(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 4-8-402);
(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 4-8-204;
(6) A demand that the issuer not register transfer has not become effective under section
4-8-403, or the issuer has complied with section 4-8-403 (b) but no legal process or indemnity
bond is obtained as provided in section 4-8-403 (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.
Source: L. 96: Entire article R&RE, p. 223, § 2, effective July 1.
Editor's note: This section is similar to former § 4-8-401 as it existed prior to 1996.
Notes of Decisions
Clancy Sys. Int'l, Inc. v. Salazar, 177 P.3d 1235 (Colo. 2008).
· cites it 15× “Part 4 of article 8 of the code, see §§ 4-8-401 to -407, C.R.S. (2007), is entitled “Registration” and treats the subject of an issuer’s obligation to register a transfer of securities and to replace lost, destroyed, or wrongfully taken certificates.”
Am. Sec. Transfer, Inc. v. Pantheon Indus., Inc., 871 F. Supp. 400 (D. Colo. 1994).
· cites it 14× “and Princeton American Corporation (Princeton) (collectively A & P) bring one counterclaim against AST alleging that AST violated § 4-8-401, 2 C.R.S. (1992) and, thus, they are entitled to damages.”
Ajjarapu v. AE Biofuels, Inc., 728 F. Supp. 2d 1154 (D. Colo. 2010).
· cites it 31× “Colo.Rev.Stat. § 4-8-401 (2009). An issuer is under a duty to register a transfer of a security if the seven elements of section (a) are met.”
Liberty Mortg. Corp. v. Fiscus, 379 P.3d 278 (Colo. 2016).
· cites it 3× “For an instrument to bind a person under Article 8, that person must *282 either personally sign the instrument or be represented by an agent who signs it on his behalf, § 4-8-401, C.R.S. (2015); see also § 4-8-401 emt.”
Fed. Deposit Ins. v. Sierra Resources, Inc., 682 F. Supp. 1167 (D. Colo. 1987).
· cites it 2× “Plaintiffs claim that defendants’ refusal to transfer the stock without a formal legal opinion was a breach of their duties of good faith and fair dealing under the Uniform Commercial Code (UCC) as adopted in Colorado, C.R.S. §§ 4-8-401 et seq. Defendants deny the material…”
Salazar v. Clancy Sys. Int'l, Inc., 155 P.3d 488 (Colo. Ct. App. 2006).
· cites it 12× “Defendant moved for summary judgment, asserting that plaintiffs common law tort claims were preempted by the Uniform Commercial Code (UCC), specifically § 4-8-401, C.R.$.2005. The trial court granted summary judgment in favor of defendant.”
Atlas Biologicals, Inc. v. Kutrubes (D. Colo. 2020).
· cites it 3× “Although Biowest argues that Atlas had a duty to register Biowest as the registered owner under Colo. Rev. Stat. § 4-8-401 (Doc. # 83 at 18–21), Colo.”
— Colo. Rev. Stat. § 4-8-401(1) — 1 case
Am. Sec. Transfer, Inc. v. Pantheon Indus., Inc., 871 F. Supp. 400 (D. Colo. 1994).
“and Princeton American Corporation (Princeton) (collectively A & P) bring one counterclaim against AST alleging that AST violated § 4-8-401, 2 C.R.S. (1992) and, thus, they are entitled to damages.”
— Colo. Rev. Stat. § 4-8-401(1)(c) — 1 case
Am. Sec. Transfer, Inc. v. Pantheon Indus., Inc., 871 F. Supp. 400 (D. Colo. 1994).
“and Princeton American Corporation (Princeton) (collectively A & P) bring one counterclaim against AST alleging that AST violated § 4-8-401, 2 C.R.S. (1992) and, thus, they are entitled to damages.”
— Colo. Rev. Stat. § 4-8-401(b) — 2 cases
Clancy Sys. Int'l, Inc. v. Salazar, 177 P.3d 1235 (Colo. 2008).
“Part 4 of article 8 of the code, see §§ 4-8-401 to -407, C.R.S. (2007), is entitled “Registration” and treats the subject of an issuer’s obligation to register a transfer of securities and to replace lost, destroyed, or wrongfully taken certificates.”
Salazar v. Clancy Sys. Int'l, Inc., 155 P.3d 488 (Colo. Ct. App. 2006).
“Defendant moved for summary judgment, asserting that plaintiffs common law tort claims were preempted by the Uniform Commercial Code (UCC), specifically § 4-8-401, C.R.$.2005. The trial court granted summary judgment in favor of defendant.”
— Colo. Rev. Stat. § 4-8-401(l)(e) — 1 case
Am. Sec. Transfer, Inc. v. Pantheon Indus., Inc., 871 F. Supp. 400 (D. Colo. 1994).
“and Princeton American Corporation (Princeton) (collectively A & P) bring one counterclaim against AST alleging that AST violated § 4-8-401, 2 C.R.S. (1992) and, thus, they are entitled to damages.”
Annotations are extracted automatically from the opinions in the
Syfert caselaw corpus and ranked by authority, recency, and
treatment. Dots show Syfertize treatment of the citing case itself.