TITLE 11 COMMERCIAL CODE

Section 8. Investment Securities, 11-8-101 through 11-8-603.

ARTICLE 8 INVESTMENT SECURITIES

11-8-401. Duty of issuer to register transfer.

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 (Code Section 11-8-402);
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 Code Section 11-8-204;
6. A demand that the issuer not register transfer has not become effective under Code Section 11-8-403, or the issuer has complied with subsection (b) of Code Section 11-8-403 but no legal process or indemnity bond is obtained as provided in subsection (d) of Code Section 11-8-403; and
7. The transfer is in fact rightful or is to a protected purchaser.
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.

(Code 1981, §11-8-401, enacted by Ga. L. 1998, p. 1323, § 1.)

JUDICIAL DECISIONS

Construction with § 11-8-204. - Taken together, O.C.G.A. §§ 11-8-204 and11-8-401 require the issuer to register a transfer presented in proper form, even if there were secret restrictions, if the purchaser or pledgee was ignorant of the restrictions. Neidiger/Tucker/Bruner, Inc. v. Suntrust Bank, 242 Ga. App. 369, 530 S.E.2d 18 (2000).

OPINIONS OF THE ATTORNEY GENERAL

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, Ch. 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 § 11-8-401 prior to 1992 repeal).

The implicit requirement of the Disposition of Unclaimed Property Act 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 § 11-8-401 prior to 1992 repeal).

RESEARCH REFERENCES

Am. Jur. 2d.

- 15A Am. Jur. 2d, Commercial Code, §§ 78, 114. 18 Am. Jur. 2d, Corporations, § 425.

C.J.S.

- 11 C.J.S., Bonds, § 15. 18 C.J.S., Corporations, §§ 272-275. 64A C.J.S., Municipal Corporations, § 1700. 81A C.J.S., States, § 186.

U.L.A.

- Uniform Commercial Code (U.L.A.) § 8-401.

ALR.

- Failure to enter transfer of stock on corporate books as affecting liability of transferee for calls or assessments, 60 A.L.R. 112.

Right of corporation to refuse to register transfer of stock because of stockholder's indebtedness to it, where transfer is by operation of law, 65 A.L.R. 220.

Remedy for refusal of corporation or its agent to register or effectuate transfer of stock, 22 A.L.R.2d 12.

Syfert Injury Law Firm

2018 Georgia Code 11-8-401 | Car Wreck Lawyer