reglab/statecodes huggingface dataset:
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 7 - Warehouse Receipts, Bills of Lading and Other Documents of Title (440.7101...440.7702) › 174-1962-7-5 - Part 5 Warehouse Receipts and Bills of Lading: Negotiation and Transfer (440.7501...440.7509) › Section 440.7508 - Documents of Title; Warranties of Collecting Bank.

440.7508 Documents of title; warranties of collecting bank.
Sec. 7508.
A collecting bank or other intermediary known to be entrusted with documents of title on behalf of another or with collection of a draft or other claim against delivery of documents warrants by the delivery of the documents only its own good faith and authority even if the collecting bank or other intermediary has purchased or made advances against the claim or draft to be collected.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 2012, Act 87, Eff. July 1, 2013
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 7 - Warehouse Receipts, Bills of Lading and Other Documents of Title (440.7101...440.7702) › 174-1962-7-5 - Part 5 Warehouse Receipts and Bills of Lading: Negotiation and Transfer (440.7501...440.7509) › Section 440.7509 - Documents of Title; Adequacy as Contract for Sale, Lease, or Conditions of a Credit.

440.7509 Documents of title; adequacy as contract for sale, lease, or conditions of a credit.
Sec. 7509.
Whether a document of title is adequate to fulfill the obligations of a contract for sale, a contract for lease, or the conditions of a letter of credit is determined by article 2, 2A, or 5.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 2012, Act 87, Eff. July 1, 2013
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 7 - Warehouse Receipts, Bills of Lading and Other Documents of Title (440.7101...440.7702) › 174-1962-7-6 - Part 6 Warehouse Receipts and Bills of Lading: Miscellaneous Provisions (440.7601...440.7603) › Section 440.7601 - Lost, Stolen, or Destroyed Documents of Title; Delivery of Goods or Issuance of Substitute Document; Indemnity.

440.7601 Lost, stolen, or destroyed documents of title; delivery of goods or issuance of substitute document; indemnity.
Sec. 7601.
(1) If a document of title is lost, stolen, or destroyed, a court may order delivery of the goods or issuance of a substitute document and the bailee may without liability to any person comply with the order. If the document was negotiable, a court may not order delivery of the goods or issuance of a substitute document without the claimant's posting security unless it finds that any person that may suffer loss as a result of nonsurrender of possession or control of the document is adequately protected against the loss. If the document was nonnegotiable, the court may require security. The court may also order payment of the bailee's reasonable costs and attorney fees in any action under this subsection.
(2) A bailee that, without a court order, delivers goods to a person claiming under a missing negotiable document of title is liable to any person injured by that delivery. If the delivery is not in good faith, the bailee is liable for conversion. Delivery in good faith is not conversion if the claimant posts security with the bailee in an amount at least double the value of the goods at the time of posting to indemnify any person injured by the delivery which files a notice of claim within 1 year after the delivery.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 2012, Act 87, Eff. July 1, 2013
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 7 - Warehouse Receipts, Bills of Lading and Other Documents of Title (440.7101...440.7702) › 174-1962-7-6 - Part 6 Warehouse Receipts and Bills of Lading: Miscellaneous Provisions (440.7601...440.7603) › Section 440.7602 - Judicial Process; Surrender of Document of Title; Purchaser for Value.

440.7602 Judicial process; surrender of document of title; purchaser for value.
Sec. 7602.
Unless a document of title was originally issued upon delivery of the goods by a person that did not have power to dispose of them, a lien does not attach by virtue of any judicial process to goods in the possession of a bailee for which a negotiable document of title is outstanding unless possession or control of the document is first surrendered to the bailee or the document's negotiation is enjoined. The bailee may not be compelled to deliver the goods pursuant to process until possession or control of the document is surrendered to the bailee or to the court. A purchaser of the document for value without notice of the process or injunction takes free of the lien imposed by judicial process.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 2012, Act 87, Eff. July 1, 2013
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 7 - Warehouse Receipts, Bills of Lading and Other Documents of Title (440.7101...440.7702) › 174-1962-7-6 - Part 6 Warehouse Receipts and Bills of Lading: Miscellaneous Provisions (440.7601...440.7603) › Section 440.7603 - Conflicting Claims; Interpleader.

440.7603 Conflicting claims; interpleader.
Sec. 7603.
If more than 1 person claims title to or possession of the goods, the bailee is excused from delivery until the bailee has had a reasonable time to ascertain the validity of the adverse claims or to commence an action for interpleader. The bailee may assert an interpleader either in defending an action for nondelivery of the goods or by original action.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 2012, Act 87, Eff. July 1, 2013
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 7 - Warehouse Receipts, Bills of Lading and Other Documents of Title (440.7101...440.7702) › 174-1962-7-7 - Part 7 Miscellaneous Provisions (440.7701...440.7702) › Section 440.7701 - Applicability of Amendatory Act.

440.7701 Applicability of amendatory act.
Sec. 7701.
(1) The amendatory act that added this section applies to a document of title that is issued or a bailment that arises on or after the effective date of that amendatory act.
(2) The amendatory act that added this section does not apply to a document of title that is issued or a bailment that arises before the effective date of that amendatory act even if the document of title or bailment would be subject to that amendatory act if the document of title had been issued or bailment had arisen on or after the effective date of that amendatory act.
(3) The amendatory act that added this section does not apply to a right of action that has accrued before the effective date of that amendatory act.
History:
Add. 2012, Act 87, Eff. July 1, 2013
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 7 - Warehouse Receipts, Bills of Lading and Other Documents of Title (440.7101...440.7702) › 174-1962-7-7 - Part 7 Miscellaneous Provisions (440.7701...440.7702) › Section 440.7702 - Document of Title Issued or Bailment That Arises Before Effective Date of Amendatory Act.

440.7702 Document of title issued or bailment that arises before effective date of amendatory act.
Sec. 7702.
A document of title issued or a bailment that arises before the effective date of the amendatory act that added this section and the rights, obligations, and interests flowing from that document or bailment are governed by any statute amended or repealed by that amendatory act as if amendment or repeal had not occurred and may be terminated, completed, consummated, or enforced under that statute.
History:
Add. 2012, Act 87, Eff. July 1, 2013
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 8 - Investment Securities (440.8101...440.8601) › 174-1962-8-1 - Part 1 Short Title and General Matters (440.8101...440.8116) › Section 440.8101 - Uniform Commercial Code—investment Securities; Cited As.

440.8101 Uniform commercial code—investment securities; cited as.
Sec. 8101.
This article may be cited as uniform commercial code—investment securities.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 1998, Act 278, Imd. Eff. July 27, 1998
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 8 - Investment Securities (440.8101...440.8601) › 174-1962-8-1 - Part 1 Short Title and General Matters (440.8101...440.8116) › Section 440.8103 - Share or Equity Interest as Security; "Investment Company Security" Defined; Interest in Partnership or Limited Liability Company as Security or Financial Asset; Writing; Option or Similar Obligation Issued by Clearing Corporation as Financial Asset; Commodity Contract; Financial Asset.

440.8103 Share or equity interest as security; "investment company security" defined; interest in partnership or limited liability company as security or financial asset; writing; option or similar obligation issued by clearing corporation as financial asset; commodity contract; financial asset.
Sec. 8103.
(1) A share or similar equity interest issued by a corporation, business trust, joint stock company, or similar entity is a security.
(2) An investment company security is a security. "Investment company security" means a share or similar equity interest issued by an entity that is registered as an investment company under the federal investment company laws, an interest in a unit investment trust that is so registered, or a face-amount certificate issued by a face-amount certificate company that is so registered. Investment company security does not include an insurance policy or endowment policy or annuity contract issued by an insurance company.
(3) An interest in a partnership or limited liability company is not a security unless it is dealt in or traded on securities exchanges or in securities markets, its terms expressly provide that it is a security governed by this article, or it is an investment company security. However, an interest in a partnership or limited liability company is a financial asset if it is held in a securities account.
(4) A writing that is a security certificate is governed by this article and not by article 3, even though it also meets the requirements of that article. However, a negotiable instrument governed by article 3 is a financial asset if it is held in a securities account.
(5) An option or similar obligation issued by a clearing corporation to its participants is not a security, but is a financial asset.
(6) A commodity contract, as defined in section 9102(1)(o), is not a security or a financial asset.
(7) A document of title is not a financial asset unless section 8102(1)(i)(iii) applies.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 1987, Act 16, Imd. Eff. Apr. 24, 1987 ;-- Am. 1998, Act 278, Imd. Eff. July 27, 1998 ;-- Am. 2000, Act 348, Eff. July 1, 2001 ;-- Am. 2012, Act 87, Eff. July 1, 2013
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 8 - Investment Securities (440.8101...440.8601) › 174-1962-8-1 - Part 1 Short Title and General Matters (440.8101...440.8116) › Section 440.8104 - Security or Interest in Security; Financial Asset; Security Entitlement; Acquisition; Placing Security or Financial Asset in Possession of Another Person.

440.8104 Security or interest in security; financial asset; security entitlement; acquisition; placing security or financial asset in possession of another person.
Sec. 8104.
(1) A person acquires a security or an interest in a security under this article in either of the following situations:
(a) The person is a purchaser to whom a security is delivered pursuant to section 8301.
(b) The person acquires a security entitlement to the security pursuant to section 8501.
(2) A person acquires a financial asset, other than a security, or an interest in the security, under this article, if the person acquires a security entitlement to the financial asset.
(3) A person who acquires a security entitlement to a security or other financial asset has the rights specified in part 5, but is a purchaser of any security, security entitlement, or other financial asset held by the securities intermediary only to the extent provided in section 8503.
(4) Unless the context shows that a different meaning is intended, a person who is required by other law, regulation, rule, or agreement to transfer, deliver, present, surrender, exchange, or otherwise put in the possession of another person a security or financial asset satisfies that requirement by causing the other person to acquire an interest in the security or financial asset pursuant to subsection (1) or (2).
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 1987, Act 16, Imd. Eff. Apr. 24, 1987 ;-- Am. 1998, Act 278, Imd. Eff. July 27, 1998
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 8 - Investment Securities (440.8101...440.8601) › 174-1962-8-1 - Part 1 Short Title and General Matters (440.8101...440.8116) › Section 440.8105 - Notice of Adverse Claim.

440.8105 Notice of adverse claim.
Sec. 8105.
(1) A person has notice of an adverse claim if 1 or more of the following apply:
(a) The person knows of the adverse claim.
(b) The person is aware of facts sufficient to indicate that there is a significant probability that the adverse claim exists and deliberately avoids information that would establish the existence of the adverse claim.
(c) The person has a duty, imposed by statute or regulation, to investigate whether an adverse claim exists, and the investigation so required would establish the existence of the adverse claim.
(2) Having knowledge that a financial asset or interest in a financial asset is or has been transferred by a representative imposes no duty of inquiry into the rightfulness of a transaction and is not notice of an adverse claim. However, a person who knows that a representative has transferred a financial asset or interest in a financial asset in a transaction that is, or whose proceeds are being used, for the individual benefit of the representative or otherwise in breach of duty has notice of an adverse claim.
(3) An act or event that creates a right to immediate performance of the principal obligation represented by a security certificate or sets a date on or after which the certificate is to be presented or surrendered for redemption or exchange does not itself constitute notice of an adverse claim except in the case of a transfer that meets either of the following:
(a) Is more than 1 year after a date set for presentment or surrender for redemption or exchange.
(b) Is more than 6 months after a date set for payment of money against presentation or surrender of the certificate, if money was available for payment on that date.
(4) A purchaser of a certificated security has notice of an adverse claim if the security certificate applies to 1 of the following:
(a) Whether in bearer or registered form, has been indorsed "for collection" or "for surrender" or for some other purpose not involving transfer.
(b) Is in bearer form and has on it an unambiguous statement that it is the property of a person other than the transferor, but the mere writing of a name on the certificate is not such a statement.
(5) Filing of a financing statement under article 9 is not notice of an adverse claim to a financial asset.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 1987, Act 16, Imd. Eff. Apr. 24, 1987 ;-- Am. 1998, Act 278, Imd. Eff. July 27, 1998
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 8 - Investment Securities (440.8101...440.8601) › 174-1962-8-1 - Part 1 Short Title and General Matters (440.8101...440.8116) › Section 440.8109 - Warranty to Securities Intermediary.

440.8109 Warranty to securities intermediary.
Sec. 8109.
(1) A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary both of the following:
(a) 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.
(b) There is no adverse claim to the security entitlement.
(2) 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 section 8108(1) or (2).
(3) 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 section 8108(1) or (2).
History:
Add. 1998, Act 278, Imd. Eff. July 27, 1998
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 8 - Investment Securities (440.8101...440.8601) › 174-1962-8-1 - Part 1 Short Title and General Matters (440.8101...440.8116) › Section 440.8111 - Rule Adopted by Clearing Corporation; Effect.

440.8111 Rule adopted by clearing corporation; effect.
Sec. 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 act and affects another party who does not consent to the rule.
History:
Add. 1998, Act 278, Imd. Eff. July 27, 1998
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 8 - Investment Securities (440.8101...440.8601) › 174-1962-8-1 - Part 1 Short Title and General Matters (440.8101...440.8116) › Section 440.8112 - Reaching Interest of Debtor.

440.8112 Reaching interest of debtor.
Sec. 8112.
(1) 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 (4). 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.
(2) 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 (4).
(3) 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 (4).
(4) 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.
(5) 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.
History:
Add. 1998, Act 278, Imd. Eff. July 27, 1998
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 8 - Investment Securities (440.8101...440.8601) › 174-1962-8-1 - Part 1 Short Title and General Matters (440.8101...440.8116) › Section 440.8113 - Sale or Purchase of Security; Enforcement of Contract or Contract Modification.

440.8113 Sale or purchase of security; enforcement of contract or contract modification.
Sec. 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 1 year of its making.
History:
Add. 1998, Act 278, Imd. Eff. July 27, 1998
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 8 - Investment Securities (440.8101...440.8601) › 174-1962-8-1 - Part 1 Short Title and General Matters (440.8101...440.8116) › Section 440.8114 - Action on Certificated Security Against Issuer; Rules.

440.8114 Action on certificated security against issuer; rules.
Sec. 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 indorsement 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.
History:
Add. 1998, Act 278, Imd. Eff. July 27, 1998
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 8 - Investment Securities (440.8101...440.8601) › 174-1962-8-1 - Part 1 Short Title and General Matters (440.8101...440.8116) › Section 440.8115 - Transferring or Dealing With Financial Asset; Liability of Securities Intermediary, Broker, or Agent.

440.8115 Transferring or dealing with financial asset; liability of securities intermediary, broker, or agent.
Sec. 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 1 or more of the following:
(a) 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.
(b) Acted in collusion with the wrongdoer in violating the rights of the adverse claimant.
(c) In the case of a security certificate that has been stolen, acted with notice of the adverse claim.
History:
Add. 1998, Act 278, Imd. Eff. July 27, 1998
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 8 - Investment Securities (440.8101...440.8601) › 174-1962-8-1 - Part 1 Short Title and General Matters (440.8101...440.8116) › Section 440.8116 - Securities Intermediary as Purchaser for Value of Financial Asset; Acquisition of Security Entitlement for Value.

440.8116 Securities intermediary as purchaser for value of financial asset; acquisition of security entitlement for value.
Sec. 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.
History:
Add. 1998, Act 278, Imd. Eff. July 27, 1998
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 8 - Investment Securities (440.8101...440.8601) › 174-1962-8-2 - Part 2 Issue—issuer (440.8201...440.8210) › Section 440.8201 - “Issuer” Defined.

440.8201 “Issuer” defined.
Sec. 8201.
(1) With respect to an obligation on or a defense to a security, an "issuer" includes a person that does 1 or more of the following:
(a) Places or authorizes the placing of its name on a security certificate, other than as authenticating trustee, registrar, transfer agent, or similar person, 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.
(b) Creates a share, participation, or other interest in its property or in an enterprise, or undertakes an obligation, that is an uncertificated security.
(c) Directly or indirectly creates a fractional interest in its rights or property, if the fractional interest is represented by a security certificate.
(d) Becomes responsible for, or in place of, another person described as an issuer in this section.
(2) 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.
(3) With respect to a registration of a transfer, issuer means a person on whose behalf transfer books are maintained.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 1987, Act 16, Imd. Eff. Apr. 24, 1987 ;-- Am. 1998, Act 278, Imd. Eff. July 27, 1998
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 8 - Investment Securities (440.8101...440.8601) › 174-1962-8-2 - Part 2 Issue—issuer (440.8201...440.8210) › Section 440.8203 - Conditions to Charging Purchaser With Notice of Defect.

440.8203 Conditions to charging purchaser with notice of defect.
Sec. 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:
(a) 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 1 year after that date.
(b) Is not covered by subdivision (a) and the purchaser takes the security more than 2 years after the date set for surrender or presentation or the date on which performance became due.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 1987, Act 16, Imd. Eff. Apr. 24, 1987 ;-- Am. 1998, Act 278, Imd. Eff. July 27, 1998
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 8 - Investment Securities (440.8101...440.8601) › 174-1962-8-2 - Part 2 Issue—issuer (440.8201...440.8210) › Section 440.8204 - Restriction on Transfer of Security.

440.8204 Restriction on transfer of security.
Sec. 8204.
A restriction on transfer of a security imposed by the issuer, even though otherwise lawful, is ineffective against a person without knowledge of the restriction unless:
(a) The security is certificated and the restriction is noted conspicuously on the certificate.
(b) The security is uncertificated and the registered owner has been notified of the restriction.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 1987, Act 16, Imd. Eff. Apr. 24, 1987 ;-- Am. 1998, Act 278, Imd. Eff. July 27, 1998
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 8 - Investment Securities (440.8101...440.8601) › 174-1962-8-2 - Part 2 Issue—issuer (440.8201...440.8210) › Section 440.8205 - Unauthorized Signature.

440.8205 Unauthorized signature.
Sec. 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:
(a) 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.
(b) An employee of the issuer, or of any of the persons listed in subdivision (a) entrusted with responsible handling of the security certificate.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 1987, Act 16, Imd. Eff. Apr. 24, 1987 ;-- Am. 1998, Act 278, Imd. Eff. July 27, 1998
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 8 - Investment Securities (440.8101...440.8601) › 174-1962-8-2 - Part 2 Issue—issuer (440.8201...440.8210) › Section 440.8206 - Completion or Alteration of Security Certificate.

440.8206 Completion or alteration of security certificate.
Sec. 8206.
(1) If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect, it may be completed as follows:
(a) Any person may complete it by filling in the blanks as authorized.
(b) Even though the blanks are incorrectly filled in, the security as completed is enforceable by a purchaser who took it for value and without notice of the incorrectness.
(2) A complete security certificate that has been improperly altered, even if fraudulently, remains enforceable, but only according to its original terms.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 1987, Act 16, Imd. Eff. Apr. 24, 1987 ;-- Am. 1998, Act 278, Imd. Eff. July 27, 1998
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 8 - Investment Securities (440.8101...440.8601) › 174-1962-8-2 - Part 2 Issue—issuer (440.8201...440.8210) › Section 440.8207 - Rights of Issuer or Indenture Trustee With Respect to Registered Owner.

440.8207 Rights of issuer or indenture trustee with respect to registered owner.
Sec. 8207.
(1) 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.
(2) This article does not affect the liability of the registered owner of a security for a call, assessment, or the like.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 1987, Act 16, Imd. Eff. Apr. 24, 1987 ;-- Am. 1998, Act 278, Imd. Eff. July 27, 1998
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 8 - Investment Securities (440.8101...440.8601) › 174-1962-8-2 - Part 2 Issue—issuer (440.8201...440.8210) › Section 440.8208 - Warranty of Person Signing Security Certificate.

440.8208 Warranty of person signing security certificate.
Sec. 8208.
(1) 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 the particular defect, that:
(a) The certificate is genuine.
(b) 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.
(c) 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.
(2) Unless otherwise agreed, a person signing under subsection (1) does not assume responsibility for the validity of the security in other respects.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 1964, Act 250, Eff. Aug. 28, 1964 ;-- Am. 1987, Act 16, Imd. Eff. Apr. 24, 1987 ;-- Am. 1998, Act 278, Imd. Eff. July 27, 1998
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 8 - Investment Securities (440.8101...440.8601) › 174-1962-8-2 - Part 2 Issue—issuer (440.8201...440.8210) › Section 440.8210 - Overissue.

440.8210 Overissue.
Sec. 8210.
(1) 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.
(2) Except as otherwise provided in subsections (3) and (4), 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.
(3) 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.
(4) 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.
History:
Add. 1998, Act 278, Imd. Eff. July 27, 1998
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 8 - Investment Securities (440.8101...440.8601) › 174-1962-8-3 - Part 3 Purchase (440.8301...440.8321) › Section 440.8301 - Delivery of Certificated or Uncertificated Security to Purchaser.

440.8301 Delivery of certificated or uncertificated security to purchaser.
Sec. 8301.
(1) Delivery of a certificated security to a purchaser occurs when 1 of the following occurs:
(a) The purchaser acquires possession of the security certificate.
(b) 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.
(c) 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 indorsed to the purchaser by an effective indorsement and has not been endorsed to the securities intermediary or in blank.
(2) Delivery of an uncertificated security to a purchaser occurs when either of the following occurs:
(a) The issuer registers the purchaser as the registered owner, upon original issue or registration of transfer.
(b) 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.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 1987, Act 16, Imd. Eff. Apr. 24, 1987 ;-- Am. 1998, Act 278, Imd. Eff. July 27, 1998 ;-- Am. 2000, Act 348, Eff. July 1, 2001
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 8 - Investment Securities (440.8101...440.8601) › 174-1962-8-3 - Part 3 Purchase (440.8301...440.8321) › Section 440.8302 - Purchaser of Security; Rights Acquired.

440.8302 Purchaser of security; rights acquired.
Sec. 8302.
(1) Except as otherwise provided in subsections (2) and (3), a purchaser of a certificated or uncertificated security acquires all rights in the security that the transferor had or had power to transfer.
(2) A purchaser of a limited interest acquires rights only to the extent of the interest purchased.
(3) 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.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 1987, Act 16, Imd. Eff. Apr. 24, 1987 ;-- Am. 1998, Act 278, Imd. Eff. July 27, 1998 ;-- Am. 2000, Act 348, Eff. July 1, 2001
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 8 - Investment Securities (440.8101...440.8601) › 174-1962-8-3 - Part 3 Purchase (440.8301...440.8321) › Section 440.8303 - “Protected Purchaser” Defined.

440.8303 “Protected purchaser” defined.
Sec. 8303.
(1) "Protected purchaser" means a purchaser of a certificated or uncertificated security, or of an interest in a certificated or uncertificated security and meets all of the following:
(a) Gives value.
(b) Does not have notice of any adverse claim to the security.
(c) Obtains control of the certificated or uncertificated security.
(2) In addition to acquiring the rights of a purchaser, a protected purchaser also acquires its interest in the security free of any adverse claim.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 1998, Act 278, Imd. Eff. July 27, 1998
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 8 - Investment Securities (440.8101...440.8601) › 174-1962-8-3 - Part 3 Purchase (440.8301...440.8321) › Section 440.8304 - Indorsement.

440.8304 Indorsement.
Sec. 8304.
(1) An indorsement may be in blank or special. An indorsement in blank includes an indorsement to bearer. A special indorsement specifies to whom a security is to be transferred or who has power to transfer it. A holder may convert a blank indorsement to a special indorsement.
(2) An indorsement 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 indorsement.
(3) An indorsement, whether special or in blank, does not constitute a transfer until delivery of the certificate on which it appears or, if the indorsement is on a separate document, until delivery of both the document and the certificate.
(4) If a security certificate in registered form has been delivered to a purchaser without a necessary indorsement, the purchaser may become a protected purchaser only when the indorsement is supplied. However, against a transferor, a transfer is complete upon delivery and the purchaser has a specifically enforceable right to have any necessary indorsement supplied.
(5) An indorsement 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.
(6) Unless otherwise agreed, a person making an indorsement assumes only the obligations provided in Section 8108 and not an obligation that the security will be honored by the issuer.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 1987, Act 16, Imd. Eff. Apr. 24, 1987 ;-- Am. 1998, Act 278, Imd. Eff. July 27, 1998
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 8 - Investment Securities (440.8101...440.8601) › 174-1962-8-3 - Part 3 Purchase (440.8301...440.8321) › Section 440.8305 - Initiation or Origination of Instruction; Completion; Reliance; Assumption of Obligations.

440.8305 Initiation or origination of instruction; completion; reliance; assumption of obligations.
Sec. 8305.
(1) 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.
(2) 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.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 1987, Act 16, Imd. Eff. Apr. 24, 1987 ;-- Am. 1998, Act 278, Imd. Eff. July 27, 1998
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 8 - Investment Securities (440.8101...440.8601) › 174-1962-8-3 - Part 3 Purchase (440.8301...440.8321) › Section 440.8307 - Transfer of Security on Due Demand; Supplying Requisite Necessary to Obtain Registration; Effect of Noncompliance.

440.8307 Transfer of security on due demand; supplying requisite necessary to obtain registration; effect of noncompliance.
Sec. 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.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 1987, Act 16, Imd. Eff. Apr. 24, 1987 ;-- Am. 1998, Act 278, Imd. Eff. July 27, 1998
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 8 - Investment Securities (440.8101...440.8601) › 174-1962-8-3 - Part 3 Purchase (440.8301...440.8321) › Section 440.8308-440.8321 - Repealed. 1998, Act 278, Imd. Eff. July 27, 1998.

440.8308-440.8321 Repealed. 1998, Act 278, Imd. Eff. July 27, 1998.
Compiler's Notes:
The repealed sections pertained to indorsement, transfer, sale, and delivery of securities.
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 8 - Investment Securities (440.8101...440.8601) › 174-1962-8-4 - Part 4 Registration (440.8401...440.8408) › Section 440.8401 - Registration of Transfer; Duty and Liability of Issuer.

440.8401 Registration of transfer; duty and liability of issuer.
Sec. 8401.
(1) 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:
(a) Under the terms of the security the person seeking registration of transfer is eligible to have the security registered in its name.
(b) The indorsement or instruction is made by the appropriate person or by an agent who has actual authority to act on behalf of the appropriate person.
(c) Reasonable assurance is given that the indorsement or instruction is genuine and authorized in accordance with section 8402.
(d) Any applicable law relating to the collection of taxes has been complied with.
(e) The transfer does not violate any restriction on transfer imposed by the issuer in accordance with section 8204.
(f) A demand that the issuer not register transfer has not become effective under section 8403, or the issuer has complied with section 8403(2) but no legal process or indemnity bond is obtained as provided in section 8403(4).
(g) The transfer is in fact rightful or is to a protected purchaser.
(2) 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.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 1987, Act 16, Imd. Eff. Apr. 24, 1987 ;-- Am. 1998, Act 278, Imd. Eff. July 27, 1998
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 8 - Investment Securities (440.8101...440.8601) › 174-1962-8-4 - Part 4 Registration (440.8401...440.8408) › Section 440.8402 - Indorsement as Genuine and Authorized; Assurance; Definitions.

440.8402 Indorsement as genuine and authorized; assurance; definitions.
Sec. 8402.
(1) The issuer may require the following assurance that each necessary indorsement or each instruction is genuine and authorized:
(a) In all cases, a guarantee of the signature of the person making an indorsement or originating an instruction including, in the case of an instruction, reasonable assurance of identity.
(b) If the indorsement is made or the instruction is originated by an agent, appropriate assurance of actual authority to sign.
(c) If the indorsement is made or the instruction is originated by a fiduciary pursuant to section 8107(1)(d) or (e), appropriate evidence of appointment or incumbency.
(d) If there is more than 1 fiduciary, reasonable assurance that all who are required to sign have done so.
(e) If the indorsement 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.
(2) An issuer may elect to require reasonable assurance beyond that specified in this section.
(3) As used in this section:
(a) "Guarantee of the signature" means a guarantee signed by or on behalf of a person reasonably believed by the issuer to be responsible. The issuer may adopt standards with respect to responsibility if the standards are not manifestly unreasonable.
(b) "Appropriate evidence of appointment or incumbency" means either of the following:
(i) In the case of a fiduciary appointed or qualified by a court, a certificate issued by or under the direction or supervision of that court or an officer of that court and dated within 60 days before the date of presentation for transfer.
(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 the issuer to be responsible or, in the absence of that document or certificate, other evidence the issuer reasonably considered appropriate.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 1987, Act 16, Imd. Eff. Apr. 24, 1987 ;-- Am. 1998, Act 278, Imd. Eff. July 27, 1998