reglab/housing_qa huggingface dataset:
WA Rev Code § 62A.8-204 (2021)
2021 Revised Code of Washington|Title 62A - Uniform Commercial Code|Chapter 62A.8 - Investment Securities.|62A.8-204 - Effect of issuer's restrictions on transfer.

RCW 62A.8-204 Effect of issuer's restrictions on transfer.A restriction on transfer of a security imposed by the issuer, even if otherwise lawful, is ineffective against a person without knowledge of the restriction unless:(1) The security is certificated and the restriction is noted conspicuously on the security certificate; or(2) The security is uncertificated and the registered owner has been notified by the restriction.[ 1995 c 48 § 20; 1986 c 35 § 11; 1965 ex.s. c 157 § 8-204. Cf. former RCW 23.80.150; 1939 c 100 § 15; RRS § 3803-115; formerly RCW 23.20.160.]NOTES:Effective date—1995 c 48: See RCW 62A.11-113.Corporations—Stock certificates—Limitations: RCW 23B.06.250.
WA Rev Code § 62A.8-205 (2021)
2021 Revised Code of Washington|Title 62A - Uniform Commercial Code|Chapter 62A.8 - Investment Securities.|62A.8-205 - Effect of unauthorized signature on security certificate.

RCW 62A.8-205 Effect of unauthorized signature on security certificate.An unauthorized signature placed on a security certificate before or in the course of issue is ineffective, but the signature is effective in favor of a purchaser for value of the certificated security if the purchaser is without notice of the lack of authority and the signing has been done by:(1) An authenticating trustee, registrar, transfer agent, or other person entrusted by the issuer with the signing of the security certificate or of similar certificates, or the immediate preparation for signing of any of them; or(2) An employee of the issuer, or of any of the persons listed in subsection (1) of this section, entrusted with responsible handling of the security certificate.[ 1995 c 48 § 21; 1986 c 35 § 12; 1965 ex.s. c 157 § 8-205. Cf. former RCW 62.01.023; 1955 c 35 § 62.01.023; prior: 1899 c 149 § 23; RRS § 3414.]NOTES:Effective date—1995 c 48: See RCW 62A.11-113.
WA Rev Code § 62A.8-206 (2021)
2021 Revised Code of Washington|Title 62A - Uniform Commercial Code|Chapter 62A.8 - Investment Securities.|62A.8-206 - Completion or alteration of security certificate.

RCW 62A.8-206 Completion or alteration of security certificate.(1) If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect:(a) Any person may complete it by filling in the blanks as authorized; and(b) Even though the blanks are incorrectly filled in, the security certificate as completed is enforceable by a purchaser who took it for value and without notice of the incorrectness.(2) A complete security certificate that has been improperly altered, even if fraudulently, remains enforceable, but only according to its original terms.[ 1995 c 48 § 22; 1986 c 35 § 13; 1965 ex.s. c 157 § 8-206. Cf. former RCW sections: (i) RCW 23.80.160; 1939 c 100 § 16; RRS § 3803-116; formerly RCW 23.20.170. (ii) RCW 62.01.014, 62.01.015, and 62.01.124; 1955 c 35 §§ 62.01.014, 62.01.015, and 62.01.124; prior: 1899 c 149 §§ 14, 15, and 124; RRS §§ 3405, 3406, and 3514.]NOTES:Effective date—1995 c 48: See RCW 62A.11-113.
WA Rev Code § 62A.8-207 (2021)
2021 Revised Code of Washington|Title 62A - Uniform Commercial Code|Chapter 62A.8 - Investment Securities.|62A.8-207 - Rights and duties of issuer with respect to registered owners.

RCW 62A.8-207 Rights and duties of issuer with respect to registered owners.(1) Before due presentment for registration of transfer of a certificated security in registered form or of an instruction requesting registration of transfer of an uncertificated security, the issuer or indenture trustee may treat the registered owner as the person exclusively entitled to vote, receive notifications, and otherwise exercise all the rights and powers of an owner.(2) This Article does not affect the liability of the registered owner of a security for a call, assessment, or the like.[ 1995 c 48 § 23; 1986 c 35 § 14; 1965 ex.s. c 157 § 8-207. Cf. former RCW 23.80.020 and 23.80.030; 1939 c 100 §§ 2 and 3; RRS §§ 3803-102 and 3803-103; formerly RCW 23.20.030 and 23.20.040.]NOTES:Effective date—1995 c 48: See RCW 62A.11-113.
WA Rev Code § 62A.8-208 (2021)
2021 Revised Code of Washington|Title 62A - Uniform Commercial Code|Chapter 62A.8 - Investment Securities.|62A.8-208 - Effect of signature of authenticating trustee, registrar, or transfer agent.

RCW 62A.8-208 Effect of signature of authenticating trustee, registrar, or transfer agent.(1) A person signing a security certificate as authenticating trustee, registrar, transfer agent, or the like, warrants to a purchaser for value of the certificated security, if the purchaser is without notice of a particular defect, that:(a) The certificate is genuine;(b) The person's own participation in the issue of the security is within the person's capacity and within the scope of the authority received by the person from the issuer; and(c) The person has reasonable grounds to believe that the certificated security is in the form and within the amount the issuer is authorized to issue.(2) Unless otherwise agreed, a person signing under subsection (1) of this section does not assume responsibility for the validity of the security in other respects.[ 1995 c 48 § 24; 1986 c 35 § 15; 1965 ex.s. c 157 § 8-208.]NOTES:Effective date—1995 c 48: See RCW 62A.11-113.
WA Rev Code § 62A.8-209 (2021)
2021 Revised Code of Washington|Title 62A - Uniform Commercial Code|Chapter 62A.8 - Investment Securities.|62A.8-209 - Issuer's lien.

RCW 62A.8-209 Issuer's lien.A lien in favor of an issuer upon a certificated security is valid against a purchaser only if the right of the issuer to the lien is noted conspicuously on the security certificate.[ 1995 c 48 § 25.]NOTES:Effective date—1995 c 48: See RCW 62A.11-113.
WA Rev Code § 62A.8-210 (2021)
2021 Revised Code of Washington|Title 62A - Uniform Commercial Code|Chapter 62A.8 - Investment Securities.|62A.8-210 - Overissue.

RCW 62A.8-210 Overissue.(1) In this section, "overissue" means the issue of securities in excess of the amount the issuer has corporate power to issue, but an overissue does not occur if appropriate action has cured the overissue.(2) Except as otherwise provided in subsections (3) and (4) of this section, the provisions of this Article which validate a security or compel its issue or reissue do not apply to the extent that validation, issue, or reissue would result in overissue.(3) If an identical security not constituting an overissue is reasonably available for purchase, a person entitled to issue or validation may compel the issuer to purchase the security and deliver it if certificated or register its transfer if uncertificated, against surrender of any security certificate the person holds.(4) If a security is not reasonably available for purchase, a person entitled to issue or validation may recover from the issuer the price the person or the last purchaser for value paid for it with interest from the date of the person's demand.[ 1995 c 48 § 26.]NOTES:Effective date—1995 c 48: See RCW 62A.11-113.
WA Rev Code § 62A.8-301 (2021)
2021 Revised Code of Washington|Title 62A - Uniform Commercial Code|Chapter 62A.8 - Investment Securities.|62A.8-301 - Delivery.

RCW 62A.8-301 Delivery.(1) Delivery of a certificated security to a purchaser occurs when:(a) The purchaser acquires possession of the security certificate;(b) Another person, other than a securities intermediary, either acquires possession of the security certificate on behalf of the purchaser or, having previously acquired possession of the certificate, acknowledges that it holds for the purchaser; or(c) A securities intermediary acting on behalf of the purchaser acquires possession of the security certificate, only if the certificate is in registered form and is (i) registered in the name of the purchaser, (ii) payable to the order of the purchaser, or (iii) specially indorsed to the purchaser by an effective indorsement and has not been indorsed to the securities intermediary or in blank.(2) Delivery of an uncertificated security to a purchaser occurs when:(a) The issuer registers the purchaser as the registered owner, upon original issue or registration of transfer; or(b) Another person, other than a securities intermediary, either becomes the registered owner of the uncertificated security on behalf of the purchaser or, having previously become the registered owner, acknowledges that it holds for the purchaser.[2000 c 250 § 9A-818; 1995 c 48 § 27; 1986 c 35 § 16; 1965 ex.s. c 157 § 8-301. Cf. former RCW sections: (i) RCW 23.80.070; 1939 c 100 § 7; RRS § 3803-107; formerly RCW 23.20.080. (ii) RCW 62.01.052; 1955 c 35 § 62.01.052; prior: 1899 c 149 § 52; RRS § 3443. (iii) RCW 62.01.057 through 62.01.059; 1955 c 35 §§ 62.01.057 through 62.01.059; prior: 1899 c 149 §§ 57 through 59; RRS §§ 3448 through 3450.]NOTES:Effective date—2000 c 250: See RCW 62A.9A-701.Effective date—1995 c 48: See RCW 62A.11-113.
WA Rev Code § 62A.8-302 (2021)
2021 Revised Code of Washington|Title 62A - Uniform Commercial Code|Chapter 62A.8 - Investment Securities.|62A.8-302 - Rights of purchaser.

RCW 62A.8-302 Rights of purchaser.(1) Except as otherwise provided in subsections (2) and (3) of this section, a purchaser of a certificated or uncertificated security acquires all rights in the security that the transferor had or had power to transfer.(2) A purchaser of a limited interest acquires rights only to the extent of the interest purchased.(3) 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.[2000 c 250 § 9A-819; 1995 c 48 § 28; 1986 c 35 § 17; 1965 ex.s. c 157 § 8-302. Cf. former RCW sections: (i) RCW 23.80.230(2); 1939 c 100 § 23; RRS § 3803-123. (ii) RCW 62.01.052; 1955 c 35 § 62.01.052; prior: 1899 c 149 § 52; RRS § 3443.]NOTES:Effective date—2000 c 250: See RCW 62A.9A-701.Effective date—1995 c 48: See RCW 62A.11-113.
WA Rev Code § 62A.8-303 (2021)
2021 Revised Code of Washington|Title 62A - Uniform Commercial Code|Chapter 62A.8 - Investment Securities.|62A.8-303 - Protected purchaser.

RCW 62A.8-303 Protected purchaser.(1) "Protected purchaser" means a purchaser of a certificated or uncertificated security, or of an interest therein, who:(a) Gives value;(b) Does not have notice of any adverse claim to the security; and(c) Obtains control of the certificated or uncertificated security.(2) In addition to acquiring the rights of a purchaser, a protected purchaser also acquires its interest in the security free of any adverse claim.[ 1995 c 48 § 29; 1986 c 35 § 18; 1965 ex.s. c 157 § 8-303.]NOTES:Effective date—1995 c 48: See RCW 62A.11-113.
WA Rev Code § 62A.8-304 (2021)
2021 Revised Code of Washington|Title 62A - Uniform Commercial Code|Chapter 62A.8 - Investment Securities.|62A.8-304 - Indorsement.

RCW 62A.8-304 Indorsement.(1) An indorsement may be in blank or special. An indorsement in blank includes an indorsement to bearer. A special indorsement specifies to whom a security is to be transferred or who has power to transfer it. A holder may convert a blank indorsement to a special indorsement.(2) An indorsement purporting to be only of part of a security certificate representing units intended by the issuer to be separately transferable is effective to the extent of the indorsement.(3) An indorsement, whether special or in blank, does not constitute a transfer until delivery of the certificate on which it appears or, if the indorsement is on a separate document, until delivery of both the document and the certificate.(4) If a security certificate in registered form has been delivered to a purchaser without a necessary indorsement, the purchaser may become a protected purchaser only when the indorsement is supplied. However, against a transferor, a transfer is complete upon delivery and the purchaser has a specifically enforceable right to have any necessary indorsement supplied.(5) An indorsement of a security certificate in bearer form may give notice of an adverse claim to the certificate, but it does not otherwise affect a right to registration that the holder possesses.(6) Unless otherwise agreed, a person making an indorsement assumes only the obligations provided in RCW 62A.8-108 and not an obligation that the security will be honored by the issuer.[ 1995 c 48 § 30; 1986 c 35 § 19; 1965 ex.s. c 157 § 8-304. Cf. former RCW sections: RCW 62.01.037 and 62.01.056; 1955 c 35 §§ 62.01.037 and 62.01.056; prior: 1899 c 149 §§ 37 and 56; RRS §§ 3428 and 3447.]NOTES:Effective date—1995 c 48: See RCW 62A.11-113.
WA Rev Code § 62A.8-305 (2021)
2021 Revised Code of Washington|Title 62A - Uniform Commercial Code|Chapter 62A.8 - Investment Securities.|62A.8-305 - Instruction.

RCW 62A.8-305 Instruction.(1) If an instruction has been originated by an appropriate person but is incomplete in any other respect, any person may complete it as authorized and the issuer may rely on it as completed, even though it has been completed incorrectly.(2) Unless otherwise agreed, a person initiating an instruction assumes only the obligations imposed by RCW 62A.8-108 and not an obligation that the security will be honored by the issuer.[ 1995 c 48 § 31; 1986 c 35 § 20; 1965 ex.s. c 157 § 8-305. Cf. former RCW sections: RCW 62.01.052(2) and 62.01.053; 1955 c 35 §§ 62.01.052 and 62.01.053; prior: 1899 c 149 §§ 52 and 53; RRS §§ 3443 and 3444.]NOTES:Effective date—1995 c 48: See RCW 62A.11-113.
WA Rev Code § 62A.8-307 (2021)
2021 Revised Code of Washington|Title 62A - Uniform Commercial Code|Chapter 62A.8 - Investment Securities.|62A.8-307 - Purchaser's right to requisites for registration of transfer.

RCW 62A.8-307 Purchaser's right to requisites for registration of transfer.Unless otherwise agreed, the transferor of a security on due demand shall supply the purchaser with proof of authority to transfer or with any other requisite necessary to obtain registration of the transfer of the security, but if the transfer is not for value, a transferor need not comply unless the purchaser pays the necessary expenses. If the transferor fails within a reasonable time to comply with the demand, the purchaser may reject or rescind the transfer.[ 1995 c 48 § 33; 1986 c 35 § 22; 1965 ex.s. c 157 § 8-307. Cf. former RCW sections: (i) RCW 23.80.090; 1939 c 100 § 9; RRS § 3803-109; formerly RCW 23.20.100. (ii) RCW 62.01.049; 1955 c 35 § 62.01.049; prior: 1899 c 149 § 49; RRS § 3440.]NOTES:Effective date—1995 c 48: See RCW 62A.11-113.
WA Rev Code § 62A.8-401 (2021)
2021 Revised Code of Washington|Title 62A - Uniform Commercial Code|Chapter 62A.8 - Investment Securities.|62A.8-401 - Duty of issuer to register transfer.

RCW 62A.8-401 Duty of issuer to register transfer.(1) If a certificated security in registered form is presented to the issuer with a request to register transfer or an instruction is presented to the issuer with a request to register transfer of an uncertificated security, the issuer shall register the transfer as requested if:(a) Under the terms of the security the person seeking registration of transfer is eligible to have the security registered in its name;(b) 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;(c) Reasonable assurance is given that the indorsement or instruction is genuine and authorized (RCW 62A.8-402);(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 RCW 62A.8-204;(f) A demand that the issuer not register transfer has not become effective under RCW 62A.8-403, or the issuer has complied with RCW 62A.8-403(2) but no legal process or indemnity bond is obtained as provided in RCW 62A.8-403(4); 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 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.[ 1995 c 48 § 34; 1986 c 35 § 37; 1965 ex.s. c 157 § 8-401.]NOTES:Effective date—1995 c 48: See RCW 62A.11-113.
WA Rev Code § 62A.8-402 (2021)
2021 Revised Code of Washington|Title 62A - Uniform Commercial Code|Chapter 62A.8 - Investment Securities.|62A.8-402 - Assurance that indorsement or instruction is effective.

RCW 62A.8-402 Assurance that indorsement or instruction is effective.(1) An issuer may require the following assurance that each necessary indorsement or each instruction is genuine and authorized:(a) In all cases, a guaranty of the signature of the person making an indorsement or originating an instruction including, in the case of an instruction, reasonable assurance of identity;(b) If the indorsement is made or the instruction is originated by an agent, appropriate assurance of actual authority to sign;(c) If the indorsement is made or the instruction is originated by a fiduciary pursuant to RCW 62A.8-107(1) (d) or (e), appropriate evidence of appointment or incumbency;(d) If there is more than one fiduciary, reasonable assurance that all who are required to sign have done so; and(e) If the indorsement is made or the instruction is originated by a person not covered by another provision of this subsection, assurance appropriate to the case corresponding as nearly as may be to the provisions of this subsection.(2) An issuer may elect to require reasonable assurance beyond that specified in this section.(3) In this section:(a) "Guaranty of the signature" means a guaranty signed by or on behalf of a person reasonably believed by the issuer to be responsible. An issuer may adopt standards with respect to responsibility if they are not manifestly unreasonable.(b) "Appropriate evidence of appointment or incumbency" [means]:(i) In the case of a fiduciary appointed or qualified by a court, a certificate issued by or under the direction or supervision of the court or an officer thereof and dated within sixty days before the date of presentation for transfer; or(ii) In any other case, a copy of a document showing the appointment or a certificate issued by or on behalf of a person reasonably believed by an issuer to be responsible or, in the absence of that document or certificate, other evidence the issuer reasonably considered appropriate.[ 1995 c 48 § 35; 1986 c 35 § 38; 1965 ex.s. c 157 § 8-402.]NOTES:Effective date—1995 c 48: See RCW 62A.11-113.
WA Rev Code § 62A.8-403 (2021)
2021 Revised Code of Washington|Title 62A - Uniform Commercial Code|Chapter 62A.8 - Investment Securities.|62A.8-403 - Demand that issuer not register transfer.

RCW 62A.8-403 Demand that issuer not register transfer.(1) A person who is an appropriate person to make an indorsement or originate an instruction may demand that the issuer not register transfer of a security by communicating to the issuer a notification that identifies the registered owner and the issue of which the security is a part and provides an address for communications directed to the person making the demand. The demand is effective only if it is received by the issuer at a time and in a manner affording the issuer reasonable opportunity to act on it.(2) 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 after a demand that the issuer not register transfer has become effective, the issuer shall promptly communicate to (a) the person who initiated the demand at the address provided in the demand and (b) the person who presented the security for registration of transfer or initiated the instruction requesting registration of transfer a notification stating that:(i) The certificated security has been presented for registration of transfer or instruction for registration of transfer of uncertificated security has been received;(ii) A demand that the issuer not register transfer had previously been received; and(iii) The issuer will withhold registration of transfer for a period of time stated in the notification in order to provide the person who initiated the demand an opportunity to obtain legal process or an indemnity bond.(3) The period described in subsection (2)(b)(iii) of this section may not exceed thirty days after the date of communication of the notification. A shorter period may be specified by the issuer if it is not manifestly unreasonable.(4) An issuer is not liable to a person who initiated a demand that the issuer not register transfer for any loss the person suffers as a result of registration of a transfer pursuant to an effective indorsement or instruction if the person who initiated the demand does not, within the time stated in the issuer's communication, either:(a) Obtain an appropriate restraining order, injunction, or other process from a court of competent jurisdiction enjoining the issuer from registering the transfer; or(b) File with the issuer an indemnity bond, sufficient in the issuer's judgment to protect the issuer and any transfer agent, registrar, or other agent of the issuer involved from any loss it or they may suffer by refusing to register the transfer.(5) This section does not relieve an issuer from liability for registering transfer pursuant to an indorsement or instruction that was not effective.[ 1995 c 48 § 36; 1986 c 35 § 39; 1965 ex.s. c 157 § 8-403.]NOTES:Effective date—1995 c 48: See RCW 62A.11-113.
WA Rev Code § 62A.8-404 (2021)
2021 Revised Code of Washington|Title 62A - Uniform Commercial Code|Chapter 62A.8 - Investment Securities.|62A.8-404 - Wrongful registration.

RCW 62A.8-404 Wrongful registration.(1) Except as otherwise provided in RCW 62A.8-406, an issuer is liable for wrongful registration of transfer if the issuer has registered a transfer of a security to a person not entitled to it, and the transfer was registered:(a) Pursuant to an ineffective indorsement or instruction;(b) After a demand that the issuer not register transfer became effective under RCW 62A.8-403(1) and the issuer did not comply with RCW 62A.8-403(2);(c) After the issuer had been served with an injunction, restraining order, or other legal process enjoining it from registering the transfer, issued by a court of competent jurisdiction, and the issuer had a reasonable opportunity to act on the injunction, restraining order, or other legal process; or(d) By an issuer acting in collusion with the wrongdoer.(2) An issuer that is liable for wrongful registration of transfer under subsection (1) of this section on demand shall provide the person entitled to the security with a like certificated or uncertificated security, and any payments or distributions that the person did not receive as a result of the wrongful registration. If an overissue would result, the issuer's liability to provide the person with a like security is governed by RCW 62A.8-210.(3) Except as otherwise provided in subsection (1) of this section or in a law relating to the collection of taxes, an issuer is not liable to an owner or other person suffering loss as a result of the registration of a transfer of a security if registration was made pursuant to an effective indorsement or instruction.[ 1995 c 48 § 37; 1986 c 35 § 40; 1965 ex.s. c 157 § 8-404.]NOTES:Effective date—1995 c 48: See RCW 62A.11-113.