the issuer of a financial asset. A securities\nintermediary satisfies the duty if:\n (1) th…

Section 8--506. Duty of Securities Intermediary to Exercise Rights as\n directed by Entitlement Holder.\n A securities intermediary shall exercise rights with respect to a\nfinancial asset if directed to do so by an entitlement holder. A\nsecurities intermediary satisfies the dut…

Section 8--507. Duty of Securities Intermediary to comply with\n Entitlement Order.\n (a) A securities intermediary shall comply with an entitlement order\nif the entitlement order is originated by the appropriate person, the\nsecurities intermediary has had reasonable opportunit…