2023 Connecticut General Statutes › Title 42a - Uniform Commercial Code › Article 8 - Investment Securities › Section 42a-8-306. - Effect of guaranteeing signature, endorsement or instruction.

(a) A person who guarantees a signature of an endorser of a security certificate warrants that at the time of signing:
(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; and
(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:
(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; and
(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 subsection (b) of this section and also warrants that at the time the instruction is presented to the issuer:
(1) The person specified in the instruction as the registered owner of the uncertificated security will be the registered owner; and
(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 subsections (a) and (b) of this section or a special guarantor under subsection (c) of this section 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 subsection (a) of this section 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 subsection (c) of this section 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.
(1959, P.A. 133, S. 8-306; 1963, P.A. 526, S. 17; P.A. 79-435, S. 21; P.A. 97-182, S. 32.)
History: 1963 act deleted provision in Subsec. (3) which had specified that broker is not an intermediary within meaning of Subsec.; P.A. 79-435 applied previous provisions to certificated securities, adding provision re receipt of initial transaction statement in Subsec. (1), inserted new Subsecs. (5) to (9) and renumbered former Subsec. (5) as Subsec. (10); P.A. 97-182 entirely replaced former provisions re warranties on presentment and transfer of certificated securities and warranties of originators of instructions with provisions re the effect of guaranteeing signature, endorsement or instruction, a restatement of Sec. 42a-8-312, revised to 1997.
See Sec. 42a-8-108 for successor provisions to Sec. 42a-8-306, revised to 1997, re warranties in direct holding.