Title 09A, Title 09A: Uniform Commercial Code

§ 7—504. Rights acquired in absence of due negotiation; effect of diversion; stoppage of delivery (a) 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…

§ 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. (Added 2015, No. 51, § B.3, eff. June 3, 2015.)

§ 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 th…

§ 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 7—508 of this title, unless otherwise agreed, the transferor, in addition to any warranty made…

§ 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 do…

§ 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 of this title. (Added 2015, No. 51, …

§ 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 may without liability to any person comply with the order. If the document …

§ 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 in…

§ 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. The …

§ 8—101. Short title This Article may be cited as the Uniform Commercial Code—Investment Securities. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

§ 8—102. Definitions (a) In this article: (1) “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. (2) “Bearer fo…

§ 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 is a security. (b) An “investment company security” i…

§ 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: (1) the person is a purchaser to whom a security is delivered pursuant to section 8—301 of this title; or (2) the person acquir…

§ 8—105. Notice of adverse claim (a) A person has notice of an adverse claim if: (1) the person knows of the adverse claim; (2) the person is aware of facts sufficient to indicate that there is a significant probability that the adverse claim exists and deliberately avoids inform…

§ 8—106. Control (a) A purchaser has “control” of a certificated security in bearer form if the certificated security is delivered to the purchaser. (b) A purchaser has “control” of a certificated security in registered form if the certificated security is delivered to the purcha…

§ 8—107. Whether indorsement, instruction, or entitlement order is effective (a) “Appropriate person” means: (1) with respect to an indorsement, the person specified by a security certificate or by an effective special indorsement to be entitled to the security; (2) with respect …

§ 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: (1) the certificate is genuine and has not …

§ 8—109. Warranties in indirect holding (a) A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary that: (1) the entitlement order is made by an appropriate person, or if the entitlement order is by an agent, the agent ha…

§ 8—110. Applicability; choice of law (a) The local law of the issuer’s jurisdiction, as specified in subsection (d) of this section, governs: (1) the validity of a security; (2) the rights and duties of the issuer with respect to registration of transfer; (3) the effectiveness o…

§ 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 do…

§ 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) of this section. …

§ 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 modificat…

§ 8—114. Evidentiary rules concerning certificated securities The following rules apply in an action on a certificated security against the issuer: (1) Unless specifically denied in the pleadings, each signature on a security certificate or in a necessary indorsement is admitted.…

§ 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 of i…

§ 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 intermed…

§ 8—201. Issuer (a) With respect to an obligation on or a defense to a security, an “issuer” includes a person that: (1) places or authorizes the placing of its name on a security certificate, other than as authenticating trustee, registrar, transfer agent, or the like, to eviden…

§ 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 certificate t…

§ 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 be…

§ 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: (1) the security is certificated and the restriction is noted …

§ 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 purch…

§ 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: (1) any person may complete it by filling in the blanks as authorized; and (2) even if the bl…

§ 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 inden…

§ 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 is …

§ 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. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

§ 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) an…

§ 8—301. Delivery (a) Delivery of a certificated security to a purchaser occurs when: (1) the purchaser acquires possession of the security certificate; (2) another person, other than a securities intermediary, either acquires possession of the security certificate on behalf of t…

§ 8—302. Rights of purchaser (a) Except as otherwise provided in subsections (b) and (c) of this section, 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 in…

§ 8—303. Protected purchaser (a) “Protected purchaser” means a purchaser of a certificated or uncertificated security, or of an interest therein, who: (1) gives value; (2) does not have notice of any adverse claim to the security; and (3) obtains control of the certificated or un…

§ 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 sp…

§ 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 otherwise…

§ 8—306. Effect of guaranteeing signature, indorsement, or instruction (a) A person who guarantees a signature of an indorser of a security certificate warrants that at the time of signing: (1) the signature was genuine; (2) the signer was an appropriate person to indorse, or if …

§ 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 of…

§ 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 uncertificated security, the issuer s…

§ 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: (1) in all cases, a guaranty of the signature of the person making an indorsement or or…

§ 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 register…

§ 8—404. Wrongful registration (a) Except as otherwise provided in section 8—406 of this title, 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: (1) pur…