reglab/statecodes huggingface dataset:
2023 California Code › Commercial Code - COM › DIVISION 8 - INVESTMENT SECURITIES › CHAPTER 1 - Short Title and General Matters › Section 8107.

8107. (a) “Appropriate person” means any of the following:
(1) With respect to an endorsement, the person specified by a security certificate or by an effective special endorsement to be entitled to the security.
(2) With respect to an instruction, the registered owner of an uncertificated security.
(3) With respect to an entitlement order, the entitlement holder.
(4) If the person designated in paragraph (1), (2), or (3) is deceased, the designated person’s successor taking under other law or the designated person’s personal representative acting for the estate of the decedent, or the beneficiary of a security, as defined in subdivision (d) of Section 5501 of the Probate Code, registered in beneficiary form, as defined in subdivision (a) of Section 5501 of the Probate Code, if the beneficiary has survived the death of the registered owner or all registered owners.
(5) If the person designated in paragraph (1), (2), or (3) lacks capacity, the designated person’s guardian, conservator, or other similar representative who has power under other law to transfer the security or financial asset.
(b) An endorsement, instruction, or entitlement order is effective if it is made by any of the following:
(1) It is made by the appropriate person.
(2) It is made by a person who has power under the law of agency to transfer the security or financial asset on behalf of the appropriate person, including, in the case of an instruction or entitlement order, a person who has control under paragraph (2) of subdivision (c) or paragraph (2) of subdivision (d) of Section 8106.
(3) The appropriate person has ratified it or is otherwise precluded from asserting its ineffectiveness.
(c) An endorsement, instruction, or entitlement order made by a representative is effective even if:
(1) The representative has failed to comply with a controlling instrument or with the law of the state having jurisdiction of the representative relationship, including any law requiring the representative to obtain court approval of the transaction.
(2) The representative’s action in making the endorsement, instruction, or entitlement order or using the proceeds of the transaction is otherwise a breach of duty.
(d) If a security is registered in the name of or specially endorsed to a person described as a representative, or if a securities account is maintained in the name of a person described as a representative, an endorsement, instruction, or entitlement order made by the person is effective even though the person is no longer serving in the described capacity.
(e) Effectiveness of an endorsement, instruction, or entitlement order is determined as of the date the endorsement, instruction, or entitlement order is made, and an endorsement, instruction, or entitlement order does not become ineffective by reason of any later change of circumstances.
(Amended by Stats. 1998, Ch. 242, Sec. 1. Effective January 1, 1999.)
2023 California Code › Commercial Code - COM › DIVISION 8 - INVESTMENT SECURITIES › CHAPTER 1 - Short Title and General Matters › Section 8109.

8109. (a) A person who originates an entitlement order to a securities intermediary warrants all of the following to the securities intermediary:
(1) The entitlement order is made by an appropriate person, or if the entitlement order is by an agent, the agent has actual authority to act on behalf of the appropriate person.
(2) There is no adverse claim to the security entitlement.
(b) A person who delivers a security certificate to a securities intermediary for credit to a securities account or originates an instruction with respect to an uncertificated security directing that the uncertificated security be credited to a securities account makes to the securities intermediary the warranties specified in subdivision (a) or (b) of Section 8108.
(c) If a securities intermediary delivers a security certificate to its entitlement holder or causes its entitlement holder to be registered as the owner of an uncertificated security, the securities intermediary makes to the entitlement holder the warranties specified in subdivision (a) or (b) of Section 8108.
(Repealed and added by Stats. 1996, Ch. 497, Sec. 9. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 8 - INVESTMENT SECURITIES › CHAPTER 1 - Short Title and General Matters › Section 8111.

8111. A rule adopted by a clearing corporation governing rights and obligations among the clearing corporation and its participants in the clearing corporation is effective even if the rule conflicts with this division and affects another party who does not consent to the rule.
(Added by Stats. 1996, Ch. 497, Sec. 9. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 8 - INVESTMENT SECURITIES › CHAPTER 1 - Short Title and General Matters › Section 8112.

8112. (a) The interest of a debtor in a certificated security may be reached by a creditor only by actual seizure of the security certificate by the officer making the attachment or levy, except as otherwise provided in subdivision (d). However, a certificated security for which the certificate has been surrendered to the issuer may be reached by a creditor by legal process upon the issuer.
(b) The interest of a debtor in an uncertificated security may be reached by a creditor only by legal process upon the issuer at its chief executive office in the United States, except as otherwise provided in subdivision (d).
(c) The interest of a debtor in a security entitlement may be reached by a creditor only by legal process upon the securities intermediary with whom the debtor’s securities account is maintained, except as otherwise provided in subdivision (d).
(d) The interest of a debtor in a certificated security for which the certificate is in the possession of a secured party, or in an uncertificated security registered in the name of a secured party, or a security entitlement maintained in the name of a secured party, may be reached by a creditor by legal process upon the secured party.
(e) A creditor whose debtor is the owner of a certificated security, uncertificated security, or security entitlement is entitled to aid from a court of competent jurisdiction, by injunction or otherwise, in reaching the certificated security, uncertificated security, or security entitlement or in satisfying the claim by means allowed at law or in equity in regard to property that cannot readily be reached by other legal process.
(Added by Stats. 1996, Ch. 497, Sec. 9. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 8 - INVESTMENT SECURITIES › CHAPTER 1 - Short Title and General Matters › Section 8113.

8113. A contract or modification of a contract for the sale or purchase of a security is enforceable whether or not there is a writing signed or record authenticated by a party against whom enforcement is sought, even if the contract or modification is not capable of performance within one year of its making.
(Added by Stats. 1996, Ch. 497, Sec. 9. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 8 - INVESTMENT SECURITIES › CHAPTER 1 - Short Title and General Matters › Section 8114.

8114. The following rules apply in an action on a certificated security against the issuer:
(a) Unless specifically denied in the pleadings, each signature on a security certificate or in a necessary endorsement is admitted.
(b) If the effectiveness of a signature is put in issue, the burden of establishing effectiveness is on the party claiming under the signature, but the signature is presumed to be genuine or authorized.
(c) If signatures on a security certificate are admitted or established, production of the certificate entitles a holder to recover on it unless the defendant establishes a defense or a defect going to the validity of the security.
(d) If it is shown that a defense or defect exists, the plaintiff has the burden of establishing that the plaintiff or some person under whom the plaintiff claims is a person against whom the defense or defect cannot be asserted.
(Added by Stats. 1996, Ch. 497, Sec. 9. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 8 - INVESTMENT SECURITIES › CHAPTER 1 - Short Title and General Matters › Section 8115.

8115. A securities intermediary that has transferred a financial asset pursuant to an effective entitlement order, or a broker or other agent or bailee that has dealt with a financial asset at the direction of its customer or principal, is not liable to a person having an adverse claim to the financial asset, unless the securities intermediary, or broker or other agent or bailee did one or more of the following:
(1) Took the action after it had been served with an injunction, restraining order, or other legal process enjoining it from doing so, issued by a court of competent jurisdiction, and had a reasonable opportunity to act on the injunction, restraining order, or other legal process.
(2) Acted in collusion with the wrongdoer in violating the rights of the adverse claimant.
(3) In the case of a security certificate that has been stolen, acted with notice of the adverse claim.
(Added by Stats. 1996, Ch. 497, Sec. 9. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 8 - INVESTMENT SECURITIES › CHAPTER 1 - Short Title and General Matters › Section 8116.

8116. A securities intermediary that receives a financial asset and establishes a security entitlement to the financial asset in favor of an entitlement holder is a purchaser for value of the financial asset. A securities intermediary that acquires a security entitlement to a financial asset from another securities intermediary acquires the security entitlement for value if the securities intermediary acquiring the security entitlement establishes a security entitlement to the financial asset in favor of an entitlement holder.
(Added by Stats. 1996, Ch. 497, Sec. 9. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 8 - INVESTMENT SECURITIES › CHAPTER 2 - Issue and Issuer › Section 8201.

8201. (a) With respect to an obligation on or a defense to a security, an “issuer” includes a person that does any of the following:
(1) 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.
(2) Creates a share, participation, or other interest in its property or in an enterprise, or undertakes an obligation, that is an uncertificated security.
(3) Directly or indirectly creates a fractional interest in its rights or property, if the fractional interest is represented by a security certificate.
(4) Becomes responsible for, or in place of, another person described as an issuer in this section.
(b) 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.
(c) With respect to a registration of a transfer, issuer means a person on whose behalf transfer books are maintained.
(Repealed and added by Stats. 1996, Ch. 497, Sec. 9. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 8 - INVESTMENT SECURITIES › CHAPTER 2 - Issue and Issuer › Section 8202.

8202. (a) Even against a purchaser for value and without notice, the terms of a certificated security include terms stated on the certificate and terms made part of the security by reference on the certificate to another instrument, indenture, or document or to a constitution, statute, ordinance, rule, regulation, order, or the like, to the extent the terms referred to do not conflict with terms stated on the certificate. A reference under this subdivision does not of itself charge a purchaser for value with notice of a defect going to the validity of the security, even if the certificate expressly states that a person accepting it admits notice. The terms of an uncertificated security include those stated in any instrument, indenture, or document or in a constitution, statute, ordinance, rule, regulation, order, or the like, pursuant to which the security is issued.
(b) The following rules apply if an issuer asserts that a security is not valid:
(1) A security other than one issued by a government or governmental subdivision, agency, or instrumentality, even though issued with a defect going to its validity, is valid in the hands of a purchaser for value and without notice of the particular defect unless the defect involves a violation of a constitutional provision. In that case, the security is valid in the hands of a purchaser for value and without notice of the defect, other than one who takes by original issue.
(2) Paragraph (1) applies to an issuer that is a government or governmental subdivision, agency, or instrumentality only if there has been substantial compliance with the legal requirements governing the issue or the issuer has received a substantial consideration for the issue as a whole or for the particular security and a stated purpose of the issue is one for which the issuer has power to borrow money or issue the security.
(c) Except as otherwise provided in Section 8205, lack of genuineness of a certificated security is a complete defense, even against a purchaser for value and without notice.
(d) All other defenses of the issuer of a security, including nondelivery and conditional delivery of a certificated security, are ineffective against a purchaser for value who has taken the certificated security without notice of the particular defense.
(e) This section does not affect the right of a party to cancel a contract for a security “when, as and if issued” or “when distributed” in the event of a material change in the character of the security that is the subject of the contract or in the plan or arrangement pursuant to which the security is to be issued or distributed.
(f) If a security is held by a securities intermediary against whom an entitlement holder has a security entitlement with respect to the security, the issuer may not assert any defense that the issuer could not assert if the entitlement holder held the security directly.
(Repealed and added by Stats. 1996, Ch. 497, Sec. 9. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 8 - INVESTMENT SECURITIES › CHAPTER 2 - Issue and Issuer › Section 8203.

8203. After an act or event, other than a call that has been revoked, creating a right to immediate performance of the principal obligation represented by a certificated security or setting a date on or after which the security is to be presented or surrendered for redemption or exchange, a purchaser is charged with notice of any defect in its issue or defense of the issuer, if the act or event either:
(1) Requires the payment of money, the delivery of a certificated security, the registration of transfer of an uncertificated security, or any of them on presentation or surrender of the security certificate, the money or security is available on the date set for payment or exchange, and the purchaser takes the security more than one year after that date.
(2) Is not covered by paragraph (1) and the purchaser takes the security more than two years after the date set for surrender or presentation or the date on which performance became due.
(Repealed and added by Stats. 1996, Ch. 497, Sec. 9. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 8 - INVESTMENT SECURITIES › CHAPTER 2 - Issue and Issuer › Section 8204.

8204. 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 either of the following applies:
(1) The security is certificated and the restriction is noted conspicuously on the security certificate.
(2) The security is uncertificated and the registered owner has been notified of the restriction.
(Repealed and added by Stats. 1996, Ch. 497, Sec. 9. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 8 - INVESTMENT SECURITIES › CHAPTER 2 - Issue and Issuer › Section 8205.

8205. 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 one of the following:
(1) An authenticating trustee, registrar, transfer agent, or other person entrusted by the issuer with the signing of the security certificate or of similar security certificates, or the immediate preparation for signing of any of them.
(2) An employee of the issuer, or of any of the persons listed in paragraph (1), entrusted with responsible handling of the security certificate.
(Repealed and added by Stats. 1996, Ch. 497, Sec. 9. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 8 - INVESTMENT SECURITIES › CHAPTER 2 - Issue and Issuer › Section 8206.

8206. (a) If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect, the following apply:
(1) Any person may complete it by filling in the blanks as authorized.
(2) Even if 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.
(b) A complete security certificate that has been improperly altered, even if fraudulently, remains enforceable, but only according to its original terms.
(Repealed and added by Stats. 1996, Ch. 497, Sec. 9. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 8 - INVESTMENT SECURITIES › CHAPTER 2 - Issue and Issuer › Section 8207.

8207. (a) 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.
(b) This division does not affect the liability of the registered owner of a security for a call, assessment, or the like.
(Repealed and added by Stats. 1996, Ch. 497, Sec. 9. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 8 - INVESTMENT SECURITIES › CHAPTER 2 - Issue and Issuer › Section 8208.

8208. (a) A person signing a security certificate as authenticating trustee, registrar, transfer agent, or the like, warrants all of the following to a purchaser for value of the certificated security, if the purchaser is without notice of a particular defect:
(1) The certificate is genuine.
(2) 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.
(3) 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.
(b) Unless otherwise agreed, a person signing under subdivision (a) does not assume responsibility for the validity of the security in other respects.
(Repealed and added by Stats. 1996, Ch. 497, Sec. 9. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 8 - INVESTMENT SECURITIES › CHAPTER 2 - Issue and Issuer › Section 8209.

8209. 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.
(Added by Stats. 1996, Ch. 497, Sec. 9. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 8 - INVESTMENT SECURITIES › CHAPTER 2 - Issue and Issuer › Section 8210.

8210. (a) 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.
(b) Except as otherwise provided in subdivisions (c) and (d), the provisions of this division that validate a security or compel its issue or reissue do not apply to the extent that validation, issue, or reissue would result in overissue.
(c) 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.
(d) 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.
(Added by Stats. 1996, Ch. 497, Sec. 9. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 8 - INVESTMENT SECURITIES › CHAPTER 3 - Transfer of Certificated and Uncertificated Securities › Section 8301.

8301. (a) Delivery of a certificated security to a purchaser occurs when any of the following occur:
(1) The purchaser acquires possession of the security certificate.
(2) 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.
(3) 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 (A) registered in the name of the purchaser, (B) payable to the order of the purchaser, or (C) specially endorsed to the purchaser by an effective endorsement and has not been endorsed to the securities intermediary or in blank.
(b) Delivery of an uncertificated security to a purchaser occurs when any of the following occur:
(1) The issuer registers the purchaser as the registered owner, upon original issue or registration of transfer.
(2) 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.
(Amended by Stats. 1999, Ch. 991, Sec. 33.3. Effective January 1, 2000. Operative July 1, 2001, by Sec. 75 of Ch. 991.)
2023 California Code › Commercial Code - COM › DIVISION 8 - INVESTMENT SECURITIES › CHAPTER 3 - Transfer of Certificated and Uncertificated Securities › Section 8302.

8302. (a) Except as otherwise provided in subdivisions (b) and (c), 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.
(Amended by Stats. 1999, Ch. 991, Sec. 33.4. Effective January 1, 2000. Operative July 1, 2001, by Sec. 75 of Ch. 991.)
2023 California Code › Commercial Code - COM › DIVISION 8 - INVESTMENT SECURITIES › CHAPTER 3 - Transfer of Certificated and Uncertificated Securities › Section 8303.

8303. (a) “Protected purchaser” means a purchaser of a certificated or uncertificated security, or of an interest therein, who does all of the following:
(1) Gives value.
(2) Does not have notice of any adverse claim to the security.
(3) Obtains control of the certificated or uncertificated security.
(b) A protected purchaser also acquires its interest in the security free of any adverse claim.
(Amended by Stats. 2023, Ch. 210, Sec. 23. (SB 95) Effective January 1, 2024.)
2023 California Code › Commercial Code - COM › DIVISION 8 - INVESTMENT SECURITIES › CHAPTER 3 - Transfer of Certificated and Uncertificated Securities › Section 8304.

8304. (a) An endorsement may be in blank or special. An endorsement in blank includes an endorsement to bearer. A special endorsement specifies to whom a security is to be transferred or who has power to transfer it. A holder may convert a blank endorsement to a special endorsement.
(b) An endorsement 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 endorsement.
(c) An endorsement, whether special or in blank, does not constitute a transfer until delivery of the certificate on which it appears or, if the endorsement is on a separate document, until delivery of both the document and the certificate.
(d) If a security certificate in registered form has been delivered to a purchaser without a necessary endorsement, the purchaser may become a protected purchaser only when the endorsement is supplied. However, against a transferor, a transfer is complete upon delivery and the purchaser has a specifically enforceable right to have any necessary endorsement supplied.
(e) An endorsement 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.
(f) Unless otherwise agreed, a person making an endorsement assumes only the obligations provided in Section 8108 and not an obligation that the security will be honored by the issuer.
(Repealed and added by Stats. 1996, Ch. 497, Sec. 9. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 8 - INVESTMENT SECURITIES › CHAPTER 3 - Transfer of Certificated and Uncertificated Securities › Section 8305.

8305. (a) 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.
(b) Unless otherwise agreed, a person initiating an instruction assumes only the obligations imposed by Section 8108 and not an obligation that the security will be honored by the issuer.
(Repealed and added by Stats. 1996, Ch. 497, Sec. 9. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 8 - INVESTMENT SECURITIES › CHAPTER 3 - Transfer of Certificated and Uncertificated Securities › Section 8306.

8306. (a) A person who guarantees a signature of an endorser of a security certificate warrants that at the time of signing all of the following were true:
(1) The signature was genuine.
(2) The signer was an appropriate person to endorse, or if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person.
(3) The signer had legal capacity to sign.
(b) A person who guarantees a signature of the originator of an instruction warrants that at the time of signing all of the following were true:
(1) The signature was genuine.
(2) The signer was an appropriate person to originate the instruction, or if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person, if the person specified in the instruction as the registered owner was, in fact, the registered owner, as to which fact the signature guarantor does not make a warranty.
(3) The signer had legal capacity to sign.
(c) A person who specially guarantees the signature of an originator of an instruction makes the warranties of a signature guarantor under subdivision (b) and also warrants that at the time the instruction is presented to the issuer all of the following are true:
(1) The person specified in the instruction as the registered owner of the uncertificated security will be the registered owner.
(2) The transfer of the uncertificated security requested in the instruction will be registered by the issuer free from all liens, security interests, restrictions, and claims other than those specified in the instruction.
(d) A guarantor under subdivisions (a) and (b) or a special guarantor under subdivision (c) does not otherwise warrant the rightfulness of the transfer.
(e) A person who guarantees an endorsement of a security certificate makes the warranties of a signature guarantor under subdivision (a) and also warrants the rightfulness of the transfer in all respects.
(f) A person who guarantees an instruction requesting the transfer of an uncertificated security makes the warranties of a special signature guarantor under subdivision (c) and also warrants the rightfulness of the transfer in all respects.
(g) An issuer may not require a special guaranty of signature, a guaranty of endorsement, or a guaranty of instruction as a condition to registration of transfer.
(h) The warranties under this section are made to a person taking or dealing with the security in reliance on the guaranty, and the guarantor is liable to the person for loss resulting from their breach. An endorser or originator of an instruction whose signature, endorsement, or instruction has been guaranteed is liable to a guarantor for any loss suffered by the guarantor as a result of breach of the warranties of the guarantor.
(Repealed and added by Stats. 1996, Ch. 497, Sec. 9. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 8 - INVESTMENT SECURITIES › CHAPTER 3 - Transfer of Certificated and Uncertificated Securities › Section 8307.

8307. 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.
(Repealed and added by Stats. 1996, Ch. 497, Sec. 9. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 8 - INVESTMENT SECURITIES › CHAPTER 4 - Registration › Section 8401.

8401. (a) 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 the following conditions are met:
(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 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.
(3) Reasonable assurance is given that the endorsement or instruction is genuine and authorized (Section 8402).
(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 Section 8204.
(6) A demand that the issuer not register transfer has not become effective under Section 8403, or the issuer has complied with subdivision (b) of Section 8403 but no legal process or indemnity bond is obtained as provided in subdivision (d) of Section 8403.
(7) The transfer is in fact rightful or is to a protected purchaser.
(b) 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.
(Repealed and added by Stats. 1996, Ch. 497, Sec. 9. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 8 - INVESTMENT SECURITIES › CHAPTER 4 - Registration › Section 8402.

8402. (a) An issuer may require the following assurance that each necessary endorsement or each instruction is genuine and authorized:
(1) In all cases, a guaranty of the signature of the person making an endorsement or originating an instruction including, in the case of an instruction, reasonable assurance of identity.
(2) If the endorsement is made or the instruction is originated by an agent, appropriate assurance of actual authority to sign.
(3) If the endorsement is made or the instruction is originated by a fiduciary pursuant to paragraph (4) or (5) of Section 8107, appropriate evidence of appointment or incumbency.
(4) If there is more than one fiduciary, reasonable assurance that all who are required to sign have done so.
(5) If the endorsement is made or the instruction is originated by a person not covered by another provision of this subdivision, assurance appropriate to the case corresponding as nearly as may be to the provisions of this subdivision.
(b) An issuer may elect to require reasonable assurance beyond that specified in this section.
(c) In this section:
(1) “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.
(2) “Appropriate evidence of appointment or incumbency” means:
(A) 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 60 days before the date of presentation for transfer.
(B) 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 considers appropriate.
(Repealed and added by Stats. 1996, Ch. 497, Sec. 9. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 8 - INVESTMENT SECURITIES › CHAPTER 4 - Registration › Section 8403.

8403. (a) A person who is an appropriate person to make an endorsement 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.
(b) 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 all of the following:
(1) The certificated security has been presented for registration of transfer or the instruction for registration of transfer of the uncertificated security has been received.
(2) A demand that the issuer not register transfer had previously been received.
(3) 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.
(c) The period described in paragraph (3) of subdivision (b) may not exceed 30 days after the date of communication of the notification. A shorter period may be specified by the issuer if it is not manifestly unreasonable.
(d) 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 endorsement or instruction if the person who initiated the demand does not, within the time stated in the issuer’s communication, either:
(1) Obtain an appropriate restraining order, injunction, or other process from a court of competent jurisdiction enjoining the issuer from registering the transfer.
(2) 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.
(e) This section does not relieve an issuer from liability for registering transfer pursuant to an endorsement or instruction that was not effective.
(Repealed and added by Stats. 1996, Ch. 497, Sec. 9. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 8 - INVESTMENT SECURITIES › CHAPTER 4 - Registration › Section 8404.

8404. (a) Except as otherwise provided in Section 8406, 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 in any of the following circumstances:
(1) Pursuant to an ineffective endorsement or instruction.
(2) After a demand that the issuer not register transfer became effective under subdivision (a) of Section 8403(a) and the issuer did not comply with subdivision (b) of Section 8403.
(3) 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.
(4) By an issuer acting in collusion with the wrongdoer.
(b) An issuer that is liable for wrongful registration of transfer under subdivision (a) 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 Section 8210.
(c) Except as otherwise provided in subdivision (a) 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 endorsement or instruction.
(Repealed and added by Stats. 1996, Ch. 497, Sec. 9. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 8 - INVESTMENT SECURITIES › CHAPTER 4 - Registration › Section 8405.

8405. (a) If an owner of a certificated security, whether in registered or bearer form, claims that the certificate has been lost, destroyed, or wrongfully taken, the issuer shall issue a new certificate if the owner does all of the following:
(1) So requests before the issuer has notice that the certificate has been acquired by a protected purchaser.
(2) Files with the issuer a sufficient indemnity bond.
(3) Satisfies other reasonable requirements imposed by the issuer.
(b) If, after the issue of a new security certificate, a protected purchaser of the original certificate presents it for registration of transfer, the issuer shall register the transfer unless an overissue would result. In that case, the issuer’s liability is governed by Section 8210. In addition to any rights on the indemnity bond, an issuer may recover the new certificate from a person to whom it was issued or any person taking under that person, except a protected purchaser.
(Repealed and added by Stats. 1996, Ch. 497, Sec. 9. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 8 - INVESTMENT SECURITIES › CHAPTER 4 - Registration › Section 8406.

8406. If a security certificate has been lost, apparently destroyed, or wrongfully taken, and the owner fails to notify the issuer of that fact within a reasonable time after the owner has notice of it and the issuer registers a transfer of the security before receiving notification, the owner may not assert against the issuer a claim for registering the transfer under Section 8404 or a claim to a new security certificate under Section 8405.
(Repealed and added by Stats. 1996, Ch. 497, Sec. 9. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 8 - INVESTMENT SECURITIES › CHAPTER 4 - Registration › Section 8407.

8407. A person acting as authenticating trustee, transfer agent, registrar, or other agent for an issuer in the registration of a transfer of its securities, in the issue of new security certificates or uncertificated securities, or in the cancellation of surrendered security certificates has the same obligation to the holder or owner of a certificated or uncertificated security with regard to the particular functions performed as the issuer has in regard to those functions.
(Repealed and added by Stats. 1996, Ch. 497, Sec. 9. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 8 - INVESTMENT SECURITIES › CHAPTER 5 - Security Entitlements › Section 8501.

8501. (a) “Securities account” means an account to which a financial asset is or may be credited in accordance with an agreement under which the person maintaining the account undertakes to treat the person for whom the account is maintained as entitled to exercise the rights that comprise the financial asset.
(b) Except as otherwise provided in subdivisions (d) and (e), a person acquires a security entitlement if a securities intermediary does any of the following:
(1) Indicates by book entry that a financial asset has been credited to the person’s securities account.
(2) Receives a financial asset from the person or acquires a financial asset for the person and, in either case, accepts it for credit to the person’s securities account.
(3) Becomes obligated under other law, regulation, or rule to credit a financial asset to the person’s securities account.
(c) If a condition of subdivision (b) has been met, a person has a security entitlement even though the securities intermediary does not itself hold the financial asset.
(d) If a securities intermediary holds a financial asset for another person, and the financial asset is registered in the name of, payable to the order of, or specially endorsed to the other person, and has not been endorsed to the securities intermediary or in blank, the other person is treated as holding the financial asset directly rather than as having a security entitlement with respect to the financial asset.
(e) Issuance of a security is not establishment of a security entitlement.
(Added by Stats. 1996, Ch. 497, Sec. 9. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 8 - INVESTMENT SECURITIES › CHAPTER 5 - Security Entitlements › Section 8502.

8502. An action based on an adverse claim to a financial asset, whether framed in conversion, replevin, constructive trust, equitable lien, or other theory, may not be asserted against a person who acquires a security entitlement under Section 8501 for value and without notice of the adverse claim.
(Added by Stats. 1996, Ch. 497, Sec. 9. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 8 - INVESTMENT SECURITIES › CHAPTER 5 - Security Entitlements › Section 8503.

8503. (a) To the extent necessary for a securities intermediary to satisfy all security entitlements with respect to a particular financial asset, all interests in that financial asset held by the securities intermediary are held by the securities intermediary for the entitlement holders, are not property of the securities intermediary, and are not subject to claims of creditors of the securities intermediary, except as otherwise provided in Section 8511.
(b) An entitlement holder’s property interest with respect to a particular financial asset under subdivision (a) is a pro rata property interest in all interests in that financial asset held by the securities intermediary, without regard to the time the entitlement holder acquired the security entitlement or the time the securities intermediary acquired the interest in that financial asset.
(c) An entitlement holder’s property interest with respect to a particular financial asset under subdivision (a) may be enforced against the securities intermediary only by exercise of the entitlement holder’s rights under Sections 8505 to 8508, inclusive.
(d) An entitlement holder’s property interest with respect to a particular financial asset under subdivision (a) may be enforced against a purchaser of the financial asset or interest therein only if all of the following conditions are met:
(1) Insolvency proceedings have been initiated by or against the securities intermediary.
(2) The securities intermediary does not have sufficient interests in the financial asset to satisfy the security entitlements of all of its entitlement holders to that financial asset.
(3) The securities intermediary violated its obligations under Section 8504 by transferring the financial asset or interest therein to the purchaser.
(4) The purchaser is not protected under subdivision (e). The trustee or other liquidator, acting on behalf of all entitlement holders having security entitlements with respect to a particular financial asset, may recover the financial asset, or interest therein, from the purchaser. If the trustee or other liquidator elects not to pursue that right, an entitlement holder whose security entitlement remains unsatisfied has the right to recover its interest in the financial asset from the purchaser.
(e) An action based on the entitlement holder’s property interest with respect to a particular financial asset under subdivision (a), whether framed in conversion, replevin, constructive trust, equitable lien, or other theory, may not be asserted against any purchaser of a financial asset or interest therein who gives value, obtains control, and does not act in collusion with the securities intermediary in violating the securities intermediary’s obligations under Section 8504.
(Added by Stats. 1996, Ch. 497, Sec. 9. Effective January 1, 1997.)
2023 California Code › Commercial Code - COM › DIVISION 8 - INVESTMENT SECURITIES › CHAPTER 5 - Security Entitlements › Section 8504.

8504. (a) A securities intermediary shall promptly obtain and thereafter maintain a financial asset in a quantity corresponding to the aggregate of all security entitlements it has established in favor of its entitlement holders with respect to that financial asset. The securities intermediary may maintain those financial assets directly or through one or more other securities intermediaries.
(b) Except to the extent otherwise agreed by its entitlement holder, a securities intermediary may not grant any security interests in a financial asset it is obligated to maintain pursuant to subdivision (a).
(c) A securities intermediary satisfies the duty in subdivision (a) if it does either of the following:
(1) The securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary.
(2) In the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to obtain and maintain the financial asset.
(d) This section does not apply to a clearing corporation that is itself the obligor of an option or similar obligation to which its entitlement holders have security entitlements.
(Added by Stats. 1996, Ch. 497, Sec. 9. Effective January 1, 1997.)