O.C.G.A. § 11-8-107 (2019)
Whether indorsement, instruction, or entitlement order is effective
(a) “Appropriate person” means:
(1) With respect to an indorsement, the person specified by a security certificate or by an effective special indorsement to be entitled to the security;
(2) With respect to an instruction, the registered owner of an uncertificated security;
(3) With respect to an entitlement order, the entitlement holder;
(4) If the person designated in paragraph (1), (2), or (3) of this subsection 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
(5) If the person designated in paragraph (1), (2), or (3) of this subsection 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.
(b) An indorsement, instruction, or entitlement order is effective if:
(1) It is made by the appropriate person;
(2) 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 paragraph (2) of subsection (c) of Code Section 11-8-106 or paragraph (2) of subsection (d) of Code Section 11-8-106; or
(3) The appropriate person has ratified it or is otherwise precluded from asserting its ineffectiveness.
(c) An indorsement, instruction, or entitlement order made by a representative is effective even if:
(1) 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
(2) The representative’s action in making the indorsement, instruction, or entitlement order or using the proceeds of the transaction is otherwise a breach of duty.
(d) If a security is registered in the name of or specially indorsed 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 indorsement, instruction, or entitlement order made by the person is effective even though the person is no longer serving in the described capacity.
(e) Effectiveness of an indorsement, instruction, or entitlement order is determined as of the date the indorsement, instruction, or entitlement order is made, and an indorsement, instruction, or entitlement order does not become ineffective by reason of any later change of circumstances.
History
Code 1981, § 11-8-107, enacted by Ga.
L. 1998, p. 1323, § 1; Ga. L. 2002, p. 415, § 11.
Annotations
JUDICIAL DECISIONS Editor’s notes. - In light of the similarity of the statutory provisions, opinions rendered under former Code Section 11-8308 are included in the annotations for this Code section. Transfer of legal interest. - Legal interest in a security is transferred upon the proper indorsement and delivery of the security. Wheeless v. Gelzer, 780 F. Supp. 1373, 1991 U.S. Dist. LEXIS 18594 (N.D. Ga. 1991) (decided under former § 11-8-307).
Transfer held valid. - The Stock/ Bond Powers pursuant to which stock was transferred which were returned to the bank blank except for the appropriate signature, satisfied the technical requirements of former subsection (1) of this section for valid transfer. Wheeless v. Gelzer, 780 F. Supp. 1373, 1991 U.S. Dist. LEXIS 18594 (N.D. Ga. 1991) (decided under former § 11-8-307).
OPINIONS OF THE ATTORNEY GENERAL Editor’s notes. In light of the similarity of the statutory provisions, opinions rendered under former Code Section 11-8308 are included in the annotations for this Code section. Transfer of abandoned stock certificates. - If requested, the commissioner of revenue may, but is not required to, provide the issuing corporation or its transfer agent with a document signed by the commissioner authorizing the transfer of abandoned stock certificates to the commissioner pursuant to the Georgia Unclaimed Property Act, O.C.G.A. Art. 5, C. 12, T. 44, and such transfer document would satisfy the requirements of the
UCC pertaining to the transfer of stock certificates. 1983 Op. Att’y Gen. No. 83-77 (decided under former § 11-8-308 prior to 1992 repeal of article). The implicit requirement of the Disposition of Unclaimed Property Act O.C.G.A. Art. 5, C. 12, T. 44, that stock certificates be delivered to the commissioner of revenue registered in the commissioner’s name takes precedence over the provisions of the UCC pertaining to a separate transfer document signed by an appropriate person. 1983 Op. Att’y Gen. No. 83-77 (decided under former § 11-8-308 prior to 1992 repeal of article).
RESEARCH REFERENCES Am. Jur. 2d. 15A Am. Jur. 2d, Commercial Code, §§ 84, 100 et seq. C.J.S. 12 C.J.S., Brokers, §§ 23 et seq.
U.L.A. Uniform Commercial Code (U.L.A.) § 8107.