Del. C. » Title 6 — SUBTITLE I · Commerce and Trade · Part 4
Delaware Code

6 Del. C. § 8-401 (2026)

Duty of issuer to register transfer

✓ current as of May 2026
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(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 endorsement 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 endorsement 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.

5A Del. C. 1953, §§  8-401;  55 Del. Laws, c. 349;  64 Del. Laws, c. 152, §  6;  71 Del. Laws, c. 75, §  1; 
Notes of Decisions
Cited in 7 cases (6 in the last 5 years), 1976–2026 · leading case: Greyhound Corp. v. Heitner, 361 A.2d 225 (Del. 1976).
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Greyhound Corp. v. Heitner, 361 A.2d 225 (Del. 1976). · cites it 2× “6 Del.C. § 8-401 (2)1 10 The Vice Chancellor disposed of Greyhound’s argument on the basis of the Uniform Commercial Code, 6 Del.”
POSCO Energy Co., Ltd. v. FuelCell Energy, Inc. (S.D.N.Y. 2021). · cites it 7× “¶¶ 58–64); (2) violation of 6 Del. C. § 8-401 based on FuelCell’s delay in removing the legends (id.”
William J. Brown v. Matterport, Inc. & Matterport Operating, LLC (Del. Ch. 2024). · cites it 5× “117 6 Del. C. § 8-401; see Bender v. Memory Metals, Inc.”
Parseghian v. Frequency Therapeutics, Inc. (Del. Super. Ct. 2023). · cites it 2× “N22C-08-153 PRW CCLD May 18, 2023 Page 13 of 23 In their answering brief, the Trusts assert (for the first time53) that Computershare breached a statutory duty under 6 Del. C. § 8-401 (applicable to transfer agents through § 8-407) to transfer securities without unreasonable…”
Willilam J. Brown v. Matterport, Inc. (Del. Ch. 2023). ““A party places her attorney-client communications at issue by injecting (1) ‘the privileged communications themselves into the litigation,’ or (2) ‘an issue into the litigation, the truthful resolution of which requires an examination of confidential communications.’”31 The…”
Irv Edwards, M.D. v. GigAcquisitions2, LLC (Del. Ch. 2025). “69 (arguing that “Continental conspired with [the Gig2 Defendants and Kathuria]” to “(a) violate 6 Del. C. § 8-401, 407; (b) induce a bad faith breach of the Cloudbreak and UpHealth BCAs so that plaintiffs could not access their shares and sell them; (c) wrongfully enrich Katz…”
Warlock Partners, LLC v. Arena Grp. Holdings, Inc., 2026 NY Slip Op 30841(U) (N.Y. Sup. Ct., New York Cty. 2026). “The claims are as follows: Count I for breach of contract against Arena with respect to the common shares; Count II for breach of the covenant of good faith and fair dealing against Arena with respect to the common shares; Count III for violation of 6 Del. C. § 8-401 against…”
— 6 Del. C. § 8-401(2) — 2 cases
Greyhound Corp. v. Heitner, 361 A.2d 225 (Del. 1976). “6 Del.C. § 8-401 (2)1 10 The Vice Chancellor disposed of Greyhound’s argument on the basis of the Uniform Commercial Code, 6 Del.”
William J. Brown v. Matterport, Inc. & Matterport Operating, LLC (Del. Ch. 2024). “117 6 Del. C. § 8-401; see Bender v. Memory Metals, Inc.”
— 6 Del. C. § 8-401(a) — 3 cases
POSCO Energy Co., Ltd. v. FuelCell Energy, Inc. (S.D.N.Y. 2021). “¶¶ 58–64); (2) violation of 6 Del. C. § 8-401 based on FuelCell’s delay in removing the legends (id.”
Willilam J. Brown v. Matterport, Inc. (Del. Ch. 2023). ““A party places her attorney-client communications at issue by injecting (1) ‘the privileged communications themselves into the litigation,’ or (2) ‘an issue into the litigation, the truthful resolution of which requires an examination of confidential communications.’”31 The…”
William J. Brown v. Matterport, Inc. & Matterport Operating, LLC (Del. Ch. 2024). “117 6 Del. C. § 8-401; see Bender v. Memory Metals, Inc.”
— 6 Del. C. § 8-401(a)(5) — 1 case
POSCO Energy Co., Ltd. v. FuelCell Energy, Inc. (S.D.N.Y. 2021). “¶¶ 58–64); (2) violation of 6 Del. C. § 8-401 based on FuelCell’s delay in removing the legends (id.”
— 6 Del. C. § 8-401(a)(7) — 1 case
William J. Brown v. Matterport, Inc. & Matterport Operating, LLC (Del. Ch. 2024). “117 6 Del. C. § 8-401; see Bender v. Memory Metals, Inc.”
— 6 Del. C. § 8-401(b) — 2 cases
William J. Brown v. Matterport, Inc. & Matterport Operating, LLC (Del. Ch. 2024). “117 6 Del. C. § 8-401; see Bender v. Memory Metals, Inc.”
POSCO Energy Co., Ltd. v. FuelCell Energy, Inc. (S.D.N.Y. 2021). “¶¶ 58–64); (2) violation of 6 Del. C. § 8-401 based on FuelCell’s delay in removing the legends (id.”
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