NRS
104.8401 Duty of issuer to register transfer.
1. 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, pledge
or release as requested if:
(a) Under the terms of the security, the person
seeking registration of transfer is eligible to have the security registered in
his or her name;
(b) 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;
(c) Reasonable assurance is given that the
endorsement or instruction is genuine and authorized;
(d) Any applicable law relating to the collection
of taxes has been complied with;
(e) The transfer does not violate any restriction
on transfer imposed by the issuer in accordance with NRS 104.8204;
(f) A demand that the issuer not register
transfer has not become effective under NRS
104.8403, or the issuer has complied with subsection 2 of that section but
no legal process or indemnity bond is obtained as provided in subsection 4 of
that section; and
(g) The transfer is in fact rightful or is to a
protected purchaser.
2. If an issuer is under a duty to
register a transfer of a security, the issuer is liable to the person presenting
a certificated security or an instruction for registration or his or her
principal for loss resulting from unreasonable delay in registration or failure
or refusal to register the transfer.
(Added to NRS by 1965,
886; A 1985,
108; 1997,
399)
Notes of Decisions
Shaw v. Empire Stock Transfer Inc., 381 F. Supp. 3d 286 (S.D. Ill. 2019).
· cites it 3× “§ 8-401 and Nevada's parallel statute, Nev. Rev. Stat. § 104.8401 , govern stock transfers and obligate the issuer to register transfer if certain conditions are met, providing: 1.”
ARTHUR W. TIFFORD, PA v. Tandem Energy Corp., 562 F.3d 699 (5th Cir. 2009).
“See Nev.Rev.Stat. § 104.8401. Arthur Tifford states in his affidavit that Certificate 1069 was acquired as a partial satisfaction of a judgment against Williams, and without knowledge that the shares were invalid.”
Guilfoyle v. Olde Monmouth Stock Transfer, 2014 NV 78 (Nev. 2014).
· cites it 26× “Under NRS 104.8401 and NRS 104.8407 a transfer agent must, on SUPREME COURT OF NEVADA (0) I947A )14 3nz-io proper request, register a transfer of securities without unreasonable delay.”
Wells v. Global Tech Indus., Inc (D. Nev. 2023).
· cites it 10× “3 On November 11, 2021, Plaintiff filed a Complaint against Defendant in this Court, 4 asserting that Defendant and GTII violated their Duty to Register Transfer of Shares under 5 NRS § 104.8401. (Compl. ¶¶ 21–26). On April 29, 2022, GTII’s motion for injunctive relief 6 was…”
Wells v. Global Tech Indus., Inc (D. Nev. 2022).
· cites it 4× “MERITORIOUS DEFENSE 4 Plaintiff alleges that Defendant Global Tech failed and refused to register Plaintiff’s 5 shares, in violation of NRS § 104.8401. (Compl. ¶¶ 21–26). Defendant Global Tech does not 6 address any defenses it may have to this allegation.”
Smouha v. Metro. Transit Auth., 8 Misc. 3d 248 (N.Y. Sup. Ct. 2005).
“(c) UCC 8-401 (Nev Rev Stat § 104.8401) covers the duty of the issuer to register transfer, and directs: “If a certificated security in registered form is presented to an issuer with a request to register transfer .”
Shaw v. Empire Stock Transfer, Inc. (S.D.N.Y. 2019).
· cites it 2× “§ 8-401 and Nevada’s parallel statute, Nev. Rev. Stat. § 104.8401 , govern stock transfers and obligate the issuer to register transfer if certain conditions are met, providing: 1.”
Quantum Energy Inc. v. PCS Advisors LLC (D. Nev. 2023).
“55] 5 Quantum seeks dismissal of the plaintiffs’ conversion claims, arguing that Nevada 6 Revised Statute § 104.8401, which governs stock transfers, displaces that common-law claim.”
— Nev. Rev. Stat. § 104.8401(1) — 4 cases
Shaw v. Empire Stock Transfer Inc., 381 F. Supp. 3d 286 (S.D. Ill. 2019).
“§ 8-401 and Nevada's parallel statute, Nev. Rev. Stat. § 104.8401 , govern stock transfers and obligate the issuer to register transfer if certain conditions are met, providing: 1.”
Guilfoyle v. Olde Monmouth Stock Transfer, 2014 NV 78 (Nev. 2014).
“Under NRS 104.8401 and NRS 104.8407 a transfer agent must, on SUPREME COURT OF NEVADA (0) I947A )14 3nz-io proper request, register a transfer of securities without unreasonable delay.”
Wells v. Global Tech Indus., Inc (D. Nev. 2023).
“3 On November 11, 2021, Plaintiff filed a Complaint against Defendant in this Court, 4 asserting that Defendant and GTII violated their Duty to Register Transfer of Shares under 5 NRS § 104.8401. (Compl. ¶¶ 21–26). On April 29, 2022, GTII’s motion for injunctive relief 6 was…”
Shaw v. Empire Stock Transfer, Inc. (S.D.N.Y. 2019).
“§ 8-401 and Nevada’s parallel statute, Nev. Rev. Stat. § 104.8401 , govern stock transfers and obligate the issuer to register transfer if certain conditions are met, providing: 1.”
— Nev. Rev. Stat. § 104.8401(2) — 1 case
Guilfoyle v. Olde Monmouth Stock Transfer, 2014 NV 78 (Nev. 2014).
“Under NRS 104.8401 and NRS 104.8407 a transfer agent must, on SUPREME COURT OF NEVADA (0) I947A )14 3nz-io proper request, register a transfer of securities without unreasonable delay.”
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