CO Code § 4-8-201 (2021)
2021 Colorado Code|Title 4 - Uniform Commercial Code|Article 8 - Investment Securities|Part 2 - Issue and Issuer|§ 4-8-201. Issuer

  With respect to an obligation on or a defense to a security, an “issuer” includes a person that:   Places or authorizes the placing of its name on a security certificate, other than as authenticating trustee, registrar, transfer agent, or the like, to evidence a share, participation, or other interest in its property or in an enterprise, or to evidence its duty to perform an obligation represented by the certificate;    Creates a share, participation, or other interest in its property or in an enterprise, or undertakes an obligation, that is an uncertificated security;    Directly or indirectly creates a fractional interest in its rights or property, if the fractional interest is represented by a security certificate; or    Becomes responsible for, or in place of, another person described as an issuer in this section.       With respect to an obligation on or defense to a security, a guarantor is an issuer to the extent of its guaranty, whether or not its obligation is noted on a security certificate.    With respect to a registration of a transfer, issuer means a person on whose behalf transfer books are maintained.     History. Source: L. 96: Entire article R&RE, p. 216, § 2, effective July 1.    Cross references:   For offenses relating to this title, see part 5 of article 5 of title 18.   Official Comments   Copyright by the American Law Institute and the National Conference of Commissioners on Uniform State Laws. Reproduced with the permission of the Permanent Editorial Board for the Uniform Commercial Code. All rights reserved. —   Editor's note:   The Official Comments to the Uniform Commercial Code are available only in the printed book form of Colorado Revised Statutes. As noted above, the Official Comments are subject to copyright by the American Law Institute and the National Conference of Commissioners on Uniform State Laws. At this time, Colorado has a license to reprint the Official Comments in the printed book form.   Editor's note:    The numbering and sequencing of C.R.S. subsections do not necessarily correspond with the numbering and sequencing of subsections in the uniform act.    This article was numbered as article 8 of chapter 155, C.R.S. 1963. The provisions of this article were repealed and reenacted in 1996, resulting in the addition, relocation, and elimination of sections as well as subject matter. For amendments to this article prior to 1996, consult the Colorado statutory research explanatory note and the table itemizing the replacement volumes and supplements to the original volume of C.R.S. 1973 beginning on page vii in the front of this volume. Former C.R.S. section numbers are shown in editor's notes following those sections that were relocated. For a detailed comparison, see the “Table of Disposition of Sections in Prior Versions” in the prefatory note at the beginning of this article.     Law reviews:   For article, “Limited Partnership Interests as Uncertificated Securities”, see 13 Colo. Law. 1194 .   Editor's note:   This section is similar to former § 4-8-201 as it existed prior to 1996.   OFFICIAL COMMENT   1. The definition of “issuer” in this section functions primarily to describe the persons whose defenses may be cut off under the rules in Part 2. In large measure it simply tracks the language of the definition of security in Section 8-102(a)(15).   2. Subsection (b) distinguishes the obligations of a guarantor as issuer from those of the principal obligor. However, it does not exempt the guarantor from the impact of subsection (d) of Section 8-202. Whether or not the obligation of the guarantor is noted on the security is immaterial. Typically, guarantors are parent corporations, or stand in some similar relationship to the principal obligor. If that relationship existed at the time the security was originally issued the guaranty would probably have been noted on the security. However, if the relationship arose afterward, e.g., through a purchase of stock or properties, or through merger or consolidation, probably the notation would not have been made. Nonetheless, the holder of the security is entitled to the benefit of the obligation of the guarantor.   3. Subsection (c) narrows the definition of “issuer” for purposes of Part 4 of this Article (registration of transfer). It is supplemented by Section 8-407.   Definitional Cross References:   “Person”. Section 1-201(30)   “Security”. Section 8-102(a)(15)   “Security certificate”. Section 8-102(a)(16)   “Uncertificated security”. Section 8-102(a)(18)