reglab/statecodes huggingface dataset:
2023 Connecticut General Statutes › Title 42a - Uniform Commercial Code › Article 8 - Investment Securities › Section 42a-8-112. - Creditor's legal process.

(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 subsection (d) of this section. 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 subsection (d) of this section.
(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 subsection (d) of this section.
(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.
(P.A. 97-182, S. 12.)
2023 Connecticut General Statutes › Title 42a - Uniform Commercial Code › Article 8 - Investment Securities › Section 42a-8-113. - Statute of frauds inapplicable.

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.
(P.A. 97-182, S. 13.)
2023 Connecticut General Statutes › Title 42a - Uniform Commercial Code › Article 8 - Investment Securities › Section 42a-8-114. - Evidentiary rules concerning certificated securities.

The following rules apply in an action on a certificated security against the issuer:
(1) Unless specifically denied in the pleadings, each signature on a security certificate or in a necessary endorsement is admitted.
(2) 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.
(3) 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.
(4) 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.
(P.A. 97-182, S. 14.)
2023 Connecticut General Statutes › Title 42a - Uniform Commercial Code › Article 8 - Investment Securities › Section 42a-8-115. - Securities intermediary and others not liable to adverse claimant.

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:
(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; or
(2) Acted in collusion with the wrongdoer in violating the rights of the adverse claimant; or
(3) In the case of a security certificate that has been stolen, acted with notice of the adverse claim.
(P.A. 97-182, S. 15.)
2023 Connecticut General Statutes › Title 42a - Uniform Commercial Code › Article 8 - Investment Securities › Section 42a-8-116. - Securities intermediary as purchaser.

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.
(P.A. 97-182, S. 16.)
2023 Connecticut General Statutes › Title 42a - Uniform Commercial Code › Article 8 - Investment Securities › Section 42a-8-201. - Issuer.

(a) With respect to an obligation on or a defense to a security, an “issuer” includes a person that:
(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; or
(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.
(1959, P.A. 133, S. 8-201; P.A. 79-435, S. 8; P.A. 97-182, S. 17.)
History: P.A. 79-435 applied previous provisions to certificated securities, added provisions specifically applicable to uncertificated securities and added reference to registration of pledge or release in Subsec. (3); P.A. 97-182 replaced numeric with alphabetic Subsec. indicators and rephrased provisions.
2023 Connecticut General Statutes › Title 42a - Uniform Commercial Code › Article 8 - Investment Securities › Section 42a-8-203. - Staleness as notice of defect or defense.

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:
(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; or
(2) Is not covered by subdivision (1) of this section 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.
(1959, P.A. 133, S. 8-203; P.A. 79-435, S. 10; P.A. 97-182, S. 19.)
History: P.A. 79-435 reworded provisions to distinguish between certificated and uncertificated securities; P.A. 97-182 rephrased and restructured section.
2023 Connecticut General Statutes › Title 42a - Uniform Commercial Code › Article 8 - Investment Securities › Section 42a-8-204. - Effect of issuer's restriction 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 of the restriction.
(1959, P.A. 133, S. 8-204; P.A. 79-435, S. 11; P.A. 97-182, S. 20.)
History: P.A. 79-435 added Subdivs. (a) and (b) to distinguish between certificated and uncertificated securities and rephrased previous provision which read “Unless noted conspicuously on the security a restriction on transfer imposed by the issuer, even though otherwise lawful, is ineffective except against a person with actual knowledge of it”; P.A. 97-182 rephrased provisions, replaced alphabetic with numeric Subdiv. indicators and revised Subdiv. (2) by deleting requirement that notice of the restriction be contained in the initial transaction statement.
2023 Connecticut General Statutes › Title 42a - Uniform Commercial Code › Article 8 - Investment Securities › Section 42a-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 security 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 subdivision (1) of this section, entrusted with responsible handling of the security certificate.
(1959, P.A. 133, S. 8-205; P.A. 79-435, S. 12; P.A. 97-182, S. 21.)
History: P.A. 79-435 specified applicability to signatures on “certificated” securities and extended applicability to signatures on initial transaction statements; P.A. 97-182 rephrased provisions, replaced alphabetic with numeric Subdiv. indicators and deleted references to initial transaction statements.
2023 Connecticut General Statutes › Title 42a - Uniform Commercial Code › Article 8 - Investment Securities › Section 42a-8-206. - Completion or alteration of security certificate.

(a) If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect:
(1) Any person may complete it by filling in the blanks as authorized; and
(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.
(1959, P.A. 133, S. 8-206; P.A. 79-435, S. 13; P.A. 97-182, S. 22.)
History: P.A. 79-435 applied previous provisions to “certificated” securities, slightly changing wording, and added Subsecs. (3) and (4) re initial transaction statements; P.A. 97-182 replaced numeric with alphabetic Subsec. indicators, replaced alphabetic with numeric Subdiv. indicators, replaced “certificated security” with “security certificate” where appearing and deleted former Subsecs. (3) and (4) re initial transaction statements.
2023 Connecticut General Statutes › Title 42a - Uniform Commercial Code › Article 8 - Investment Securities › Section 42a-8-207. - Rights and duties of issuer with respect to registered owners.

(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 article does not affect the liability of the registered owner of a security for a call, assessment or the like.
(1959, P.A. 133, S. 8-207; 1961, P.A. 116, S. 8; P.A. 79-435, S. 14; P.A. 96-271, S. 214, 254; P.A. 97-182, S. 23.)
History: 1961 act added reference to Sec. 33-310 in Subsec. (1); P.A. 79-435 specified “certificated” securities in Subsec. (1), inserted new Subsecs. (2) to (6) re uncertificated securities and renumbered former Subsec. (2) as Subsec. (7); P.A. 96-271 amended Subsec. (1) to delete provision that made provisions of said Subsec. subject to Sec. 33-310, effective January 1, 1997; P.A. 97-182 redesignated former Subsec. (1) as Subsec. (a) and amended said Subsec. to rephrase provisions and add reference to “an instruction requesting registration of transfer of an uncertificated security”, deleted former Subsecs. (2) to (6) re uncertificated securities and redesignated former Subsec. (7) as Subsec. (b) and amended said Subsec. to rephrase provisions.
Cited. 181 C. 101.
2023 Connecticut General Statutes › Title 42a - Uniform Commercial Code › Article 8 - Investment Securities › Section 42a-8-208. - Effect of signature of authenticating trustee, registrar or transfer agent.

(a) 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:
(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; and
(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 subsection (a) of this section does not assume responsibility for the validity of the security in other respects.
(1959, P.A. 133, S. 8-208; 1963, P.A. 526, S. 16; P.A. 79-435, S. 15; P.A 97-182, S. 24.)
History: 1963 act deleted reference to “proper form” in Subsec. (1)(a) and added reference to authorized form in Subsec. (1)(c); P.A. 79-435 amended section to distinguish between certificated and uncertificated securities; P.A. 97-182 replaced numeric with alphabetic Subsec. indicators, amended Subsec. (a) to rephrase provisions, delete references to initial transaction statements and uncertificated securities and replace alphabetic with numeric Subdiv. indicators and amended Subsec. (b) to rephrase provisions.
2023 Connecticut General Statutes › Title 42a - Uniform Commercial Code › Article 8 - Investment Securities › Section 42a-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.
(P.A. 97-182, S. 25.)
2023 Connecticut General Statutes › Title 42a - Uniform Commercial Code › Article 8 - Investment Securities › Section 42a-8-210. - Overissue.

(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 subsections (c) and (d) 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.
(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.
(P.A. 97-182, S. 26.)
2023 Connecticut General Statutes › Title 42a - Uniform Commercial Code › Article 8 - Investment Securities › Section 42a-8-301. - Delivery.

(a) Delivery of a certificated security to a purchaser occurs when:
(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; or
(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 (i) registered in the name of the purchaser, (ii) payable to the order of the purchaser, or (iii) 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:
(1) The issuer registers the purchaser as the registered owner, upon original issue or registration of transfer; or
(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.
(1959, P.A. 133, S. 8-301; P.A. 79-435, S. 16; P.A 97-182, S. 27; P.A. 01-132, S. 149.)
History: P.A. 79-435 made provisions of Subsec. (1) conditional re Secs. 42a-8-313 and 42a-8-302, deleting former provisions which had limited provisions with respect to purchasers party to fraud or illegality or who, as prior holders, had notice of adverse claim, deleted Subsec. (2) which had granted bona fide purchaser acquisition of security free of adverse claim, renumbered former Subsec. (3) as Subsec. (2), substituting “transferee” for “purchaser” and stating that creation or release of security interest is transfer of a limited interest; P.A. 97-182 entirely replaced former provisions re rights in a security acquired by a purchaser with provisions re when the delivery of a security occurs, a restatement in part of Sec. 42a-8-313(1), revised to 1997; P.A. 01-132 amended Subsec. (a) to add Subdiv. (3)(i) re condition that the certificate is registered in the name of the purchaser, add Subdiv. (3)(ii) re condition that the certificate is payable to the order of the purchaser and designate existing condition re special endorsement as Subdiv. (3)(iii) and amend to add condition that the certificate has not been endorsed to the securities intermediary or in blank.
See Sec. 42a-8-302(a) and (b) for successor provisions to Sec. 42a-8-301, revised to 1997, re rights in a security acquired by a purchaser.
Former section cited. 16 CS 269.
2023 Connecticut General Statutes › Title 42a - Uniform Commercial Code › Article 8 - Investment Securities › Section 42a-8-302. - Rights of purchaser.

(a) Except as otherwise provided in subsections (b) and (c) 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.
(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.
(1959, P.A. 133, S. 8-302; P.A. 79-435, S. 17; P.A. 90-230, S. 56, 101; P.A. 97-182, S. 28; P.A. 01-132, S. 150.)
History: P.A. 79-435 applied previous provisions to certificated securities, adding provisions re uncertificated securities, and added Subsecs. (2) to (4) containing provisions formerly found in Sec. 42a-8-301; P.A. 90-230 corrected an internal reference; P.A. 97-182 replaced former Subsecs. (1) to (3), inclusive, defining “bona fide purchaser” and “adverse claim” and specifying the interest in a security acquired by a bona fide purchaser with Subsecs. (a) and (b) re rights in a security acquired by a purchaser, a restatement of Sec. 42a-8-301, revised to 1997, and redesignated former Subsec. (4) as Subsec. (c) and amended said Subsec. by deleting provision re a transferee who has been a party to any fraud or illegality affecting the security; P.A. 01-132 amended Subsec. (a) to delete provisions that the purchaser's acquisition of the transferor's rights occurs “upon delivery” of the security to the purchaser.
See Sec. 42a-8-303(a) and (b) for successor provisions to Sec. 42a-8-302(1) and (3), respectively, revised to 1997, re definition of “bona fide purchaser” and the interest in a security acquired by a bona fide purchaser.
See Sec. 42a-8-102(a)(1) for successor provisions to Sec. 42a-8-302(2), revised to 1997, re definition of “adverse claim”.
2023 Connecticut General Statutes › Title 42a - Uniform Commercial Code › Article 8 - Investment Securities › Section 42a-8-303. - Protected purchaser.

(a) “Protected purchaser” means a purchaser of a certificated or uncertificated security, or of an interest therein, who:
(1) Gives value;
(2) Does not have notice of any adverse claim to the security; and
(3) Obtains control of the certificated or uncertificated security.
(b) In addition to acquiring the rights of a purchaser, a protected purchaser also acquires its interest in the security free of any adverse claim.
(1959, P.A. 133, S. 8-303; P.A. 79-435, S. 18; P.A. 97-182, S. 29.)
History: P.A. 79-435 made technical corrections; P.A. 97-182 entirely replaced former provisions defining “broker” with provisions defining “protected purchaser” and specifying that the interest in a security acquired by a protected purchaser is free of any adverse claim, a restatement of Sec. 42a-8-302(1) and (3), revised to 1997.
See Sec. 42a-8-102(a)(3) for successor provisions to Sec. 42a-8-303, revised to 1997, re definition of “broker”.
2023 Connecticut General Statutes › Title 42a - Uniform Commercial Code › Article 8 - Investment Securities › Section 42a-8-304. - Endorsement.

(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 42a-8-108, and not an obligation that the security will be honored by the issuer.
(1959, P.A. 133, S. 8-304; P.A. 79-435, S. 19; P.A. 97-182, S. 30; P.A. 98-93, S. 5, 15.)
History: P.A. 79-435 applied existing Subsec. (1) to certificated securities, inserted new Subsec. (2) and renumbered former Subsec. (2) as Subsec. (3) specifying purchasers of “certificated or uncertificated” securities and “constructive” notice of adverse claims; P.A. 97-182 entirely replaced former provisions re when a purchaser is charged with notice of adverse claims with provisions re endorsement, a restatement of Secs. 42a-8-307, 42a-8-308(2), (3) and (9), 42a-8-309 and 42a-8-310, revised to 1997; P.A. 98-93 amended Subsec. (f) to make a technical change, effective July 1, 1998.
See Sec. 42a-8-105(b) for successor provisions to Sec. 42a-8-304(3), revised to 1997, re duty of inquiry into rightfulness of a transaction.
See Sec. 42a-8-105(d) for successor provisions to Sec. 42a-8-304(1), revised to 1997, re when a purchaser of a certificated security has notice of an adverse claim.
2023 Connecticut General Statutes › Title 42a - Uniform Commercial Code › Article 8 - Investment Securities › Section 42a-8-305. - Instruction.

(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 42a-8-108, and not an obligation that the security will be honored by the issuer.
(1959, P.A. 133, S. 8-305; P.A. 79-435, S. 20; P.A. 97-182, S. 31; P.A. 98-93, S. 6, 15.)
History: P.A. 79-435 specified applicability of provisions to “certificated” securities and substituted “transfer” for “purchase”; P.A. 97-182 entirely replaced former provisions re “staleness” as notice of adverse claims with provisions re an instruction, a restatement in part of Sec. 42a-8-308(5) and (9), revised to 1997; P.A. 98-93 amended Subsec. (b) to make a technical change, effective July 1, 1998.
See Sec. 42a-8-105(c) for successor provisions to Sec. 42a-8-305, revised to 1997, re “staleness” as notice of adverse claims.
2023 Connecticut General Statutes › Title 42a - Uniform Commercial Code › Article 8 - Investment Securities › Section 42a-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.
(1959, P.A. 133, S. 8-307; P.A. 79-435, S. 22; P.A. 97-182, S. 33.)
History: P.A. 79-435 specified applicability to “certificated” securities; P.A. 97-182 entirely replaced former provisions re effect of delivery without endorsement and the right of the purchaser to compel endorsement with provisions re the right of the purchaser to demand that the transferor supply requisites necessary to obtain registration of the transfer, a restatement of Sec. 42a-8-316, revised to 1997.
See Sec. 42a-8-304(d) for successor provisions to Sec. 42a-8-307, revised to 1997, re effect of delivery without endorsement and the right of the purchaser to compel endorsement.
2023 Connecticut General Statutes › Title 42a - Uniform Commercial Code › Article 8 - Investment Securities › Section 42a-8-308 to 42a-8-321. - Endorsements; instructions. Effect of endorsement without delivery. Endorsement of certificated security in bearer form. Effect of unauthorized endorsement or instruction. Effect of guaranteeing signature, endorsement or instruction. When transfer to purchaser occurs: Financial intermediary as bona fide purchaser; “financial intermediary”. Duty to transfer, when completed. Action against transferee based upon wrongful transfer. Purchaser's right to requisites for registration of transfer, pledge or release on books. Creditors' rights. No conversion by good faith conduct. Statute of frauds. Transfer or pledge within central depository system. Enforceability, attachment, perfection and termination of security interests.

Sections 42a-8-308 to 42a-8-321, inclusive, are repealed, effective October 1, 1997.
(1959, P.A. 133, S. 8-308–8-319; 1963, P.A. 526, S. 18–20; P.A. 79-435, S. 23–36; P.A. 97-182, S. 68.)
2023 Connecticut General Statutes › Title 42a - Uniform Commercial Code › Article 8 - Investment Securities › Section 42a-8-401. - Duty of issuer to register transfer.

(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:
(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 as provided in section 42a-8-402 that the endorsement or instruction is genuine and authorized;
(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 42a-8-204;
(6) A demand that the issuer not register transfer has not become effective under section 42a-8-403, or the issuer has complied with subsection (b) of section 42a-8-403 but no legal process or indemnity bond is obtained as provided in subsection (d) of section 42a-8-403; and
(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.
(1959, P.A. 133, S. 8-401; P.A. 79-435, S. 37; P.A. 97-182, S. 34; P.A. 98-93, S. 7, 15.)
History: P.A. 79-435 specified “certificated” securities and made provisions applicable with respect to instructions requesting registration of transfer, pledge or release; P.A. 97-182 redesignated Subsec. (1) as Subsec. (a) and substantially revised said Subsec. and redesignated Subsec. (2) as Subsec. (b) and rephrased said Subsec.; P.A. 98-93 amended Subsec. (a)(3) to make a technical change, effective July 1, 1998.
Cited. 6 CA 530.
2023 Connecticut General Statutes › Title 42a - Uniform Commercial Code › Article 8 - Investment Securities › Section 42a-8-404. - Wrongful registration.

(a) Except as otherwise provided in section 42a-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:
(1) Pursuant to an ineffective endorsement or instruction;
(2) After a demand that the issuer not register transfer became effective under subsection (a) of section 42a-8-403 and the issuer did not comply with subsection (b) of section 42a-8-403;
(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; or
(4) By an issuer acting in collusion with the wrongdoer.
(b) An issuer that is liable for wrongful registration of transfer under subsection (a) 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 section 42a-8-210.
(c) Except as otherwise provided in subsection (a) 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 endorsement or instruction.
(1959, P.A. 133, S. 8-404; P.A. 79-435, S. 40; P.A. 97-182, S. 37.)
History: P.A. 79-435 specified applicability to “certificated” securities and to instructions, added reference to “pledge or release” of security and added Subsec. (3) re improper registration of uncertificated securities; P.A. 97-182 substantially revised section.
2023 Connecticut General Statutes › Title 42a - Uniform Commercial Code › Article 8 - Investment Securities › Section 42a-8-405. - Replacement of lost, destroyed or wrongfully taken security certificate.

(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:
(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; and
(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 42a-8-210. 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.
(1959, P.A. 133, S. 8-405; P.A. 79-435, S. 41; P.A. 97-182, S. 38.)
History: P.A. 79-435 applied previous provisions to “certificated” securities and added provisions specifically applicable to “uncertificated” securities; P.A. 97-182 deleted former Subsec. (1) re consequences of an owner failing to notify the issuer of lost, destroyed or stolen securities, redesignated former Subsecs. (2) and (3) as Subsecs. (a) and (b), respectively, and revised and rephrased said Subsecs.
See Sec. 42a-8-406 for successor provisions to Sec. 42a-8-405(1), revised to 1997, re obligation to notify issuer of lost, destroyed or wrongfully taken security certificates.
2023 Connecticut General Statutes › Title 42a - Uniform Commercial Code › Article 8 - Investment Securities › Section 42a-8-406. - Obligation to notify issuer of lost, destroyed or wrongfully taken security certificate.

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 42a-8-404, or a claim to a new security certificate under section 42a-8-405.
(1959, P.A. 133, S. 8-406; P.A. 79-435, S. 42; P.A. 97-182, S. 39.)
History: P.A. 79-435 distinguished between certificated and uncertificated securities; P.A. 97-182 replaced former provisions re duty of authenticating trustee, transfer agent or registrar with provisions re consequences of an owner failing to notify the issuer of a lost, destroyed or wrongfully taken security certificate, a restatement of Sec. 42a-8-405(1), revised to 1997.
See Sec. 42a-8-407 for successor provisions to Sec. 42a-8-406, revised to 1997, re duty of authenticating trustee, transfer agent and registrar.
2023 Connecticut General Statutes › Title 42a - Uniform Commercial Code › Article 8 - Investment Securities › Section 42a-8-407. - Authenticating trustee, transfer agent and registrar.

A person acting as authenticating trustee, a transfer agent, registrar or other agent for an issuer in the registration of 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.
(P.A. 79-435, S. 43; P.A. 97-182, S. 40.)
History: P.A. 97-182 entirely replaced former provisions re exchangeability of securities with provisions re obligation of authenticating trustee, transfer agent, registrar or other agent, a restatement in part of Sec. 42a-8-406, revised to 1997.
2023 Connecticut General Statutes › Title 42a - Uniform Commercial Code › Article 8 - Investment Securities › Section 42a-8-501. - Securities account; acquisition of security entitlement from securities intermediary.

(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 subsections (d) and (e) of this section, a person acquires a security entitlement if a securities intermediary:
(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; or
(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 subsection (b) of this section 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.
(P.A. 97-182, S. 41.)
2023 Connecticut General Statutes › Title 42a - Uniform Commercial Code › Article 8 - Investment Securities › Section 42a-8-502. - Assertion of adverse claim against entitlement holder.

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 42a-8-501 for value and without notice of the adverse claim.
(P.A. 97-182, S. 42.)
2023 Connecticut General Statutes › Title 42a - Uniform Commercial Code › Article 8 - Investment Securities › Section 42a-8-504. - Duty of securities intermediary to maintain financial asset.

(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 subsection (a) of this section.
(c) A securities intermediary satisfies the duty in subsection (a) of this section if:
(1) The securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or
(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.
(P.A. 97-182, S. 44.)
2023 Connecticut General Statutes › Title 42a - Uniform Commercial Code › Article 8 - Investment Securities › Section 42a-8-505. - Duty of securities intermediary with respect to payments and distributions.

(a) A securities intermediary shall take action to obtain a payment or distribution made by the issuer of a financial asset. A securities intermediary satisfies the duty if:
(1) The securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or
(2) In the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to attempt to obtain the payment or distribution.
(b) A securities intermediary is obligated to its entitlement holder for a payment or distribution made by the issuer of a financial asset if the payment or distribution is received by the securities intermediary.
(P.A. 97-182, S. 45.)
2023 Connecticut General Statutes › Title 42a - Uniform Commercial Code › Article 8 - Investment Securities › Section 42a-8-506. - Duty of securities intermediary to exercise rights as directed by entitlement holder.

A securities intermediary shall exercise rights with respect to a financial asset if directed to do so by an entitlement holder. A securities intermediary satisfies the duty if:
(1) The securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or
(2) In the absence of agreement, the securities intermediary either places the entitlement holder in a position to exercise the rights directly or exercises due care in accordance with reasonable commercial standards to follow the direction of the entitlement holder.
(P.A. 97-182, S. 46.)
2023 Connecticut General Statutes › Title 42a - Uniform Commercial Code › Article 8 - Investment Securities › Section 42a-8-507. - Duty of securities intermediary to comply with entitlement order.

(a) A securities intermediary shall comply with an entitlement order if the entitlement order is originated by the appropriate person, the securities intermediary has had reasonable opportunity to assure itself that the entitlement order is genuine and authorized, and the securities intermediary has had reasonable opportunity to comply with the entitlement order. A securities intermediary satisfies the duty if:
(1) The securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or
(2) In the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to comply with the entitlement order.
(b) If a securities intermediary transfers a financial asset pursuant to an ineffective entitlement order, the securities intermediary shall reestablish a security entitlement in favor of the person entitled to it, and pay or credit any payments or distributions that the person did not receive as a result of the wrongful transfer. If the securities intermediary does not reestablish a security entitlement, the securities intermediary is liable to the entitlement holder for damages.
(P.A. 97-182, S. 47.)
2023 Connecticut General Statutes › Title 42a - Uniform Commercial Code › Article 8 - Investment Securities › Section 42a-8-508. - Duty of securities intermediary to change entitlement holder's position to other form of security holding.

A securities intermediary shall act at the direction of an entitlement holder to change a security entitlement into another available form of holding for which the entitlement holder is eligible, or to cause the financial asset to be transferred to a securities account of the entitlement holder with another securities intermediary. A securities intermediary satisfies the duty if:
(1) The securities intermediary acts as agreed upon by the entitlement holder and the securities intermediary; or
(2) In the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to follow the direction of the entitlement holder.
(P.A. 97-182, S. 48.)
2023 Connecticut General Statutes › Title 42a - Uniform Commercial Code › Article 8 - Investment Securities › Section 42a-8-509. - Specification of duties of securities intermediary by other statute or regulation; manner of performance of duties of securities intermediary and exercise of rights of entitlement holder.

(a) If the substance of a duty imposed upon a securities intermediary by sections 42a-8-504 to 42a-8-508, inclusive, is the subject of other statute, regulation or rule, compliance with that statute, regulation or rule satisfies the duty.
(b) To the extent that specific standards for the performance of the duties of a securities intermediary or the exercise of the rights of an entitlement holder are not specified by other statute, regulation or rule or by agreement between the securities intermediary and entitlement holder, the securities intermediary shall perform its duties and the entitlement holder shall exercise its rights in a commercially reasonable manner.
(c) The obligation of a securities intermediary to perform the duties imposed by sections 42a-8-504 to 42a-8-508, inclusive, is subject to:
(1) Rights of the securities intermediary arising out of a security interest under a security agreement with the entitlement holder or otherwise; and
(2) Rights of the securities intermediary under other law, regulation, rule or agreement to withhold performance of its duties as a result of unfulfilled obligations of the entitlement holder to the securities intermediary.
(d) Sections 42a-8-504 to 42a-8-508, inclusive, do not require a securities intermediary to take any action that is prohibited by other statute, regulation or rule.
(P.A. 97-182, S. 49.)