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2017 Maryland Code
Commercial Law
Title 8 - Investment Securities
Subtitle 4 - Registration
§ 8-401. Duty of issuer to register transfer
Universal Citation: MD Comm L Code § 8-401 (2017)
- (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 shall register the transfer as requested if:
- (1) Under the terms of the security the person seeking registration of transfer is eligible to have the security registered in its name;
- (2) The indorsement or instruction is made by the appropriate person or by an agent who has actual authority to act on behalf of the appropriate person;
- (3) Reasonable assurance is given that the indorsement or instruction is genuine and authorized (§ 8-402 of this subtitle);
- (4) Any applicable law relating to the collection of taxes has been complied with;
- (5) The transfer does not violate any restriction on transfer imposed by the issuer in accordance with § 8-204 of this title;
- (6) A demand that the issuer not register transfer has not become effective under § 8-403 of this subtitle, or the issuer has complied with § 8-403(b) of this subtitle but no legal process or indemnity bond is obtained as provided in § 8-403(d) of this subtitle; and
- (7) The transfer is in fact rightful or is to a protected purchaser.
- (b) If an issuer is under a duty to register a transfer of a security, the issuer is liable to a person presenting a certificated security or an instruction for registration or to the person's principal for loss resulting from unreasonable delay in registration or failure or refusal to register the transfer.
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