2023 Connecticut General Statutes › Title 42a - Uniform Commercial Code › Article 8 - Investment Securities › Section 42a-8-402. - Assurance that endorsement or instruction is effective.

(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 subdivision (4) or (5) of subsection (a) of section 42a-8-107, 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; and
(5) If the endorsement 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.
(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:
(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 considers appropriate.
(1959, P.A. 133, S. 8-402; P.A. 79-435, S. 38; P.A. 97-182, S. 35.)
History: P.A. 79-435 specified applicability to certificated securities and instructions, adding references to pledge or release of securities in Subsecs. (3) and (4); P.A. 97-182 substantially revised and restructured section including redesignating Subsec. (1) as Subsec. (a) and amending said Subsec. to replace alphabetic with numeric Subdiv. indicators and rephrase provisions, redesignating Subsec. (2) defining “guaranty of the signature” as Subsec. (c)(1), redesignating Subsec. (3) defining “appropriate evidence of appointment or incumbency” as Subsec. (c)(2) and deleting from said Subdiv. provisions that authorized the adoption of standards with respect to the evidence and specified the extent to which the issuer is charged with notice of the contents of a document and redesignating the provisions of Subsec. (4) that authorize the issuer to elect to require reasonable assurance beyond that specified in the section as Subsec. (b) and deleting from said Subsec. provisions re when the issuer is charged with notice of all matters contained in certain documents.