reglab/statecodes huggingface dataset:
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 8 - UNIFORM COMMERCIAL CODE-REVISED ARTICLE 8. INVESTMENT SECURITIES (§§ 75-8-101 — 75-8-511) › Part 1 - SHORT TITLE AND GENERAL MATTERS (§§ 75-8-101 — 75-8-116) › Section 75-8-112 - Creditor's legal process

(a)
The interest of a debtor in a certificated security may be reached by a creditor only by actual seizure of the security certificate by the officer making the attachment or levy, except as otherwise provided in subsection (d). However, a certificated security for which the certificate has been surrendered to the issuer may be reached by a creditor by legal process upon the issuer.
(b)
The interest of a debtor in an uncertificated security may be reached by a creditor only by legal process upon the issuer at its chief executive office in the United States, except as otherwise provided in subsection (d).
(c)
The interest of a debtor in a security entitlement may be reached by a creditor only by legal process upon the securities intermediary with whom the debtor's securities account is maintained, except as otherwise provided in subsection (d).
(d)
The interest of a debtor in a certificated security for which the certificate is in the possession of a secured party, or in an uncertificated security registered in the name of a secured party, or a security entitlement maintained in the name of a secured party, may be reached by a creditor by legal process upon the secured party.
(e)
A creditor whose debtor is the owner of a certificated security, uncertificated security, or security entitlement is entitled to aid from a court of competent jurisdiction, by injunction or otherwise, in reaching the certificated security, uncertificated security, or security entitlement or in satisfying the claim by means allowed at law or in equity in regard to property that cannot readily be reached by other legal process.
Laws, 1996, ch. 468, § 13, eff. 7/1/1996.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 8 - UNIFORM COMMERCIAL CODE-REVISED ARTICLE 8. INVESTMENT SECURITIES (§§ 75-8-101 — 75-8-511) › Part 1 - SHORT TITLE AND GENERAL MATTERS (§§ 75-8-101 — 75-8-116) › Section 75-8-113 - Statute of frauds inapplicable

A contract or modification of a contract for the sale or purchase of a security is enforceable whether or not there is a writing signed or record authenticated by a party against whom enforcement is sought, even if the contract or modification is not capable of performance within one (1) year of its making.
Laws, 1996, ch. 468, § 14, eff. 7/1/1996.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 8 - UNIFORM COMMERCIAL CODE-REVISED ARTICLE 8. INVESTMENT SECURITIES (§§ 75-8-101 — 75-8-511) › Part 1 - SHORT TITLE AND GENERAL MATTERS (§§ 75-8-101 — 75-8-116) › Section 75-8-114 - Evidentiary rules concerning certificated securities

The following rules apply in an action on a certificated security against the issuer:
(1)
Unless specifically denied in the pleadings, each signature on a security certificate or in a necessary indorsement is admitted.
(2)
If the effectiveness of a signature is put in issue, the burden of establishing effectiveness is on the party claiming under the signature, but the signature is presumed to be genuine or authorized.
(3)
If signatures on a security certificate are admitted or established, production of the certificate entitles a holder to recover on it unless the defendant establishes a defense or a defect going to the validity of the security.
(4)
If it is shown that a defense or defect exists, the plaintiff has the burden of establishing that the plaintiff or some person under whom the plaintiff claims is a person against whom the defense or defect cannot be asserted.
Laws, 1996, ch. 468, § 15, eff. 7/1/1996.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 8 - UNIFORM COMMERCIAL CODE-REVISED ARTICLE 8. INVESTMENT SECURITIES (§§ 75-8-101 — 75-8-511) › Part 1 - SHORT TITLE AND GENERAL MATTERS (§§ 75-8-101 — 75-8-116) › Section 75-8-115 - Securities intermediary and others not liable to adverse claimant

A securities intermediary that has transferred a financial asset pursuant to an effective entitlement order, or a broker or other agent or bailee that has dealt with a financial asset at the direction of its customer or principal, is not liable to a person having an adverse claim to the financial asset, unless the securities intermediary, or broker or other agent or bailee:
(1)
Took the action after it had been served with an injunction, restraining order, or other legal process enjoining it from doing so, issued by a court of competent jurisdiction, and had a reasonable opportunity to act on the injunction, restraining order, or other legal process; or
(2)
Acted in collusion with the wrongdoer in violating the rights of the adverse claimant; or
(3)
In the case of a security certificate that has been stolen, acted with notice of the adverse claim.
Laws, 1996, ch. 468, § 16, eff. 7/1/1996.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 8 - UNIFORM COMMERCIAL CODE-REVISED ARTICLE 8. INVESTMENT SECURITIES (§§ 75-8-101 — 75-8-511) › Part 1 - SHORT TITLE AND GENERAL MATTERS (§§ 75-8-101 — 75-8-116) › Section 75-8-116 - 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.
Laws, 1996, ch. 468, § 17, eff. 7/1/1996.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 8 - UNIFORM COMMERCIAL CODE-REVISED ARTICLE 8. INVESTMENT SECURITIES (§§ 75-8-101 — 75-8-511) › Part 2 - ISSUE AND ISSUER (§§ 75-8-201 — 75-8-210) › Section 75-8-201 - Issuer

(a)
With respect to an obligation on or a defense to a security, an "issuer" includes a person that:
(1)
Places or authorizes the placing of its name on a security certificate, other than as authenticating trustee, registrar, transfer agent, or the like, to evidence a share, participation, or other interest in its property or in an enterprise, or to evidence its duty to perform an obligation represented by the certificate;
(2)
Creates a share, participation, or other interest in its property or in an enterprise, or undertakes an obligation, that is an uncertificated security;
(3)
Directly or indirectly creates a fractional interest in its rights or property, if the fractional interest is represented by a security certificate; or
(4)
Becomes responsible for, or in place of, another person described as an issuer in this section.
(b)
With respect to an obligation on or defense to a security, a guarantor is an issuer to the extent of its guaranty, whether or not its obligation is noted on a security certificate.
(c)
With respect to a registration of a transfer, issuer means a person on whose behalf transfer books are maintained.
Laws, 1996, ch. 468 § 18, eff. 7/1/1996.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 8 - UNIFORM COMMERCIAL CODE-REVISED ARTICLE 8. INVESTMENT SECURITIES (§§ 75-8-101 — 75-8-511) › Part 2 - ISSUE AND ISSUER (§§ 75-8-201 — 75-8-210) › Section 75-8-203 - Staleness as notice of defect or defense

After an act or event, other than a call that has been revoked, creating a right to immediate performance of the principal obligation represented by a certificated security or setting a date on or after which the security is to be presented or surrendered for redemption or exchange, a purchaser is charged with notice of any defect in its issue or defense of the issuer, if the act or event:
(1)
Requires the payment of money, the delivery of a certificated security, the registration of transfer of an uncertificated security, or any of them on presentation or surrender of the security certificate, the money or security is available on the date set for payment or exchange, and the purchaser takes the security more than one (1) year after that date; or
(2)
Is not covered by paragraph (1) and the purchaser takes the security more than two (2) years after the date set for surrender or presentation or the date on which performance became due.
Laws, 1996, ch. 486, § 20, eff. 7/1/1996.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 8 - UNIFORM COMMERCIAL CODE-REVISED ARTICLE 8. INVESTMENT SECURITIES (§§ 75-8-101 — 75-8-511) › Part 2 - ISSUE AND ISSUER (§§ 75-8-201 — 75-8-210) › Section 75-8-204 - Effect of issuer's restriction on transfer

A restriction on transfer of a security imposed by the issuer, even if otherwise lawful, is ineffective against a person without knowledge of the restriction unless:
(1)
The security is certificated and the restriction is noted conspicuously on the security certificate; or
(2)
The security is uncertificated and the registered owner has been notified of the restriction.
Laws, 1996, ch. 486, § 21, eff. 7/1/1996.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 8 - UNIFORM COMMERCIAL CODE-REVISED ARTICLE 8. INVESTMENT SECURITIES (§§ 75-8-101 — 75-8-511) › Part 2 - ISSUE AND ISSUER (§§ 75-8-201 — 75-8-210) › Section 75-8-205 - Effect of unauthorized signature on security certificate

An unauthorized signature placed on a security certificate before or in the course of issue is ineffective, but the signature is effective in favor of a purchaser for value of the certificated security if the purchaser is without notice of the lack of authority and the signing has been done by:
(1)
An authenticating trustee, registrar, transfer agent, or other person entrusted by the issuer with the signing of the security certificate or of similar security certificates, or the immediate preparation for signing of any of them; or
(2)
An employee of the issuer, or of any of the persons listed in paragraph (1), entrusted with responsible handling of the security certificate.
Laws, 1996, ch. 486, § 22, eff. 7/1/1996.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 8 - UNIFORM COMMERCIAL CODE-REVISED ARTICLE 8. INVESTMENT SECURITIES (§§ 75-8-101 — 75-8-511) › Part 2 - ISSUE AND ISSUER (§§ 75-8-201 — 75-8-210) › Section 75-8-206 - Completion or alteration of security certificate

(a)
If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect:
(1)
Any person may complete it by filling in the blanks as authorized; and
(2)
Even if the blanks are incorrectly filled in, the security certificate as completed is enforceable by a purchaser who took it for value and without notice of the incorrectness.
(b)
A complete security certificate that has been improperly altered, even if fraudulently, remains enforceable, but only according to its original terms.
Laws, 1996, ch. 486, § 23, eff. 7/1/1996.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 8 - UNIFORM COMMERCIAL CODE-REVISED ARTICLE 8. INVESTMENT SECURITIES (§§ 75-8-101 — 75-8-511) › Part 2 - ISSUE AND ISSUER (§§ 75-8-201 — 75-8-210) › Section 75-8-207 - Rights and duties of issuer with respect to registered owners

(a)
Before due presentment for registration of transfer of a certificated security in registered form or of an instruction requesting registration of transfer of an uncertificated security, the issuer or indenture trustee may treat the registered owner as the person exclusively entitled to vote, receive notifications, and otherwise exercise all the rights and powers of an owner.
(b)
This chapter does not affect the liability of the registered owner of a security for a call, assessment, or the like.
Laws, 1996, ch. 486, § 24, eff. 7/1/1996.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 8 - UNIFORM COMMERCIAL CODE-REVISED ARTICLE 8. INVESTMENT SECURITIES (§§ 75-8-101 — 75-8-511) › Part 2 - ISSUE AND ISSUER (§§ 75-8-201 — 75-8-210) › Section 75-8-208 - Effect of signature of authenticating trustee, registrar, or transfer agent

(a)
A person signing a security certificate as authenticating trustee, registrar, transfer agent, or the like, warrants to a purchaser for value of the certificated security, if the purchaser is without notice of a particular defect, that:
(1)
The certificate is genuine;
(2)
The person's own participation in the issue of the security is within the person's capacity and within the scope of the authority received by the person from the issuer; and
(3)
The person has reasonable grounds to believe that the certificated security is in the form and within the amount the issuer is authorized to issue.
(b)
Unless otherwise agreed, a person signing under subsection (a) does not assume responsibility for the validity of the security in other respects.
Laws, 1996, ch. 486, § 25, eff. 7/1/1996.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 8 - UNIFORM COMMERCIAL CODE-REVISED ARTICLE 8. INVESTMENT SECURITIES (§§ 75-8-101 — 75-8-511) › Part 2 - ISSUE AND ISSUER (§§ 75-8-201 — 75-8-210) › Section 75-8-209 - Issuer's lien

A lien in favor of an issuer upon a certificated security is valid against a purchaser only if the right of the issuer to the lien is noted conspicuously on the security certificate.
Laws, 1996, ch. 486, § 26, eff. 7/1/1996.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 8 - UNIFORM COMMERCIAL CODE-REVISED ARTICLE 8. INVESTMENT SECURITIES (§§ 75-8-101 — 75-8-511) › Part 2 - ISSUE AND ISSUER (§§ 75-8-201 — 75-8-210) › Section 75-8-210 - Overissue

(a)
In this section, "overissue" means the issue of securities in excess of the amount the issuer has corporate power to issue, but an overissue does not occur if appropriate action has cured the overissue.
(b)
Except as otherwise provided in subsections (c) and (d), the provisions of this chapter which validate a security or compel its issue or reissue do not apply to the extent that validation, issue, or reissue would result in overissue.
(c)
If an identical security not constituting an overissue is reasonably available for purchase, a person entitled to issue or validation may compel the issuer to purchase the security and deliver it if certificated or register its transfer if uncertificated, against surrender of any security certificate the person holds.
(d)
If a security is not reasonably available for purchase, a person entitled to issue or validation may recover from the issuer the price the person or the last purchaser for value paid for it with interest from the date of the person's demand.
Laws, 1996, ch. 486, § 27, eff. 7/1/1996.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 8 - UNIFORM COMMERCIAL CODE-REVISED ARTICLE 8. INVESTMENT SECURITIES (§§ 75-8-101 — 75-8-511) › Part 3 - TRANSFER OF CERTIFICATED AND UNCERTIFICATED SECURITIES (§§ 75-8-301 — 75-8-308) › Section 75-8-301 - Delivery

(a)
Delivery of a certificated security to a purchaser occurs when:
(1)
The purchaser acquires possession of the security certificate;
(2)
Another person, other than a securities intermediary, either acquires possession of the security certificate on behalf of the purchaser or, having previously acquired possession of the certificate, acknowledges that it holds for the purchaser; or
(3)
A securities intermediary acting on behalf of the purchaser acquires possession of the security certificate, only if the certificate is in registered form and is (i) registered in the name of the purchaser, (ii) payable to the order of the purchaser, or (iii) specially endorsed to the purchaser by an effective endorsement and has not been endorsed to the securities intermediary or in blank.
(b)
Delivery of an uncertificated security to a purchaser occurs when:
(1)
The issuer registers the purchaser as the registered owner, upon original issue or registration of transfer; or
(2)
Another person, other than a securities intermediary, either becomes the registered owner of the uncertificated security on behalf of the purchaser or, having previously become the registered owner, acknowledges that it holds for the purchaser.
Laws, 1996, ch. 468 § 28; Laws, 2001, ch. 495, § 20, eff. 1/1/2002.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 8 - UNIFORM COMMERCIAL CODE-REVISED ARTICLE 8. INVESTMENT SECURITIES (§§ 75-8-101 — 75-8-511) › Part 3 - TRANSFER OF CERTIFICATED AND UNCERTIFICATED SECURITIES (§§ 75-8-301 — 75-8-308) › Section 75-8-302 - Rights of purchaser

(a)
Except as otherwise provided in subsections (b) and (c), a purchaser of a certificated or uncertificated security acquires all rights in the security that the transferor had or had power to transfer.
(b)
A purchaser of a limited interest acquires rights only to the extent of the interest purchased.
(c)
A purchaser of a certificated security who as a previous holder had notice of an adverse claim does not improve its position by taking from a protected purchaser.
Laws, 1996, ch. 468 § 29; Laws, 2001, ch. 495, § 21, eff. 1/1/2002.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 8 - UNIFORM COMMERCIAL CODE-REVISED ARTICLE 8. INVESTMENT SECURITIES (§§ 75-8-101 — 75-8-511) › Part 3 - TRANSFER OF CERTIFICATED AND UNCERTIFICATED SECURITIES (§§ 75-8-301 — 75-8-308) › Section 75-8-303 - Protected purchaser

(a)
"Protected purchaser" means a purchaser of a certificated or uncertificated security, or of an interest therein, who:
(1)
Gives value;
(2)
Does not have notice of any adverse claim to the security; and
(3)
Obtains control of the certificated or uncertificated security.
(b)
In addition to acquiring the rights of a purchaser, a protected purchaser also acquires its interest in the security free of any adverse claim.
Laws, 1996, ch. 468 § 30, eff. 7/1/1996.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 8 - UNIFORM COMMERCIAL CODE-REVISED ARTICLE 8. INVESTMENT SECURITIES (§§ 75-8-101 — 75-8-511) › Part 3 - TRANSFER OF CERTIFICATED AND UNCERTIFICATED SECURITIES (§§ 75-8-301 — 75-8-308) › Section 75-8-304 - Indorsement

(a)
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.
(b)
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.
(c)
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.
(d)
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.
(e)
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.
(f)
Unless otherwise agreed, a person making an indorsement assumes only the obligations provided in Section
75-8-108
and not an obligation that the security will be honored by the issuer.
Laws, 1996, ch. 468 § 31, eff. 7/1/1996.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 8 - UNIFORM COMMERCIAL CODE-REVISED ARTICLE 8. INVESTMENT SECURITIES (§§ 75-8-101 — 75-8-511) › Part 3 - TRANSFER OF CERTIFICATED AND UNCERTIFICATED SECURITIES (§§ 75-8-301 — 75-8-308) › Section 75-8-305 - Instruction

(a)
If an instruction has been originated by an appropriate person but is incomplete in any other respect, any person may complete it as authorized and the issuer may rely on it as completed, even though it has been completed incorrectly.
(b)
Unless otherwise agreed, a person initiating an instruction assumes only the obligations imposed by Section
75-8-108
and not an obligation that the security will be honored by the issuer.
Laws, 1996, ch. 468 § 32, eff. 7/1/1996.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 8 - UNIFORM COMMERCIAL CODE-REVISED ARTICLE 8. INVESTMENT SECURITIES (§§ 75-8-101 — 75-8-511) › Part 3 - TRANSFER OF CERTIFICATED AND UNCERTIFICATED SECURITIES (§§ 75-8-301 — 75-8-308) › Section 75-8-306 - Effect of guaranteeing signature, indorsement, or instruction

(a)
A person who guarantees a signature of an indorser of a security certificate warrants that at the time of signing:
(1)
The signature was genuine;
(2)
The signer was an appropriate person to indorse, or if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person; and
(3)
The signer had legal capacity to sign.
(b)
A person who guarantees a signature of the originator of an instruction warrants that at the time of signing:
(1)
The signature was genuine;
(2)
The signer was an appropriate person to originate the instruction, or if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person, if the person specified in the instruction as the registered owner was, in fact, the registered owner, as to which fact the signature guarantor does not make a warranty; and
(3)
The signer had legal capacity to sign.
(c)
A person who specially guarantees the signature of an originator of an instruction makes the warranties of a signature guarantor under subsection (b) and also warrants that at the time the instruction is presented to the issuer:
(1)
The person specified in the instruction as the registered owner of the uncertificated security will be the registered owner; and
(2)
The transfer of the uncertificated security requested in the instruction will be registered by the issuer free from all liens, security interests, restrictions, and claims other than those specified in the instruction.
(d)
A guarantor under subsections (a) and (b) or a special guarantor under subsection (c) does not otherwise warrant the rightfulness of the transfer.
(e)
A person who guarantees an indorsement of a security certificate makes the warranties of a signature guarantor under subsection (a) and also warrants the rightfulness of the transfer in all respects.
(f)
A person who guarantees an instruction requesting the transfer of an uncertificated security makes the warranties of a special signature guarantor under subsection (c) and also warrants the rightfulness of the transfer in all respects.
(g)
An issuer may not require a special guaranty of signature, a guaranty of indorsement, or a guaranty of instruction as a condition to registration of transfer.
(h)
The warranties under this section are made to a person taking or dealing with the security in reliance on the guaranty, and the guarantor is liable to the person for loss resulting from their breach. An indorser or originator of an instruction whose signature, indorsement, or instruction has been guaranteed is liable to a guarantor for any loss suffered by the guarantor as a result of breach of the warranties of the guarantor.
Laws, 1996, ch. 468 § 33, eff. 7/1/1996.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 8 - UNIFORM COMMERCIAL CODE-REVISED ARTICLE 8. INVESTMENT SECURITIES (§§ 75-8-101 — 75-8-511) › Part 3 - TRANSFER OF CERTIFICATED AND UNCERTIFICATED SECURITIES (§§ 75-8-301 — 75-8-308) › Section 75-8-307 - Purchaser's right to requisites for registration of transfer

Unless otherwise agreed, the transferor of a security on due demand shall supply the purchaser with proof of authority to transfer or with any other requisite necessary to obtain registration of the transfer of the security, but if the transfer is not for value, a transferor need not comply unless the purchaser pays the necessary expenses. If the transferor fails within a reasonable time to comply with the demand, the purchaser may reject or rescind the transfer.
Laws, 1996, ch. 468 § 34, eff. 7/1/1996.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 8 - UNIFORM COMMERCIAL CODE-REVISED ARTICLE 8. INVESTMENT SECURITIES (§§ 75-8-101 — 75-8-511) › Part 3 - TRANSFER OF CERTIFICATED AND UNCERTIFICATED SECURITIES (§§ 75-8-301 — 75-8-308) › Section 75-8-308 - through 75-8-321 - [Repealed]

Repealed by Laws, 1996, ch. 468, § 71, eff. 6/30/1996.
§ 75-8-308. [Codes, 1942, § 41A:8-308; Laws, 1966, ch. 316, § 8-308; Laws 1990, ch. 384, § 23] § 75-8-309. [Codes, 1942, § 41A:8-309; Laws, 1966, ch. 316, § 8-309; Laws, 1990, ch. 384, § 24] § 75-8-310. [Codes, 1942, § 41A:8-310; Laws, 1966, ch. 316, § 8-310; Laws, 1990, ch. 384, § 25] § 75-8-311. [Codes, 1942, § 41A:8-311; Laws, 1966, ch. 316, § 8-311; Laws, 1990, ch. 384, § 26] § 75-8-312. [Codes, 1942, § 41A:8-312; Laws, 1966, ch. 316, § 8-312; Laws, 1990, ch. 384, § 27] § 75-8-313. [Codes, 1942, § 41A:8-313; Laws, 1966, ch. 316, § 8-313; Laws, 1990, ch. 384, § 28] § 75-8-314. [Codes, 1942, § 41A:8-314; Laws, 1966, ch. 316, § 8-314; Laws, 1990, ch. 384, § 29] § 75-8-315. [Codes, 1942, § 41A:8-315; Laws, 1966, ch. 316, § 8-315; Laws, 1990, ch. 384, § 30] § 75-8-316. [Codes, 1942, § 41A:8-316; Laws, 1966, ch. 316, § 8-316;Laws, 1990, ch. 384, § 31] § 75-8-317. [Codes, 1942, § 41A:8-317; Laws, 1966, ch. 316, § 8-317; Laws, 1990, ch. 384, § 32] § 75-8-318. [Codes, 1942, § 41A:8-318; Laws, 1966, ch. 316, § 8-318; Laws, 1990, ch. 384, § 33] § 75-8-319. [Codes, 1942, § 41A:8-319; Laws, 1966, ch. 316, § 8-319; Laws, 1990, ch. 384, § 34] § 75-8-320. [Codes, 1942, § 41A:8-320; Laws, 1966, ch. 316, § 8-320; Laws, 1990, ch. 384, § 35] § 75-8-321. [Laws, 1990, ch. 384, § 36]
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 8 - UNIFORM COMMERCIAL CODE-REVISED ARTICLE 8. INVESTMENT SECURITIES (§§ 75-8-101 — 75-8-511) › Part 4 - REGISTRATION (§§ 75-8-401 — 75-8-408) › Section 75-8-401 - Duty of issuer to register transfer

(a)
If a certificated security in registered form is presented to an issuer with a request to register transfer or an instruction is presented to an issuer with a request to register transfer of an uncertificated security, the issuer shall register the transfer as requested if:
(1)
Under the terms of the security the person seeking registration of transfer is eligible to have the security registered in its name;
(2)
The 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;
(3)
Reasonable assurance is given that the indorsement or instruction is genuine and authorized (Section
75-8-402
);
(4)
Any applicable law relating to the collection of taxes has been complied with;
(5)
the transfer does not violate any restriction on transfer imposed by the issuer in accordance with Section
75-8-204
;
(6)
A demand that the issuer not register transfer has not become effective under Section
75-8-403
, or the issuer has complied with Section
75-8-403(b)
but no legal process or indemnity bond is obtained as provided in Section 8-403(d); and
(7)
The transfer is in fact rightful or is to a protected purchaser.
(b)
If an issuer is under a duty to register a transfer of a security, the issuer is liable to a person presenting a certificated security or an instruction for registration or to the person's principal for loss resulting from unreasonable delay in registration or failure or refusal to register the transfer.
Laws, 1996, ch. 468 § 35, eff. 7/1/1996.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 8 - UNIFORM COMMERCIAL CODE-REVISED ARTICLE 8. INVESTMENT SECURITIES (§§ 75-8-101 — 75-8-511) › Part 4 - REGISTRATION (§§ 75-8-401 — 75-8-408) › Section 75-8-402 - Assurance that indorsement or instruction is effective

(a)
An issuer may require the following assurance that each necessary indorsement or each instruction is genuine and authorized:
(1)
In all cases, a guaranty of the signature of the person making an indorsement or originating an instruction including, in the case of an instruction, reasonable assurance of identity;
(2)
If the indorsement is made or the instruction is originated by an agent, appropriate assurance of actual authority to sign;
(3)
If the indorsement is made or the instruction is originated by a fiduciary pursuant to Section
75-8-107(a)(4) or (a)(5)
, appropriate evidence of appointment or incumbency;
(4)
If there is more than one (1) fiduciary, reasonable assurance that all who are required to sign have done so; and
(5)
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.
(b)
An issuer may elect to require reasonable assurance beyond that specified in this section.
(c)
In this section:
(1)
"Guaranty of the signature" means a guaranty signed by or on behalf of a person reasonably believed by the issuer to be responsible. An issuer may adopt standards with respect to responsibility if they are not manifestly unreasonable.
(2)
"Appropriate evidence of appointment or incumbency" means:
(i)
In the case of a fiduciary appointed or qualified by a court, a certificate issued by or under the direction or supervision of the court or an officer thereof and dated within sixty (60) days before the date of presentation for transfer; or
(ii)
In any other case, a copy of a document showing the appointment or a certificate issued by or on behalf of a person reasonably believed by an issuer to be responsible or, in the absence of that document or certificate, other evidence the issuer reasonably considers appropriate.
Laws, 1996, ch. 468 § 36, eff. 7/1/1996.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 8 - UNIFORM COMMERCIAL CODE-REVISED ARTICLE 8. INVESTMENT SECURITIES (§§ 75-8-101 — 75-8-511) › Part 4 - REGISTRATION (§§ 75-8-401 — 75-8-408) › Section 75-8-403 - Demand that issuer not register transfer

(a)
A person who is an appropriate person to make an indorsement or originate an instruction may demand that the issuer not register transfer of a security by communicating to the issuer a notification that identifies the registered owner and the issue of which the security is a part and provides an address for communications directed to the person making the demand. The demand is effective only if it is received by the issuer at a time and in a manner affording the issuer reasonable opportunity to act on it.
(b)
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 after a demand that the issuer not register transfer has become effective, the issuer shall promptly communicate to (i) the person who initiated the demand at the address provided in the demand and (ii) the person who presented the security for registration of transfer or initiated the instruction requesting registration of transfer a notification stating that:
(1)
The certificated security has been presented for registration of transfer or the instruction for registration of transfer of the uncertificated security has been received;
(2)
A demand that the issuer not register transfer had previously been received; and
(3)
The issuer will withhold registration of transfer for a period of time stated in the notification in order to provide the person who initiated the demand an opportunity to obtain legal process or an indemnity bond.
(c)
The period described in subsection (b)(3) may not exceed thirty (30) days after the date of communication of the notification. A shorter period may be specified by the issuer if it is not manifestly unreasonable.
(d)
An issuer is not liable to a person who initiated a demand that the issuer not register transfer for any loss the person suffers as a result of registration of a transfer pursuant to an effective indorsement or instruction if the person who initiated the demand does not, within the time stated in the issuer's communication, either:
(1)
Obtain an appropriate restraining order, injunction, or other process from a court of competent jurisdiction enjoining the issuer from registering the transfer; or
(2)
File with the issuer an indemnity bond, sufficient in the issuer's judgment to protect the issuer and any transfer agent, registrar, or other agent of the issuer involved from any loss it or they may suffer by refusing to register the transfer.
(e)
This section does not relieve an issuer from liability for registering transfer pursuant to an indorsement or instruction that was not effective.
Laws, 1996, ch. 468 § 37, eff. 7/1/1996.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 8 - UNIFORM COMMERCIAL CODE-REVISED ARTICLE 8. INVESTMENT SECURITIES (§§ 75-8-101 — 75-8-511) › Part 4 - REGISTRATION (§§ 75-8-401 — 75-8-408) › Section 75-8-404 - Wrongful registration

(a)
Except as otherwise provided in Section
75-8-406
, an issuer is liable for wrongful registration of transfer if the issuer has registered a transfer of a security to a person not entitled to it, and the transfer was registered:
(1)
Pursuant to an ineffective indorsement or instruction;
(2)
After a demand that the issuer not register transfer became effective under Section
75-8-403(a)
and the issuer did not comply with Section
75-8-403(b)
;
(3)
After the issuer had been served with an injunction, restraining order, or other legal process enjoining it from registering the transfer, issued by a court of competent jurisdiction, and the issuer had a reasonable opportunity to act on the injunction, restraining order, or other legal process; or
(4)
By an issuer acting in collusion with the wrongdoer.
(b)
An issuer that is liable for wrongful registration of transfer under subsection (a) on demand shall provide the person entitled to the security with a like certificated or uncertificated security, and any payments or distributions that the person did not receive as a result of the wrongful registration. If an overissue would result, the issuer's liability to provide the person with a like security is governed by Section
75-8-210
.
(c)
Except as otherwise provided in subsection (a) or in a law relating to the collection of taxes, an issuer is not liable to an owner or other person suffering loss as a result of the registration of a transfer of a security if registration was made pursuant to an effective indorsement or instruction.
Laws, 1996, ch. 468 § 38, eff. 7/1/1996.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 8 - UNIFORM COMMERCIAL CODE-REVISED ARTICLE 8. INVESTMENT SECURITIES (§§ 75-8-101 — 75-8-511) › Part 4 - REGISTRATION (§§ 75-8-401 — 75-8-408) › Section 75-8-405 - Replacement of lost, destroyed, or wrongfully taken security certificate

(a)
If an owner of a certificated security, whether in registered or bearer form, claims that the certificate has been lost, destroyed, or wrongfully taken, the issuer shall issue a new certificate if the owner:
(1)
So requests before the issuer has notice that the certificate has been acquired by a protected purchaser;
(2)
Files with the issuer a sufficient indemnity bond; and
(3)
Satisfies other reasonable requirements imposed by the issuer.
(b)
If, after the issue of a new security certificate, a protected purchaser of the original certificate presents it for registration of transfer, the issuer shall register the transfer unless an overissue would result. In that case, the issuer's liability is governed by Section
75-8-210
. In addition to any rights on the indemnity bond, an issuer may recover the new certificate from a person to whom it was issued or any person taking under that person, except a protected purchaser.
Laws, 1996, ch. 468 § 39, eff. 7/1/1996.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 8 - UNIFORM COMMERCIAL CODE-REVISED ARTICLE 8. INVESTMENT SECURITIES (§§ 75-8-101 — 75-8-511) › Part 4 - REGISTRATION (§§ 75-8-401 — 75-8-408) › Section 75-8-406 - Obligation to notify issuer of lost, destroyed, or wrongfully taken security certificate

If a security certificate has been lost, apparently destroyed, or wrongfully taken, and the owner fails to notify the issuer of that fact within a reasonable time after the owner has notice of it and the issuer registers a transfer of the security before receiving notification, the owner may not assert against the issuer a claim for registering the transfer under Section
75-8-404
or a claim to a new security certificate under Section
75-8-405
.
Laws, 1996, ch. 468 § 40, eff. 7/1/1996.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 8 - UNIFORM COMMERCIAL CODE-REVISED ARTICLE 8. INVESTMENT SECURITIES (§§ 75-8-101 — 75-8-511) › Part 4 - REGISTRATION (§§ 75-8-401 — 75-8-408) › Section 75-8-407 - Authenticating trustee, transfer agent, and registrar

A person acting as authenticating trustee, transfer agent, registrar, or other agent for an issuer in the registration of a transfer of its securities, in the issue of new security certificates or uncertificated securities, or in the cancellation of surrendered security certificates has the same obligation to the holder or owner of a certificated or uncertificated security with regard to the particular functions performed as the issuer has in regard to those functions.
Laws, 1996, ch. 468 § 41, eff. 7/1/1996.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 8 - UNIFORM COMMERCIAL CODE-REVISED ARTICLE 8. INVESTMENT SECURITIES (§§ 75-8-101 — 75-8-511) › Part 4 - REGISTRATION (§§ 75-8-401 — 75-8-408) › Section 75-8-408 - [Repealed]

Repealed by Laws, 1996, ch. 468, § 71, eff. 6/30/1996.
Laws, 1990, ch. 384, § 44.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 8 - UNIFORM COMMERCIAL CODE-REVISED ARTICLE 8. INVESTMENT SECURITIES (§§ 75-8-101 — 75-8-511) › Part 5 - SECURITY ENTITLEMENTS (§§ 75-8-501 — 75-8-511) › Section 75-8-501 - Securities account; acquisition of security entitlement from securities intermediary

(a)
"Securities account" means an account to which a financial asset is or may be credited in accordance with an agreement under which the person maintaining the account undertakes to treat the person for whom the account is maintained as entitled to exercise the rights that comprise the financial asset.
(b)
Except as otherwise provided in subsections (d) and (e), a person acquires a security entitlement if a securities intermediary:
(1)
Indicates by book entry that a financial asset has been credited to the person's securities account;
(2)
Receives a financial asset from the person or acquires a financial asset for the person and, in either case, accepts it for credit to the person's securities account; or
(3)
Becomes obligated under other law, regulation, or rule to credit a financial asset to the person's securities account.
(c)
If a condition of subsection (b) has been met, a person has a security entitlement even though the securities intermediary does not itself hold the financial asset.
(d)
If a securities intermediary holds a financial asset for another person, and the financial asset is registered in the name of, payable to the order of, or specially indorsed to the other person, and has not been indorsed to the securities intermediary or in blank, the other person is treated as holding the financial asset directly rather than as having a security entitlement with respect to the financial asset.
(e)
Issuance of a security is not establishment of a security entitlement.
Laws, 1996, ch. 468, § 42, eff. 7/1/1996.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 8 - UNIFORM COMMERCIAL CODE-REVISED ARTICLE 8. INVESTMENT SECURITIES (§§ 75-8-101 — 75-8-511) › Part 5 - SECURITY ENTITLEMENTS (§§ 75-8-501 — 75-8-511) › Section 75-8-502 - Assertion of adverse claim against entitlement holder

An action based on an adverse claim to a financial asset, whether framed in conversion, replevin, constructive trust, equitable lien, or other theory, may not be asserted against a person who acquires a security entitlement under Section
75-8-501
for value and without notice of the adverse claim.
Laws, 1996, ch. 468, § 43, eff. 7/1/1996.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 8 - UNIFORM COMMERCIAL CODE-REVISED ARTICLE 8. INVESTMENT SECURITIES (§§ 75-8-101 — 75-8-511) › Part 5 - SECURITY ENTITLEMENTS (§§ 75-8-501 — 75-8-511) › Section 75-8-503 - Property interest of entitlement holder in financial asset held by securities intermediary

(a)
To the extent necessary for a securities intermediary to satisfy all security entitlements with respect to a particular financial asset, all interests in that financial asset held by the securities intermediary are held by the securities intermediary for the entitlement holders, are not property of the securities intermediary, and are not subject to claims of creditors of the securities intermediary, except as otherwise provided in Section
75-8-511
.
(b)
An entitlement holder's property interest with respect to a particular financial asset under subsection (a) is a pro rata property interest in all interests in that financial asset held by the securities intermediary, without regard to the time the entitlement holder acquired the security entitlement or the time the securities intermediary acquired the interest in that financial asset.
(c)
An entitlement holder's property interest with respect to a particular financial asset under subsection (a) may be enforced against the securities intermediary only by exercise of the entitlement holder's rights under Sections
75-8-505
through
75-8-508
.
(d)
An entitlement holder's property interest with respect to a particular financial asset under subsection (a) may be enforced against a purchaser of the financial asset or interest therein only if:
(1)
Insolvency proceedings have been initiated by or against the securities intermediary;
(2)
The securities intermediary does not have sufficient interests in the financial asset to satisfy the security entitlements of all of its entitlement holders to that financial asset;
(3)
The securities intermediary violated its obligations under Section
75-8-504
by transferring the financial asset or interest therein to the purchaser; and
(4)
The purchaser is not protected under subsection (e).
The trustee or other liquidator, acting on behalf of all entitlement holders having security entitlements with respect to a particular financial asset, may recover the financial asset, or interest therein, from the purchaser. If the trustee or other liquidator elects not to pursue that right, an entitlement holder whose security entitlement remains unsatisfied has the right to recover its interest in the financial asset from the purchaser.
(e)
An action based on the entitlement holder's property interest with respect to a particular financial asset under subsection (a), whether framed in conversion, replevin, constructive trust, equitable lien, or other theory, may not be asserted against any purchaser of a financial asset or interest therein who gives value, obtains control, and does not act in collusion with the securities intermediary in violating the securities intermediary's obligations under Section
75-8-504
.
Laws, 1996, ch. 468, § 44, eff. 7/1/1996.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 8 - UNIFORM COMMERCIAL CODE-REVISED ARTICLE 8. INVESTMENT SECURITIES (§§ 75-8-101 — 75-8-511) › Part 5 - SECURITY ENTITLEMENTS (§§ 75-8-501 — 75-8-511) › Section 75-8-504 - Duty of securities intermediary to maintain financial asset

(a)
A securities intermediary shall promptly obtain and thereafter maintain a financial asset in a quantity corresponding to the aggregate of all security entitlements it has established in favor of its entitlement holders with respect to that financial asset. The securities intermediary may maintain those financial assets directly or through one or more other securities intermediaries.
(b)
Except to the extent otherwise agreed by its entitlement holder, a securities intermediary may not grant any security interests in a financial asset it is obligated to maintain pursuant to subsection (a).
(c)
A securities intermediary satisfies the duty in subsection (a) if:
(1)
The securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or
(2)
In the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to obtain and maintain the financial asset.
(d)
This section does not apply to a clearing corporation that is itself the obligor of an option or similar obligation to which its entitlement holders have security entitlements.
Laws, 1996, ch. 468, § 45, eff. 7/1/1996.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 8 - UNIFORM COMMERCIAL CODE-REVISED ARTICLE 8. INVESTMENT SECURITIES (§§ 75-8-101 — 75-8-511) › Part 5 - SECURITY ENTITLEMENTS (§§ 75-8-501 — 75-8-511) › Section 75-8-505 - Duty of securities intermediary with respect to payments and distributions

(a)
A securities intermediary shall take action to obtain a payment or distribution made by the issuer of a financial asset. A securities intermediary satisfies the duty if:
(1)
The securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or
(2)
In the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to attempt to obtain the payment or distribution.
(b)
A securities intermediary is obligated to its entitlement holder for a payment or distribution made by the issuer of a financial asset if the payment or distribution is received by the securities intermediary.
Laws, 1996, ch. 468, § 46, eff. 7/1/1996.