408.303 Protected purchaser.
Cross-reference: See definitions in s. 401.201.
SUBCHAPTER I GENERAL MATTERS 408.101 Short title. This chapter may be cited as uniform commercial code — investment securities. History: 1997 a. 297.
408.102 Definitions. (1) In this chapter: (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”, as applied to a certificated security, means a form in which the security is payable to the bearer of the security certificate according to its terms but not by reason of an endorsement. (c) “Broker” means a person defined as a broker or dealer under the federal securities laws, but without excluding a bank acting in that capacity. (d) “Certificated security” means a security that is represented by a certificate. (e) “Clearing corporation” means: 1. A person that is registered as a “clearing agency” under the federal securities laws; 2. A federal reserve bank; or 3. Any other person that provides clearance or settlement ser-
408.304 408.305 408.306 408.307
408.401 408.402 408.403 408.404 408.405 408.406 408.407
408.501 408.502 408.503 408.504 408.505 408.506 408.507 408.508 408.509 408.510 408.511
408.603
Endorsement. Instruction. Effect of guaranteeing signature, endorsement or instruction. Purchaser’s right to requisites for registration of transfer. SUBCHAPTER IV REGISTRATION Duty of issuer to register transfer. Assurance that endorsement or instruction is effective. Demand that issuer not register transfer. Wrongful registration. Replacement of lost, destroyed or wrongfully taken security certificate. Obligation to notify issuer of lost, destroyed or wrongfully taken security certificate. Authenticating trustee, transfer agent and registrar. SUBCHAPTER V SECURITY ENTITLEMENTS Securities account; acquisition of security entitlement from securities intermediary. Assertion of adverse claim against entitlement holder. Property interest of entitlement holder in financial asset held by securities intermediary. Duty of securities intermediary to maintain financial asset. Duty of securities intermediary with respect to payments and distributions. Duty of securities intermediary to exercise rights as directed by entitlement holder. Duty of securities intermediary to comply with entitlement order. Duty of securities intermediary to change entitlement holder’s position to other form of security holding. 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. Rights of purchaser of security entitlement from entitlement holder. Priority among security interests and entitlement holders. SUBCHAPTER VI TRANSITIONAL PROVISIONS Saving provision.
vices with respect to financial assets that would require it to register as a clearing agency under the federal securities laws but for an exclusion or exemption from the registration requirement, if its activities as a clearing corporation, including promulgation of rules, are subject to regulation by a federal or state governmental authority. (f) “Communicate” means to: 1. Send a signed writing; or 2. Transmit information by any mechanism agreed upon by the persons transmitting and receiving the information. (fm) “Endorsement” means a signature that alone or accompanied by other words is made on a security certificate in registered form or on a separate document for the purpose of assigning, transferring or redeeming the security or granting a power to assign, transfer or redeem it. (g) “Entitlement holder” means a person identified in the records of a securities intermediary as the person having a security entitlement against the securities intermediary. If a person acquires a security entitlement by virtue of s. 408.501 (2) (b) or (c), that person is the entitlement holder. (h) “Entitlement order” means a notification communicated to a securities intermediary directing transfer or redemption of a financial asset to which the entitlement holder has a security entitlement. (i) 1. “Financial asset”, except as otherwise provided in s. 408.103, means: a. A security; b. An obligation of a person or a share, participation, or other interest in a person or in property or an enterprise of a person,
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which is, or is of a type, dealt in or traded on financial markets, or which is recognized in any area in which it is issued or dealt in as a medium for investment; or c. Any property that is held by a securities intermediary for another person in a securities account if the securities intermediary has expressly agreed with the other person that the property is to be treated as a financial asset under this chapter. 2. As context requires, “financial asset” means either the interest itself or the means by which a person’s claim to it is evidenced, including a certificated or uncertificated security, a security certificate or a security entitlement. (j) “Good faith”, for purposes of the obligation of good faith in the performance or enforcement of contracts or duties within this chapter, means honesty in fact and the observance of reasonable commercial standards of fair dealing. (L) “Instruction” means a notification communicated to the issuer of an uncertificated security which directs that the transfer of the security be registered or that the security be redeemed. (m) “Registered form”, as applied to a certificated security, means a form in which: 1. The security certificate specifies a person entitled to the security; and 2. A transfer of the security may be registered upon books maintained for that purpose by or on behalf of the issuer, or the security certificate so states. (n) “Securities intermediary” means: 1. A clearing corporation; or 2. A person, including a bank or broker, that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity. (o) “Security”, except as otherwise provided in s. 408.103, means an obligation of an issuer or a share, participation or other interest in an issuer or in property or an enterprise of an issuer: 1. Which is represented by a security certificate in bearer or registered form, or the transfer of which may be registered upon books maintained for that purpose by or on behalf of the issuer; 2. Which is one of a class or series or by its terms is divisible into a class or series of shares, participations, interests or obligations; and 3. Which: a. Is, or is of a type, dealt in or traded on securities exchanges or securities markets; or b. Is a medium for investment and by its terms expressly provides that it is a security governed by this chapter. (p) “Security certificate” means a certificate representing a security. (q) “Security entitlement” means the rights and property interest of an entitlement holder with respect to a financial asset specified in subch. V. (r) “Uncertificated security” means a security that is not represented by a certificate. (2) Other definitions applying to this chapter and the sections in which they appear are: (a) “Appropriate person” — s. 408.107 (1). (b) “Control” — s. 408.106. (c) “Delivery” — s. 408.301. (d) “Investment company security” — s. 408.103 (2). (e) “Issuer” — s. 408.201. (f) “Overissue” — s. 408.210 (1). (g) “Protected purchaser” — s. 408.303 (1). (h) “Securities account” — s. 408.501 (1). (3) In addition, ch. 401 contains general definitions and prin-
2
ciples of construction and interpretation applicable throughout this chapter. (4) The characterization of a person, business or transaction for purposes of this chapter does not determine the characterization of the person, business or transaction for purposes of any other law, regulation or rule. History: 1997 a. 297.
408.103 Rules for determining whether certain obligations and interests are securities or financial assets. (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. In this chapter, “investment company security” means a share or similar equity interest issued by an entity that is registered as an investment company under the federal investment company laws, an interest in a unit investment trust that is so registered, or a faceamount certificate issued by a face-amount certificate company that is so registered. “Investment company security” does not include an insurance policy or endowment policy or annuity contract issued by an insurance company. (3) An interest in a partnership or limited liability company is not a security unless it is dealt in or traded on securities exchanges or in securities markets, its terms expressly provide that it is a security governed by this chapter or it is an investment company security. However, an interest in a partnership or limited liability company is a financial asset if it is held in a securities account. (4) A writing that is a security certificate is governed by this chapter and not by ch. 403, even though it also meets the requirements of that chapter. However, a negotiable instrument governed by ch. 403 is a financial asset if it is held in a securities account. (5) An option or similar obligation issued by a clearing corporation to its participants is not a security, but is a financial asset. (6) A commodity contract, as defined in s. 409.102 (1) (dm), is not a security or a financial asset. (7) A document of title, as defined in s. 401.201 (2) (i), is not a financial asset unless s. 408.102 (1) (i) 1. c. applies. History: 1997 a. 297; 2001 a. 10; 2009 a. 322; 2011 a. 257.
408.104 Acquisition of security or financial asset or interest therein. (1) A person acquires a security or an interest therein, under this chapter, if: (a) The person is a purchaser to whom a security is delivered pursuant to s. 408.301; or (b) The person acquires a security entitlement to the security pursuant to s. 408.501. (2) A person acquires a financial asset, other than a security, or an interest therein, under this chapter, if the person acquires a security entitlement to the financial asset. (3) A person who acquires a security entitlement to a security or other financial asset has the rights specified in subch. V, but is a purchaser of any security, security entitlement or other financial asset held by the securities intermediary only to the extent provided in s. 408.503. (4) Unless the context shows that a different meaning is intended, a person who is required by other law, regulation, rule or agreement to transfer, deliver, present, surrender, exchange or otherwise put in the possession of another person a security or financial asset satisfies that requirement by causing the other person to acquire an interest in the security or financial asset pursuant to sub. (1) or (2). History: 1997 a. 297.
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408.105 Notice of adverse claim. (1) A person has notice of an adverse claim if: (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 avoids information that would establish the existence of the adverse claim; or (c) The person has a duty, imposed by statute or regulation, to investigate whether an adverse claim exists, and the investigation so required would establish the existence of the adverse claim. (2) Having knowledge that a financial asset or interest therein is or has been transferred by a representative imposes no duty of inquiry into the rightfulness of a transaction and is not notice of an adverse claim. However, a person who knows that a representative has transferred a financial asset or interest therein in a transaction that is, or whose proceeds are being used, for the individual benefit of the representative or otherwise in breach of duty has notice of an adverse claim. (3) An act or event that creates a right to immediate performance of the principal obligation represented by a security certificate or sets a date on or after which the certificate is to be presented or surrendered for redemption or exchange does not itself constitute notice of an adverse claim except in the case of a transfer more than: (a) One year after a date set for presentment or surrender for redemption or exchange; or (b) Six months after a date set for payment of money against presentation or surrender of the certificate, if money was available for payment on that date. (4) A purchaser of a certificated security has notice of an adverse claim if the security certificate: (a) Whether in bearer or registered form, has been endorsed “for collection” or “for surrender” or for some other purpose not involving transfer; or (b) Is in bearer form and has on it an unambiguous statement that it is the property of a person other than the transferor, but the mere writing of a name on the certificate is not such a statement. (5) Filing of a financing statement under ch. 409 is not notice of an adverse claim to a financial asset. History: 1997 a. 297.
408.106 Control. (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 and: (a) The certificate is endorsed to the purchaser or in blank by an effective endorsement; or (b) The certificate is registered in the name of the purchaser, upon original issue or registration of transfer by the issuer. (3) A purchaser has “control” of an uncertificated security if: (a) The uncertificated security is delivered to the purchaser; or (b) The issuer has agreed that it will comply with instructions originated by the purchaser without further consent by the registered owner. (4) A purchaser has “control” of a security entitlement if: (a) The purchaser becomes the entitlement holder; (b) The securities intermediary has agreed that it will comply with entitlement orders originated by the purchaser without further consent by the entitlement holder; or (c) Another person has control of the security entitlement on behalf of the purchaser or, having previously acquired control of
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408.107
the security entitlement, acknowledges that it has control on behalf of the purchaser. (5) If an interest in a security entitlement is granted by the entitlement holder to the entitlement holder’s own securities intermediary, the securities intermediary has control. (6) A purchaser who has satisfied the requirements of sub. (3) or (4) has control even if the registered owner in the case of sub. (3) or the entitlement holder in the case of sub. (4) retains the right to make substitutions for the uncertificated security or security entitlement, to originate instructions or entitlement orders to the issuer or securities intermediary, or otherwise to deal with the uncertificated security or security entitlement. (7) An issuer or a securities intermediary may not enter into an agreement of the kind described in sub. (3) (b) or (4) (b) without the consent of the registered owner or entitlement holder, but an issuer or a securities intermediary is not required to enter into such an agreement even though the registered owner or entitlement holder so directs. An issuer or securities intermediary that has entered into such an agreement is not required to confirm the existence of the agreement to another party unless requested to do so by the registered owner or entitlement holder. History: 1997 a. 297; 2001 a. 10.
408.107 Whether endorsement, instruction or entitlement order is effective. (1) In this chapter, “appropriate person” means: (a) With respect to an endorsement, the person specified by a security certificate or by an effective special endorsement to be entitled to the security; (b) With respect to an instruction, the registered owner of an uncertificated security; (c) With respect to an entitlement order, the entitlement holder; (d) If the person designated in par. (a), (b) or (c) is deceased, the designated person’s successor taking under other law or the designated person’s personal representative acting for the estate of the decedent; or (e) If the person designated in par. (a), (b) or (c) lacks capacity, the designated person’s guardian, conservator or other similar representative who has power under other law to transfer the security or financial asset. (2) An endorsement, instruction or entitlement order is effective if: (a) It is made by the appropriate person; (b) It is made by a person who has power under the law of agency to transfer the security or financial asset on behalf of the appropriate person, including, in the case of an instruction or entitlement order, a person who has control under s. 408.106 (3) (b) or (4) (b); or (c) The appropriate person has ratified it or is otherwise precluded from asserting its ineffectiveness. (3) An endorsement, instruction or entitlement order made by a representative is effective even if: (a) The representative has failed to comply with a controlling instrument or with the law of the state having jurisdiction of the representative relationship, including any law requiring the representative to obtain court approval of the transaction; or (b) The representative’s action in making the endorsement, instruction or entitlement order or using the proceeds of the transaction is otherwise a breach of duty. (4) If a security is registered in the name of or specially endorsed to a person described as a representative, or if a securities account is maintained in the name of a person described as a representative, an endorsement, instruction or entitlement order
May 22, 2026, are designated by NOTES. (Published 5-22-26)
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made by the person is effective even though the person is no longer serving in the described capacity. (5) Effectiveness of an endorsement, instruction or entitlement order is determined as of the date the endorsement, instruction or entitlement order is made, and an endorsement, instruction or entitlement order does not become ineffective by reason of any later change of circumstances. History: 1997 a. 297.
408.108 Warranties in direct holding. (1) A person who transfers a certificated security to a purchaser for value warrants to the purchaser, and an endorser, if the transfer is by endorsement, warrants to any subsequent purchaser, that: (a) The certificate is genuine and has not been materially altered; (b) The transferor or endorser does not know of any fact that might impair the validity of the security; (c) There is no adverse claim to the security; (d) The transfer does not violate any restriction on transfer; (e) If the transfer is by endorsement, the endorsement is made by an appropriate person, or if the endorsement is by an agent, the agent has actual authority to act on behalf of the appropriate person; and (f) The transfer is otherwise effective and rightful. (2) A person who originates an instruction for registration of transfer of an uncertificated security to a purchaser for value warrants to the purchaser that: (a) The instruction is made by an appropriate person, or if the instruction is by an agent, the agent has actual authority to act on behalf of the appropriate person; (b) The security is valid; (c) There is no adverse claim to the security; and (d) At the time the instruction is presented to the issuer: 1. The purchaser will be entitled to the registration of transfer; 2. The transfer will be registered by the issuer free from all liens, security interests, restrictions and claims other than those specified in the instruction; 3. The transfer will not violate any restriction on transfer; and 4. The requested transfer will otherwise be effective and rightful. (3) A person who transfers an uncertificated security to a purchaser for value and does not originate an instruction in connection with the transfer warrants that: (a) The uncertificated security is valid; (b) There is no adverse claim to the security; (c) The transfer does not violate any restriction on transfer; and (d) The transfer is otherwise effective and rightful. (4) A person who endorses a security certificate warrants to the issuer that: (a) There is no adverse claim to the security; and (b) The endorsement is effective. (5) A person who originates an instruction for registration of transfer of an uncertificated security warrants to the issuer that: (a) The instruction is effective; and (b) At the time the instruction is presented to the issuer the purchaser will be entitled to the registration of transfer. (6) A person who presents a certificated security for registration of transfer or for payment or exchange warrants to the issuer that the person is entitled to the registration, payment or exchange, but a purchaser for value and without notice of adverse
4
claims to whom transfer is registered warrants only that the person has no knowledge of any unauthorized signature in a necessary endorsement. (7) If a person acts as agent of another in delivering a certificated security to a purchaser, the identity of the principal was known to the person to whom the certificate was delivered, and the certificate delivered by the agent was received by the agent from the principal or received by the agent from another person at the direction of the principal, the person delivering the security certificate warrants only that the delivering person has authority to act for the principal and does not know of any adverse claim to the certificated security. (8) A secured party who redelivers a security certificate received, or after payment and on order of the debtor delivers the security certificate to another person, makes only the warranties of an agent under sub. (7). (9) Except as otherwise provided in sub. (7), a broker acting for a customer makes to the issuer and a purchaser the warranties provided in subs. (1) to (6). A broker that delivers a security certificate to its customer, or causes its customer to be registered as the owner of an uncertificated security, makes to the customer the warranties provided in sub. (1) or (2), and has the rights and privileges of a purchaser under this section. The warranties of and in favor of the broker acting as an agent are in addition to applicable warranties given by and in favor of the customer. History: 1997 a. 297.
408.109 Warranties in indirect holding. (1) A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary that: (a) The entitlement order is made by an appropriate person, or if the entitlement order is by an agent, the agent has actual authority to act on behalf of the appropriate person; and (b) There is no adverse claim to the security entitlement. (2) A person who delivers a security certificate to a securities intermediary for credit to a securities account or originates an instruction with respect to an uncertificated security directing that the uncertificated security be credited to a securities account makes to the securities intermediary the warranties specified in s. 408.108 (1) or (2). (3) If a securities intermediary delivers a security certificate to its entitlement holder or causes its entitlement holder to be registered as the owner of an uncertificated security, the securities intermediary makes to the entitlement holder the warranties specified in s. 408.108 (1) or (2). History: 1997 a. 297.
408.110 Applicability; choice of law. (1) The local law of the issuer’s jurisdiction, as specified in sub. (4), governs: (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 by the issuer; (d) Whether the issuer owes any duties to an adverse claimant to a security; and (e) Whether an adverse claim can be asserted against a person to whom transfer of a certificated or uncertificated security is registered or a person who obtains control of an uncertificated security. (2) The local law of the securities intermediary’s jurisdiction, as specified in sub. (5), governs: (a) Acquisition of a security entitlement from the securities intermediary; (b) The rights and duties of the securities intermediary and entitlement holder arising out of a security entitlement;
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(c) Whether the securities intermediary owes any duties to an adverse claimant to a security entitlement; and (d) Whether an adverse claim can be asserted against a person who acquires a security entitlement from the securities intermediary or a person who purchases a security entitlement or interest therein from an entitlement holder. (3) The local law of the jurisdiction in which a security certificate is located at the time of delivery governs whether an adverse claim can be asserted against a person to whom the security certificate is delivered. (4) In this section, “issuer’s jurisdiction” means the jurisdiction under which the issuer of the security is organized or, if permitted by the law of that jurisdiction, the law of another jurisdiction specified by the issuer. An issuer organized under the law of this state may specify the law of another jurisdiction as the law governing the matters specified in sub. (1) (b) to (e). (5) The following rules determine a “securities intermediary’s jurisdiction” for purposes of this section: (a) If an agreement between the securities intermediary and its entitlement holder governing the securities account expressly provides that a particular jurisdiction is the securities intermediary’s jurisdiction for purposes of this subchapter, this chapter, or chs. 401 to 411, that jurisdiction is the securities intermediary’s jurisdiction. (b) If par. (a) does not apply and an agreement between the securities intermediary and its entitlement holder governing the securities account expressly provides that the agreement is governed by the law of a particular jurisdiction, that jurisdiction is the securities intermediary’s jurisdiction. (c) If neither par. (a) nor par. (b) applies and an agreement between the securities intermediary and its entitlement holder governing the securities account expressly provides that the securities account is maintained at an office in a particular jurisdiction, that jurisdiction is the securities intermediary’s jurisdiction. (d) If none of pars. (a) to (c) applies, the securities intermediary’s jurisdiction is the jurisdiction in which the office, identified in an account statement as the office serving the entitlement holder’s account, is located. (e) If none of pars. (a) to (d) applies, the securities intermediary’s jurisdiction is the jurisdiction in which the chief executive office of the securities intermediary is located. (6) A securities intermediary’s jurisdiction is not determined by the physical location of certificates representing financial assets, or by the jurisdiction in which is organized the issuer of the financial asset with respect to which an entitlement holder has a security entitlement, or by the location of facilities for data processing or other record keeping concerning the account. History: 1997 a. 297; 2001 a. 10.
408.111 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 chs. 401 to 411 and affects another party who does not consent to the rule. History: 1997 a. 297.
408.112 Creditor’s legal process. (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 sub. (4). However, a certificated security for which the certificate has been surrendered to the issuer may be reached by a creditor by legal process upon the issuer. (2) The interest of a debtor in an uncertificated security may be reached by a creditor only by legal process upon the issuer at
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408.115
its chief executive office in the United States, except as otherwise provided in sub. (4). (3) The interest of a debtor in a security entitlement may be reached by a creditor only by legal process upon the securities intermediary with whom the debtor’s securities account is maintained, except as otherwise provided in sub. (4). (4) The interest of a debtor in a certificated security for which the certificate is in the possession of a secured party, or in an uncertificated security registered in the name of a secured party, or a security entitlement maintained in the name of a secured party, may be reached by a creditor by legal process upon the secured party. (5) A creditor whose debtor is the owner of a certificated security, uncertificated security or security entitlement is entitled to aid from a court of competent jurisdiction, by injunction or otherwise, in reaching the certificated security, uncertificated security or security entitlement or in satisfying the claim by means allowed at law or in equity in regard to property that cannot readily be reached by other legal process. History: 1997 a. 297.
408.113 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 modification is not capable of performance within one year of its making. History: 1997 a. 297.
408.114 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 endorsement is admitted. (2) If the effectiveness of a signature is put in issue, the burden of establishing effectiveness is on the party claiming under the signature, but the signature is presumed to be genuine or authorized. (3) If signatures on a security certificate are admitted or established, production of the certificate entitles a holder to recover on it unless the defendant establishes a defense or a defect going to the validity of the security. (4) If it is shown that a defense or defect exists, the plaintiff has the burden of establishing that the plaintiff or some person under whom the plaintiff claims is a person against whom the defense or defect cannot be asserted. History: 1997 a. 297.
408.115 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 its customer or principal, is not liable to a person having an adverse claim to the financial asset, unless the securities intermediary, or broker or other agent or bailee: (1) Took the action after it had been served with an injunction, restraining order, or other legal process enjoining it from doing so, issued by a court of competent jurisdiction, and had a reasonable opportunity to act on the injunction, restraining order or other legal process; or (2) Acted in collusion with the wrongdoer in violating the rights of the adverse claimant; or (3) In the case of a security certificate that has been stolen, acted with notice of the adverse claim. History: 1997 a. 297.
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408.116 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 intermediary that acquires a security entitlement to a financial asset from another securities intermediary acquires the security entitlement for value if the securities intermediary acquiring the security entitlement establishes a security entitlement to the financial asset in favor of an entitlement holder. History: 1997 a. 297.
SUBCHAPTER II ISSUE AND ISSUER 408.201 Issuer. (1) With respect to an obligation on or a defense to a security, an “issuer” includes a person that: (a) Places or authorizes the placing of its name on a security certificate, other than as authenticating trustee, registrar, transfer agent or the like, to evidence a share, participation or other interest in its property or in an enterprise, or to evidence its duty to perform an obligation represented by the certificate; (b) Creates a share, participation or other interest in its property or in an enterprise, or undertakes an obligation, that is an uncertificated security; (c) Directly or indirectly creates a fractional interest in its rights or property, if the fractional interest is represented by a security certificate; or (d) Becomes responsible for, or in place of, another person described as an issuer in this section. (2) With respect to an obligation on or defense to a security, a guarantor is an issuer to the extent of its guaranty, whether or not its obligation is noted on a security certificate. (3) With respect to a registration of a transfer, “issuer” means a person on whose behalf transfer books are maintained. History: 1997 a. 297.
408.202 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 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, statute, ordinance, rule, regulation, order or the like, to the extent that the terms referred to do not conflict with terms stated on the certificate. A reference under this subsection does not of itself charge a purchaser for value with notice of a defect going to the validity of the security, even if the certificate expressly states that a person accepting it admits notice. The terms of an uncertificated security include those stated in any instrument, indenture or document or in a constitution, statute, ordinance, rule, regulation, order or the like, pursuant to which the security is issued. (2) The following rules apply if an issuer asserts that a security is not valid: (a) A security other than one issued by a government or governmental subdivision, agency or instrumentality, even though issued with a defect going to its validity, is valid in the hands of a purchaser for value and without notice of the particular defect unless the defect involves a violation of a constitutional provision. In that case, the security is valid in the hands of a purchaser for value and without notice of the defect, other than one who takes by original issue. (b) Paragraph (a) applies to an issuer that is a government or governmental subdivision, agency or instrumentality only if there has been substantial compliance with the legal requirements gov-
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erning the issue or the issuer has received a substantial consideration for the issue as a whole or for the particular security and a stated purpose of the issue is one for which the issuer has power to borrow money or issue the security. (3) Except as otherwise provided in s. 408.205, lack of genuineness of a certificated security is a complete defense, even against a purchaser for value and without notice. (4) All other defenses of the issuer of a security, including nondelivery and conditional delivery of a certificated security, are ineffective against a purchaser for value who has taken the certificated security without notice of the particular defense. (5) This section does not affect the right of a party to cancel a contract for a security “when, as and if issued” or “when distributed” in the event of a material change in the character of the security that is the subject of the contract or in the plan or arrangement pursuant to which the security is to be issued or distributed. (6) If a security is held by a securities intermediary against whom an entitlement holder has a security entitlement with respect to the security, the issuer may not assert any defense that the issuer could not assert if the entitlement holder held the security directly. History: 1997 a. 297.
408.203 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 presented or surrendered for redemption or exchange, a purchaser is charged with notice of any defect in its issue or defense of the issuer, if the act or event: (1) Requires the payment of money, the delivery of a certificated security, the registration of transfer of an uncertificated security, or any of them on presentation or surrender of the security certificate, the money or security is available on the date set for payment or exchange, and the purchaser takes the security more than one year after that date; or (2) Is not covered by sub. (1) and the purchaser takes the security more than 2 years after the date set for surrender or presentation or the date on which performance became due. History: 1997 a. 297.
408.204 Effect of issuer’s restriction on transfer. A restriction on the 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 conspicuously on the security certificate; or (2) The security is uncertificated and the registered owner has been notified of the restriction. History: 1997 a. 297.
408.205 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 purchaser is without notice of the lack of authority and the signing has been done by: (1) An authenticating trustee, registrar, transfer agent or other person entrusted by the issuer with the signing of the security certificate or of similar security certificates, or the immediate preparation for signing of any of them; or (2) An employee of the issuer, or of any of the persons listed in sub. (1), entrusted with responsible handling of the security certificate. History: 1997 a. 297.
May 22, 2026, are designated by NOTES. (Published 5-22-26)
7
Updated 23-24 Wis. Stats.
408.206 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 if the blanks are incorrectly filled in, the security certificate as completed is enforceable by a purchaser who took it for value and without notice of the incorrectness. (2) A complete security certificate that has been improperly altered, even if fraudulently, remains enforceable, but only according to its original terms. History: 1997 a. 297.
408.207 Rights and duties of issuer with respect to registered owners. (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 exclusively entitled to vote, receive notifications, and otherwise exercise all the rights and powers of an owner. (2) This chapter does not affect the liability of the registered owner of a security for a call, assessment or the like. History: 1997 a. 297.
408.208 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 without notice of a particular defect, that: (a) The certificate is genuine; (b) The person’s own participation in the issue of the security is within the person’s capacity and within the scope of the authority received by the person from the issuer; and (c) The person has reasonable grounds to believe that the certificated security is in the form and within the amount that the issuer is authorized to issue. (2) Unless otherwise agreed, a person signing under sub. (1) does not assume responsibility for the validity of the security in other respects. History: 1997 a. 297.
408.209 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. History: 1997 a. 297.
408.210 Overissue. (1) In this chapter, “overissue” means the issue of securities in excess of the amount that 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 subs. (3) and (4), the provisions of this chapter which validate a security or compel its issue or reissue do not apply to the extent that validation, issue or reissue would result in overissue. (3) If an identical security not constituting an overissue is reasonably available for purchase, a person entitled to issue or validation may compel the issuer to purchase the security and deliver it if certificated or register its transfer if uncertificated, against surrender of any security certificate the person holds. (4) If a security is not reasonably available for purchase, a person entitled to issue or validation may recover from the issuer the price that the person or the last purchaser for value paid for it with interest from the date of the person’s demand. History: 1997 a. 297.
UCC — INVESTMENT SECURITIES
408.304
SUBCHAPTER III TRANSFER OF CERTIFICATED AND UNCERTIFICATED SECURITIES 408.301 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, either acquires possession of the security certificate on behalf of the purchaser or, having previously acquired possession of the certificate, acknowledges that it holds for the purchaser; or (c) A securities intermediary acting on behalf of the purchaser acquires possession of the security certificate, only if the certificate is in registered form and is: 1. Registered in the name of the purchaser; 2. Payable to the order of the purchaser; or 3. Specially endorsed to the purchaser by an effective endorsement and has not been endorsed to the securities intermediary or in blank. (2) Delivery of an uncertificated security to a purchaser occurs when: (a) The issuer registers the purchaser as the registered owner, upon original issue or registration of transfer; or (b) Another person, other than a securities intermediary, either becomes the registered owner of the uncertificated security on behalf of the purchaser or, having previously become the registered owner, acknowledges that it holds for the purchaser. History: 1997 a. 297; 2001 a. 10.
408.302 Rights of purchaser. (1) Except as otherwise provided in subs. (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 extent of the interest purchased. (3) A purchaser of a certificated security who as a previous holder had notice of an adverse claim does not improve its position by taking from a protected purchaser. History: 1997 a. 297; 2001 a. 10.
408.303 Protected purchaser. (1) In this chapter, “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 or uncertificated security. (2) In addition to acquiring the rights of a purchaser, a protected purchaser also acquires its interest in the security free of any adverse claim. History: 1997 a. 297.