O.C.G.A. § 11-8-302 (2019)
Rights of purchaser
(a) Except as otherwise provided in subsections (b) and (c) of this Code section, a purchaser of a certificated or uncertificated security acquires all rights in the security that the transferor had or had power to transfer.
(b) A purchaser of a limited interest acquires rights only to the extent of the interest purchased.
(c) A purchaser of a certificated security who as a previous holder had notice of an adverse claim does not improve its position by taking from a protected purchaser.
History
Code 1981, § 11-8-302, enacted by Ga.
L. 1998, p. 1323, § 1; Ga. L. 2001, p. 362, § 21.
Annotations
JUDICIAL DECISIONS Editor’s notes. - In light of the similarity of the statutory provisions, decisions under former Code Section 11-8-301 are included in the annotations for this Code section. Transfer of legal interest in a security. - 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 Code Section 11-8-301).
RESEARCH REFERENCES Am. Jur. 2d. 15A Am. Jur. 2d, Commercial Code, § 89 et seq. C.J.S. 19 C.J.S., Corporations, § 670. 64A C.J.S., Municipal Corporations, § 1710 et seq. 81A C.J.S., States, § 186 et seq. U.L.A. Uniform Commercial Code (U.L.A.) § 8302. ALR. Rights of owner and bona fide purchaser of lost or stolen stock certificates, 52 A.L.R. 947.
Conditions printed on confirmation slips as binding on customers of stock or commodity broker, 71 A.L.R.2d 1089. Right or duty of corporation to refuse to transfer stock on presentation of properly indorsed certificate, because of conflicting rights or claims of one other than transferee, 75 A.L.R.2d 746. Validity of “consent restraint” on transfer of shares of close corporation, 69 A.L.R.3d 1327.