2006 New York Code - Duty Of Issuer To Register Transfer.

 
  Section 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  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 (Section 8--402);
         (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 Section 8--204;
         (6) a demand that the issuer not register transfer has not become
             effective under Section 8--403, or the  issuer  has  complied
             with Section 8--403(b) but no legal process or indemnity bond
             is obtained as provided in Section 8--403(d); 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.