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2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.7501 - Form of negotiation and requirements of due negotiation.

1. The following rules apply to a negotiable tangible document of title:
(a) If the document’s original terms run to the order of a named person, the document is negotiated by the named person’s endorsement and delivery. After the named person’s endorsement in blank or to bearer, any person may negotiate the document by delivery alone.
(b) If the document’s original terms run to bearer, it is negotiated by delivery alone.
(c) If the document’s original terms run to the order of a named person and it is delivered to the named person, the effect is the same as if the document had been negotiated.
(d) Negotiation of the document after it has been endorsed to a named person requires endorsement by the named person and delivery.
(e) A document is duly negotiated if it is negotiated in the manner stated in this subsection to a holder that purchases it in good faith, without notice of any defense against or claim to it on the part of any person, and for value, unless it is established that the negotiation is not in the regular course of business or financing or involves receiving the document in settlement or payment of a monetary obligation.
2. The following rules apply to a negotiable electronic document of title:
(a) If the document’s original terms run to the order of a named person or to bearer, the document is negotiated by delivery of the document to another person. Endorsement by the named person is not required to negotiate the document.
(b) If the document’s original terms run to the order of a named person and the named person has control of the document, the effect is the same as if the document had been negotiated.
(c) A document is duly negotiated if it is negotiated in the manner stated in this subsection to a holder that purchases it in good faith, without notice of any defense against or claim to it on the part of any person, and for value, unless it is established that the negotiation is not in the regular course of business or financing or involves taking delivery of the document in settlement or payment of a monetary obligation.
3. Endorsement of a nonnegotiable document of title neither makes it negotiable nor adds to the transferee’s rights.
4. The naming in a negotiable bill of lading of a person to be notified of the arrival of the goods does not limit the negotiability of the bill or constitute notice to a purchaser of the bill of any interest of that person in the goods.
(Added to NRS by 2005, 844)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.7502 - Rights acquired by due negotiation.

1. Subject to NRS 104.7205 and 104.7503, a holder to whom a negotiable document of title has been duly negotiated acquires thereby:
(a) Title to the document;
(b) Title to the goods;
(c) All rights accruing under the law of agency or estoppel, including rights to goods delivered to the bailee after the document was issued; and
(d) The direct obligation of the issuer to hold or deliver the goods according to the terms of the document free of any defense or claim by the issuer except those arising under the terms of the document or under this Article, but in the case of a delivery order, the bailee’s obligation accrues only upon the bailee’s acceptance of the delivery order and the obligation acquired by the holder is that the issuer and any endorser will procure the acceptance of the bailee.
2. Subject to NRS 104.7503, title and rights acquired by due negotiation are not defeated by any stoppage of the goods represented by the document of title or by surrender of the goods by the bailee and are not impaired even if:
(a) The due negotiation or any prior due negotiation constituted a breach of duty;
(b) Any person has been deprived of possession of a negotiable tangible document or control of a negotiable electronic document by misrepresentation, fraud, accident, mistake, duress, loss, theft or conversion; or
(c) A previous sale or other transfer of the goods or document has been made to a third person.
(Added to NRS by 2005, 845)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.7503 - Document of title to goods defeated in certain cases.

1. A document of title confers no right in goods against a person that before issuance of the document had a legal interest or a perfected security interest in the goods and that did not:
(a) Deliver or entrust the goods or any document of title covering the goods to the bailor or the bailor’s nominee with:
(1) Actual or apparent authority to ship, store or sell;
(2) Power to obtain delivery under NRS 104.7403; or
(3) Power of disposition under NRS 104.2403, 104.9320, subsection 3 of NRS 104.9321, subsection 2 of NRS 104A.2304 or subsection 2 of NRS 104A.2305, or other statute or rule of law; or
(b) Acquiesce in the procurement by the bailor or its nominee of any document.
2. Title to goods based upon an unaccepted delivery order is subject to the rights of any person to whom a negotiable warehouse receipt or bill of lading covering the goods has been duly negotiated. That title may be defeated under NRS 104.7504 to the same extent as the rights of the issuer or a transferee from the issuer.
3. Title to goods based upon a bill of lading issued to a freight forwarder is subject to the rights of any person to whom a bill issued by the freight forwarder is duly negotiated. However, delivery by the carrier in accordance with NRS 104.7401 to 104.7404, inclusive, pursuant to its own bill of lading discharges the carrier’s obligation to deliver.
(Added to NRS by 2005, 845)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.7504 - Rights acquired in absence of due negotiation; effect of diversion; stoppage of delivery.

1. A transferee of a document of title, whether negotiable or nonnegotiable, to whom the document has been delivered but not duly negotiated, acquires the title and rights that its transferor had or had actual authority to convey.
2. In the case of a transfer of a nonnegotiable document of title, until but not after the bailee receives notice of the transfer, the rights of the transferee may be defeated:
(a) By those creditors of the transferor which could treat the transfer as void under NRS 104.2402 or 104A.2308;
(b) By a buyer from the transferor in ordinary course of business if the bailee has delivered the goods to the buyer or received notification of the buyer’s rights;
(c) By a lessee from the transferor in ordinary course of business if the bailee has delivered the goods to the lessee or received notification of the lessee’s rights; or
(d) As against the bailee, by good-faith dealings of the bailee with the transferor.
3. A diversion or other change of shipping instructions by the consignor in a nonnegotiable bill of lading which causes the bailee not to deliver the goods to the consignee defeats the consignee’s title to the goods if the goods have been delivered to a buyer in ordinary course of business or a lessee in ordinary course of business and, in any event, defeats the consignee’s rights against the bailee.
4. Delivery of the goods pursuant to a nonnegotiable document of title may be stopped by a seller under NRS 104.2705 or a lessor under NRS 104A.2526, subject to the requirements of due notification in those sections. A bailee that honors the seller’s or lessor’s instructions is entitled to be indemnified by the seller or lessor against any resulting loss or expense.
(Added to NRS by 2005, 846)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.7506 - Delivery without endorsement; right to compel endorsement.

The transferee of a negotiable tangible document of title has a specifically enforceable right to have its transferor supply any necessary endorsement, but the transfer becomes a negotiation only as of the time the endorsement is supplied.
(Added to NRS by 2005, 846)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.7507 - Warranties on negotiation or delivery of document of title.

If a person negotiates or delivers a document of title for value, otherwise than as a mere intermediary under NRS 104.7508, unless otherwise agreed, the transferor, in addition to any warranty made in selling or leasing the goods, warrants to its immediate purchaser only that:
1. The document is genuine;
2. The transferor does not have knowledge of any fact that would impair the document’s validity or worth; and
3. The negotiation or delivery is rightful and fully effective with respect to the title to the document and the goods it represents.
(Added to NRS by 2005, 846)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.7508 - Warranties of collecting bank as to documents of title.

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.
(Added to NRS by 2005, 847)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.7601 - Lost, stolen or destroyed documents of title.

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’s 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 thereby. 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 who files a notice of claim within 1 year after the delivery.
(Added to NRS by 2005, 847)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.7602 - Judicial process against goods covered by negotiable document of title.

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.
(Added to NRS by 2005, 847)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.7603 - Conflicting claims; interpleader.

If more than one person claims title to or possession of the goods, the bailee is excused from delivery until the bailee has 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.
(Added to NRS by 2005, 847)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.8103 - Rules for determining whether certain obligations and interests are securities or financial assets.

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. The term 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 paragraph (p) of subsection 1 of NRS 104.9102, is not a security or a financial asset.
7. A document of title is not a financial asset unless subparagraph (3) of paragraph (j) of subsection 1 of NRS 104.8102 applies.
8. A controllable account, controllable electronic record or controllable payment intangible is not a financial asset unless subparagraph (3) of paragraph (j) of subsection 1 of NRS 104.8102 applies.
(Added to NRS by 1997, 359; A 1999, 376; 2005, 859; 2023, 3190)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.8104 - Acquisition of security or financial asset or interest therein.

1. A person acquires a security, or an interest therein, under this article, if the person:
(a) Is a purchaser to whom a security is delivered pursuant to NRS 104.8301; or
(b) Acquires a security entitlement to the security pursuant to NRS 104.8501.
2. A person acquires a financial asset, other than a security, or an interest therein, 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 of this article, but is a purchaser of any security, security entitlement or other financial asset held by the securities intermediary only to the extent provided in NRS 104.8503.
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.
(Added to NRS by 1997, 360)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.8105 - Notice of adverse claim.

1. A person has notice of an adverse claim if the person:
(a) Knows of the adverse claim;
(b) 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; or
(c) 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 therein 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 therein 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 more than:
(a) One year after a date set for presentment or surrender for redemption or exchange; or
(b) Six 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:
(a) Whether in bearer or registered form, has been endorsed "for collection" or "for surrender" or for some other purpose not involving transfer; or
(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.
(Added to NRS by 1965, 881; A 1985, 95; 1997, 396)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.8106 - Control.

1. A purchaser has "control" of a certificated security in bearer form if it is delivered to the purchaser.
2. A purchaser has "control" of a certificated security in registered form if it is delivered to the purchaser and:
(a) The certificate is endorsed to the purchaser or in blank by an effective endorsement; or
(b) The certificate is registered in the purchaser’s name, upon original issue or registration of transfer by the issuer.
3. A purchaser has "control" of an uncertificated security if:
(a) It is delivered to the purchaser; or
(b) The issuer has agreed that it will comply with instructions originated by him or her without further consent by the registered owner.
4. A purchaser has "control" of a security entitlement if:
(a) The purchaser becomes the entitlement holder;
(b) The securities intermediary has agreed that it will comply with entitlement orders originated by him or her without further consent by the entitlement holder; or
(c) Another person, other than the transferor to the purchaser of an interest in the security entitlement:
(1) Has control of the security entitlement and acknowledges that it has control on behalf of the purchaser; or
(2) Obtains control of the security entitlement after having acknowledged that it will obtain control of the security entitlement on behalf of the purchaser.
5. If an interest in a security entitlement is granted by the entitlement holder to the entitlement holder’s own securities intermediary, the securities intermediary has control.
6. A purchaser who has satisfied the requirements of subsection 3 or 4 has control even if the registered owner in the case of subsection 3 or the entitlement holder in the case of subsection 4 retains the right to make substitutions for the uncertificated security or security entitlement, originate instructions or entitlement orders to the issuer or securities intermediary or otherwise deal with the uncertificated security or security entitlement.
7. An issuer or a securities intermediary may not enter into an agreement of the kind described in paragraph (b) of subsection 3 or paragraph (b) of subsection 4 without the consent of the registered owner or entitlement holder, but an issuer or a securities intermediary is not required to enter into such an agreement even if the registered owner or entitlement holder so directs. An issuer or securities intermediary that has entered into such an agreement is not required to confirm the existence of the agreement to another party unless requested to do so by the registered owner or entitlement holder.
8. A person that has control under this section is not required to acknowledge that it has control on behalf of a purchaser.
9. If a person acknowledges that it has or will obtain control on behalf of a purchaser, unless the person otherwise agrees or law other than this Article or Article 9 otherwise provides, the person does not owe any duty to the purchaser and is not required to confirm the acknowledgment to any other person.
(Added to NRS by 1997, 360; A 1999, 376; 2023, 3191)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.8107 - Whether endorsement, instruction or entitlement order is effective.

1. "Appropriate person" means:
(a) With respect to an endorsement, the person specified by a security certificate or by an effective special endorsement to be entitled to the security;
(b) With respect to an instruction, the registered owner of an uncertificated security;
(c) With respect to an entitlement order, the entitlement holder;
(d) If the person designated in paragraph (a), (b) or (c) is deceased, his or her successor taking under other law or his or her personal representative acting for his or her estate; or
(e) If the person designated in paragraph (a), (b) or (c) lacks capacity, his or her guardian, conservator or other similar representative who has power under other law to transfer the security or financial asset.
2. An endorsement, instruction or entitlement order is effective if:
(a) It is made by the appropriate person;
(b) It is made by a person who has power under the law of agency to transfer the security or financial asset on behalf of the appropriate person, including, in the case of an instruction or entitlement order, a person who has control under paragraph (b) of subsection 3 or paragraph (b) of subsection 4 of NRS 104.8106; or
(c) The appropriate person has ratified it or is otherwise precluded from asserting its ineffectiveness.
3. An endorsement, instruction or entitlement order made by a representative is effective even if:
(a) The representative has failed to comply with a controlling instrument or with the law of the state having jurisdiction of the representative relationship, including any law requiring the representative to obtain court approval of the transaction; or
(b) The representative’s action in making the endorsement, instruction or entitlement order or using the proceeds of the transaction is otherwise a breach of duty.
4. If a security is registered in the name of or specially endorsed to a person described as a representative, or if a securities account is maintained in the name of a person described as a representative, an endorsement, instruction or entitlement order made by him or her is effective even though the person is no longer serving in the described capacity.
5. Effectiveness of an endorsement, instruction or entitlement order is determined as of the date the endorsement, instruction or entitlement order is made, and an endorsement, instruction or entitlement order does not become ineffective by reason of any later change of circumstances.
(Added to NRS by 1997, 361)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.8109 - Warranties in indirect holding.

1. A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary that:
(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; and
(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 subsection 1 or 2 of NRS 104.8108.
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 subsection 1 or 2 of NRS 104.8108.
(Added to NRS by 1997, 363)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.8112 - Creditor’s legal process.

1. Except as otherwise provided in subsection 4, 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. 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. Except as otherwise provided in subsection 4, 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.
3. Except as otherwise provided in subsection 4, 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.
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.
(Added to NRS by 1965, 885; A 1985, 106; 1989, 587; 1997, 397)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.8113 - 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 1 year after its making.
(Added to NRS by 1965, 885; A 1985, 107; 1997, 399)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.8114 - Evidentiary rules concerning certificated securities.

The following rules apply in an action on a certificated security against an 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 he or she or some person under whom he or she claims is a person against whom the defense or defect cannot be asserted.
(Added to NRS by 1965, 877; A 1985, 88; 1997, 389)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.8115 - 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 his or her customer or principal, is not liable to a person having an adverse claim to the financial asset, unless he or she:
1. Took the action after he or she had been served with an injunction, restraining order or other legal process enjoining him or her from doing so, issued by a court of competent jurisdiction, and had a reasonable opportunity to act on the injunction, restraining order or other legal process;
2. Acted in collusion with the wrongdoer in violating the rights of the adverse claimant; or
3. In the case of a security certificate that had been stolen, acted with notice of the adverse claim.
(Added to NRS by 1965, 885; A 1985, 106; 1997, 398)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.8116 - Securities intermediary as purchaser for value.

A securities intermediary that receives a financial asset and establishes a security entitlement to the financial asset in favor of an entitlement holder is a purchaser for value of the financial asset. A securities intermediary that acquires a security entitlement to a financial asset from another securities intermediary acquires the security entitlement for value if the securities intermediary acquiring the security entitlement establishes a security entitlement to the financial asset in favor of an entitlement holder.
(Added to NRS by 1997, 364)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.8201 - "Issuer."

1. With respect to an obligation on or a defense to a security, an "issuer" includes a person who:
(a) Places or authorizes the placing of his or her 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 his or her property or in an enterprise, or to evidence his or her duty to perform an obligation represented by the certificate;
(b) Creates a share, participation or other interest in his or her property or in an enterprise, or undertakes an obligation, that is an uncertificated security;
(c) Directly or indirectly creates a fractional interest in his or her rights or property, if the fractional interest is represented by a security certificate; or
(d) Becomes responsible for, or in place of, any other 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 his or her guaranty, whether or not the guarantor’s obligation is noted on a security certificate.
3. With respect to registration of transfer, "issuer" means a person on whose behalf transfer books are maintained.
(Added to NRS by 1965, 878; A 1985, 90; 1997, 391)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.8202 - Issuer’s responsibility and defenses; notice of defect or defense.

1. Even against a purchaser for value and without notice, the terms of a certificated security include the terms stated on the certificate and the terms made part of the security by reference on the certificate to another instrument, indenture, or document or to a constitution, statute, ordinance, rule, regulation, order or the like, to the extent the terms referred to do not conflict with terms stated on the certificate. A reference under this subsection does not of itself charge a purchaser for value with notice of a defect going to the validity of the security, even if the certificate expressly states that a person accepting it admits notice. The terms of an uncertificated security include those stated in any instrument, indenture or document, or in a constitution, statute, ordinance, rule, regulation, order or the like, pursuant to which the security was issued.
2. The following rules apply if an issuer asserts that a security is not valid:
(a) A security other than one issued by a government or governmental subdivision, agency or instrumentality, even though issued with a defect going to its validity, is valid in the hands of a purchaser for value and without notice of the particular defect unless the defect involves a violation of a constitutional provision. In that case the security is valid in the hands of a purchaser for value and without notice of the defect other than one who takes by original issue.
(b) Paragraph (a) applies to an issuer that is a government or governmental subdivision, agency or instrumentality only if there has been substantial compliance with the legal requirements governing the issue or the issuer has received a substantial consideration for the issue as a whole or for the particular security and a stated purpose of the issue is one for which the issuer has power to borrow money or issue the security.
3. Except as otherwise provided in NRS 104.8205, lack of genuineness of a certificated security is a complete defense even against a purchaser for value and without notice.
4. All other defenses of the issuer of a security, including nondelivery and conditional delivery of a certificated security, are ineffective against a purchaser for value who has taken the certificated security without notice of the particular defense.
5. This section does not affect the right of a party to cancel a contract for a security "when, as and if issued" or "when distributed" in the event of a material change in the character of the security that is the subject of the contract or in the plan or arrangement pursuant to which the security is to be issued or distributed.
6. If a security is held by a securities intermediary against whom an entitlement holder has a security entitlement with respect to the security, the issuer may not assert any defense that it could not assert if the entitlement holder held the security directly.
(Added to NRS by 1965, 879; A 1985, 90; 1997, 392)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.8203 - 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 1 year after that date; or
2. Is not covered by subsection 1 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.
(Added to NRS by 1965, 879; A 1985, 92; 1997, 393)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.8204 - 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 any person without actual 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.
(Added to NRS by 1965, 880; A 1985, 92; 1997, 393)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.8205 - 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 subsection 1, entrusted with responsible handling of the security certificate.
(Added to NRS by 1965, 880; A 1985, 92; 1997, 393)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.8206 - Completion or alteration of security certificate.

1. If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect:
(a) Any person may complete it by filling in the blanks as authorized; and
(b) Even though 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.
2. A complete security certificate that has been improperly altered, even though fraudulently, remains enforceable, but only according to its original terms.
(Added to NRS by 1965, 880; A 1985, 93; 1997, 394; 1999, 403)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.8207 - Rights and duties of issuer with respect to registered owners.

1. Before the presentment for registration of transfer of a certificated security in registered form or of an instruction requesting 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 calls, assessments or the like.
(Added to NRS by 1965, 880; A 1985, 93; 1997, 394)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.8208 - Effect of signature of authenticating trustee, registrar or transfer agent.

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 a particular defect, that:
(a) The certificate is genuine;
(b) His or her own participation in the issue or registration of the transfer, pledge or release of the security is within his or her capacity and within the scope of the authority received from the issuer; and
(c) He or she 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.
(Added to NRS by 1965, 880; A 1985, 94; 1997, 395)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.8209 - 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.
(Added to NRS by 1965, 877; A 1985, 88; 1997, 388)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.8210 - Overissue.

1. As used 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 he or she 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 his or her demand.
(Added to NRS by 1965, 877; A 1985, 88; 1997, 389)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.8301 - Delivery.

1. Delivery of a certificated security to a purchaser occurs when:
(a) The purchaser acquires possession of the security certificate;
(b) Another person, other than a securities intermediary, 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
(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 registered in the name of the purchaser, payable to the order of the purchaser, or specially endorsed to the purchaser by an effective endorsement and has not been endorsed to the securities intermediary or in blank.
2. Delivery of an uncertificated security to a purchaser occurs when:
(a) The issuer registers the purchaser as the registered owner, upon original issue or registration of transfer; or
(b) Another person, other than a securities intermediary, 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.
(Added to NRS by 1997, 364; A 1999, 378)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.8302 - Rights of purchaser.

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.
(Added to NRS by 1997, 364; A 1999, 379)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.8303 - Protected purchaser.

1. "Protected purchaser" means a purchaser of a certificated or uncertificated security, or of an interest therein, who:
(a) Gives value;
(b) Does not have notice of any adverse claim to the security; and
(c) Obtains control of the certificated or uncertificated security.
2. A protected purchaser also acquires its interest in the security free of any adverse claim.
(Added to NRS by 1997, 364; A 2023, 3193)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.8304 - Endorsement.

1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. Unless otherwise agreed, a person making an endorsement assumes only the obligations provided in NRS 104.8108 and not an obligation that the security will be honored by the issuer.
(Added to NRS by 1997, 365)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.8305 - Instruction.

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 NRS 104.8108 and not an obligation that the security will be honored by the issuer.
(Added to NRS by 1997, 365)
2023 Nevada Revised Statutes › Chapter 104 - Uniform Commercial Code—Original Articles › NRS 104.8306 - Effect of guaranteeing signature, endorsement or instruction.

1. A person who guarantees a signature of an endorser of a security certificate warrants that at the time of signing:
(a) The signature was genuine;
(b) The signer was an appropriate person to endorse, or if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person; and
(c) The signer had legal capacity to sign.
2. A person who guarantees a signature of the originator of an instruction warrants that at the time of signing:
(a) The signature was genuine;
(b) The signer was an appropriate person to originate the instruction, or if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person, if the person specified in the instruction as the registered owner was, in fact, the registered owner, as to which fact the signature guarantor does not make a warranty; and
(c) The signer had legal capacity to sign.
3. A person who specially guarantees the signature of the originator of an instruction makes the warranties of a guarantor under subsection 2 and also warrants that at the time the instruction is presented to the issuer:
(a) The person specified in the instruction as the registered owner of the uncertificated security will be the registered owner; and
(b) The transfer of the uncertificated security requested in the instruction will be registered by the issuer free from all liens, security interests, restrictions and claims other than those specified in the instruction.
4. A guarantor under subsections 1 and 2 or a special guarantor under subsection 3 does not otherwise warrant the rightfulness of the transfer.
5. A person who guarantees an endorsement of a security certificate makes the warranties of a guarantor under subsection 1 and also warrants the rightfulness of the transfer in all respects.
6. A person who guarantees an instruction requesting the transfer of an uncertificated security makes the warranties of a special guarantor under subsection 3 and also warrants the rightfulness of the transfer in all respects.
7. An issuer may not require a special guaranty of signature, a guaranty of endorsement or a guaranty of instruction as a condition to registration of transfer.
8. The warranties under this section are made to a person taking or dealing with the security in reliance on the guaranty, and the guarantor is liable to the person for loss resulting from their breach. An endorser or originator of an instruction whose signature, endorsement or instruction has been guaranteed is liable to a guarantor for any loss suffered by the guarantor as a result of a breach of the warranties of the guarantor.
(Added to NRS by 1997, 365)