reglab/statecodes huggingface dataset:
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:8-105 - Notice of Adverse Claim.

12A:8-105. Notice of Adverse Claim.
a. A person has notice of an adverse claim if:
(1) the person knows of the adverse claim;
(2) the person is aware of facts sufficient to indicate that there is a significant probability that the adverse claim exists and deliberately avoids information that would establish the existence of the adverse claim; or
(3) the person has a duty, imposed by statute or regulation, to investigate whether an adverse claim exists, and the investigation so required would establish the existence of the adverse claim.
b. 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.
c. 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:
(1) one year after a date set for presentment or surrender for redemption or exchange; or
(2) 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.
d. A purchaser of a certificated security has notice of an adverse claim if the security certificate:
(1) whether in bearer or registered form, has been indorsed "for collection" or "for surrender" or for some other purpose not involving transfer; or
(2) 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.
e. Filing of a financing statement under chapter 9 is not notice of an adverse claim to a financial asset.
L.1997,c.252,s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:8-106 - Control

12A:8-106. Control
12A:8-106. Control.
a. A purchaser has "control" of a certificated security in bearer form if the certificated security is delivered to the purchaser.
b. A purchaser has "control" of a certificated security in registered form if the certificated security is delivered to the purchaser, and:
(1) the certificate is indorsed to the purchaser or in blank by an effective indorsement; or
(2) the certificate is registered in the name of the purchaser, upon original issue or registration of transfer by the issuer.
c. A purchaser has "control" of an uncertificated security if:
(1) the uncertificated security is delivered to the purchaser; or
(2) the issuer has agreed that it will comply with instructions originated by the purchaser without further consent by the registered owner.
d. A purchaser has "control" of a security entitlement if:
(1) the purchaser becomes the entitlement holder; or
(2) the securities intermediary has agreed that it will comply with entitlement orders originated by the purchaser without further consent by the entitlement holder; or
(3) another person has control of the security entitlement on behalf of the purchaser or, having previously acquired control of the security entitlement, acknowledges that it has control on behalf of the purchaser.
e. 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.
f. A purchaser who has satisfied the requirements of subsection c. or d. has control, even if the registered owner in the case of subsection c. or the entitlement holder in the case of subsection d. of this section retains the right to make substitutions for the uncertificated security or security entitlement, to originate instructions or entitlement orders to the issuer or securities intermediary, or otherwise to deal with the uncertificated security or security entitlement.
g. An issuer or a securities intermediary may not enter into an agreement of the kind described in subsection paragraph (2) of subsection c. or paragraph (2) of subsection d. of this section 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 though 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.
L.1997, c.252, s.1; amended 2001, c.117, s.18.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:8-107 - Whether Indorsement, Instruction, or Entitlement Order is Effective.

12A:8-107. Whether Indorsement, Instruction, or Entitlement Order is Effective.
a. "Appropriate person" means:
(1) with respect to an indorsement, the person specified by a security certificate or by an effective special indorsement to be entitled to the security;
(2) with respect to an instruction, the registered owner of an uncertificated security;
(3) with respect to an entitlement order, the entitlement holder;
(4) if the person designated in paragraph (1), (2), or (3) of this subsection a. is deceased, the designated person's successor taking under other law or the designated person's personal representative acting for the estate of the decedent; or
(5) if the person designated in paragraph (1), (2), or (3) of this subsection a. lacks capacity, the designated person's guardian, conservator, or other similar representative who has power under other law to transfer the security or financial asset.
b. An indorsement, instruction, or entitlement order is effective if:
(1) it is made by the appropriate person;
(2) 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 (2) of subsection c. or paragraph (2) of subsection d. of 12A:8-106; or
(3) the appropriate person has ratified it or is otherwise precluded from asserting its ineffectiveness.
c. An indorsement, instruction, or entitlement order made by a representative is effective even if:
(1) 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
(2) the representative's action in making the indorsement, instruction, or entitlement order or using the proceeds of the transaction is otherwise a breach of duty.
d. If a security is registered in the name of or specially indorsed 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 indorsement, instruction, or entitlement order made by the person is effective even though the person is no longer serving in the described capacity.
e. Effectiveness of an indorsement, instruction, or entitlement order is determined as of the date the indorsement, instruction, or entitlement order is made, and an indorsement, instruction, or entitlement order does not become ineffective by reason of any later change of circumstances.
L.1997,c.252,s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:8-109 - Warranties in Indirect Holding.

12A:8-109. Warranties in Indirect Holding.
a. A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary that:
(1) 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
(2) there is no adverse claim to the security entitlement.
b. 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 a. or b. of 12A:8-108.
c. 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 a. or b. of 12A:8-108.
L.1997,c.252,s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:8-111 - Clearing Corporation Rules.

12A:8-111. Clearing Corporation Rules.
A rule adopted by a clearing corporation governing rights and obligations among the clearing corporation and its participants in the clearing corporation is effective even if the rule conflicts with this chapter and affects another party who does not consent to the rule.
L.1997,c.252,s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:8-112 - Creditor's Legal Process.

12A:8-112. Creditor's Legal Process.
a. The interest of a debtor in a certificated security may be reached by a creditor only by actual seizure of the security certificate by the officer making the attachment or levy, except as otherwise provided in subsection d. of this section. However, a certificated security for which the certificate has been surrendered to the issuer may be reached by a creditor by legal process upon the issuer.
b. The interest of a debtor in an uncertificated security may be reached by a creditor only by legal process upon the issuer at its chief executive office in the United States, except as otherwise provided in subsection d. of this section.
c. The interest of a debtor in a security entitlement may be reached by a creditor only by legal process upon the securities intermediary with whom the debtor's securities account is maintained, except as otherwise provided in subsection d. of this section.
d. The interest of a debtor in a certificated security for which the certificate is in the possession of a secured party, or in an uncertificated security registered in the name of a secured party, or a security entitlement maintained in the name of a secured party, may be reached by a creditor by legal process upon the secured party.
e. A creditor whose debtor is the owner of a certificated security, uncertificated security, or security entitlement is entitled to aid from a court of competent jurisdiction, by injunction or otherwise, in reaching the certificated security, uncertificated security, or security entitlement or in satisfying the claim by means allowed at law or in equity in regard to property that cannot readily be reached by other legal process.
L.1997,c.252,s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:8-113 - Statute of Frauds Inapplicable.

12A:8-113. Statute of Frauds Inapplicable.
A contract or modification of a contract for the sale or purchase of a security is enforceable whether or not there is a writing signed or record authenticated by a party against whom enforcement is sought, even if the contract or modification is not capable of performance within one year of its making.
L.1997,c.252,s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:8-114 - Evidentiary Rules Concerning Certificated Securities.

12A: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.
L.1997,c.252,s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:8-115 - Securities Intermediary and Others Not Liable to Adverse Claimant.

12A: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.
L.1997,c.252,s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:8-116 - Securities Intermediary as Purchaser for Value.

12A: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.
L.1997,c.252,s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:8-201 - Issuer.

12A: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.
L.1997,c.252,s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:8-202 - Issuer's Responsibility and Defenses; Notice of Defect or Defense.

12A:8-202. Issuer's Responsibility and Defenses; Notice of Defect or Defense.
a. Even against a purchaser for value and without notice, the terms of a certificated security include terms stated on the certificate and 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 is issued.
b. The following rules apply if an issuer asserts that a security is not valid:
(1) 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.
(2) Paragraph (1) of this subsection b. 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.
c. Except as otherwise provided in 12A:8-205, lack of genuineness of a certificated security is a complete defense, even against a purchaser for value and without notice.
d. 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.
e. 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.
f. 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 the issuer could not assert if the entitlement holder held the security directly.
L.1997,c.252,s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:8-203 - Staleness as Notice of Defect or Defense.

12A: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:
a. requires the payment of money, the delivery of a certificated security, the registration of transfer of an uncertificated security, or any of them on presentation or surrender of the security certificate, the money or security is available on the date set for payment or exchange, and the purchaser takes the security more than one year after that date; or
b. is not covered by subsection a. of this section and the purchaser takes the security more than two years after the date set for surrender or presentation or the date on which performance became due.
L.1997,c.252,s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:8-204 - Effect of Issuer's Restriction on Transfer.

12A: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:
a. the security is certificated and the restriction is noted conspicuously on the security certificate; or
b. the security is uncertificated and the registered owner has been notified of the restriction.
L.1997,c.252,s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:8-205 - Effect of Unauthorized Signature on Security Certificate.

12A: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:
a. an authenticating trustee, registrar, transfer agent, or other person entrusted by the issuer with the signing of the security certificate or of similar security certificates, or the immediate preparation for signing of any of them; or
b. an employee of the issuer, or of any of the persons listed in subsection a. of this section, entrusted with responsible handling of the security certificate.
L.1997,c.252,s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:8-206 - Completion or Alteration of Security Certificate.

12A: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.
L.1997,c.252,s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:8-207 - Rights and Duties of Issuer with Respect to Registered Owners.

12A: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.
L.1997,c.252,s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:8-208 - Effect of Signature of Authenticating Trustee, Registrar, or Transfer Agent.

12A:8-208. Effect of Signature of Authenticating Trustee, Registrar, or Transfer Agent.
a. A person signing a security certificate as authenticating trustee, registrar, transfer agent, or the like, warrants to a purchaser for value of the certificated security, if the purchaser is without notice of a particular defect, that:
(1) the certificate is genuine;
(2) the person's own participation in the issue of the security is within the person's capacity and within the scope of the authority received by the person from the issuer; and
(3) the person has reasonable grounds to believe that the certificated security is in the form and within the amount the issuer is authorized to issue.
b. Unless otherwise agreed, a person signing under subsection a. of this section does not assume responsibility for the validity of the security in other respects.
L.1997,c.252,s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:8-209 - Issuer's Lien.

12A: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.
L.1997,c.252,s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:8-210 - Overissue.

12A:8-210. Overissue.
a. In this section, "overissue" means the issue of securities in excess of the amount the issuer has corporate power to issue, but an overissue does not occur if appropriate action has cured the overissue.
b. Except as otherwise provided in subsections c. and d. of this section, the provisions of this 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.
L.1997,c.252,s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:8-301 - Delivery

12A:8-301. Delivery
12A: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 (a) registered in the name of the purchaser, (b) payable to the order of the purchaser, or (c) specially indorsed to the purchaser by an effective indorsement and has not been indorsed 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.
L.1997, c.252, s.1; amended 2001, c.117, s.20.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:8-302 - Rights of purchaser

12A:8-302. Rights of purchaser
12A:8-302. Rights of Purchaser.
a. Except as otherwise provided in subsections b. and c. of this section, a purchaser of a certificated or uncertificated security acquires all rights in the security that the transferor had or had power to transfer.
b. A purchaser of a limited interest acquires rights only to the extent of the interest purchased.
c. A purchaser of a certificated security who as a previous holder had notice of an adverse claim does not improve its position by taking from a protected purchaser.
L.1997, c.252, s.1; amended 2001, c.117, s.21.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:8-303 - Protected Purchaser.

12A: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.
L.1997,c.252,s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:8-304 - Indorsement.

12A: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 12A:8-108 and not an obligation that the security will be honored by the issuer.
L.1997,c.252,s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:8-305 - Instruction.

12A: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 12A:8-108 and not an obligation that the security will be honored by the issuer.
L.1997,c.252,s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:8-306 - Effect of Guaranteeing Signature, Indorsement, or Instruction.

12A: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. of this section 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. of this section or a special guarantor under subsection c. of this section 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. of this section 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. of this section 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.
L.1997,c.252,s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:8-307 - Purchaser's Right to Requisites for Registration of Transfer.

12A: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.
L.1997,c.252,s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:8-401 - Duty of Issuer to Register Transfer.

12A: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 (12A: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 12A:8-204;
(6) a demand that the issuer not register transfer has not become effective under 12A:8-403, or the issuer has complied with subsection b. of 12A:8-403 but no legal process or indemnity bond is obtained as provided in subsection d. of 12A:8-403; and
(7) the transfer is in fact rightful or is to a protected purchaser.
b. If an issuer is under a duty to register a transfer of a security, the issuer is liable to a person presenting a certificated security or an instruction for registration or to the person's principal for loss resulting from unreasonable delay in registration or failure or refusal to register the transfer.
L.1997,c.252,s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:8-402 - Assurance that Indorsement or Instruction is Effective.

12A: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 paragraph (4) or (5) of subsection a. of 12A:8-107, appropriate evidence of appointment or incumbency;
(4) if there is more than one fiduciary, reasonable assurance that all who are required to sign have done so; and
(5) if the 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:
(a) 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 60 days before the date of presentation for transfer; or
(b) 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.
L.1997,c.252,s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:8-403 - Demand That Issuer Not Register Transfer.

12A: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 the person who initiated the demand at the address provided in the demand and 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 paragraph (3) of subsection b. of this section may not exceed 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.
L.1997,c.252,s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:8-404 - Wrongful Registration.

12A:8-404. Wrongful Registration.
a. Except as otherwise provided in 12A: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 subsection a. of 12A:8-403 and the issuer did not comply with subsection b. of 12A:8-403;
(3) after the issuer had been served with an injunction, restraining order, or other legal process enjoining it from registering the transfer, issued by a court of competent jurisdiction, and the issuer had a reasonable opportunity to act on the injunction, restraining order, or other legal process; or
(4) by an issuer acting in collusion with the wrongdoer.
b. An issuer that is liable for wrongful registration of transfer under subsection a. of this section on demand shall provide the person entitled to the security with a like certificated or uncertificated security, and any payments or distributions that the person did not receive as a result of the wrongful registration. If an overissue would result, the issuer's liability to provide the person with a like security is governed by 12A:8-210.
c. Except as otherwise provided in subsection a. of this section or in a law relating to the collection of taxes, an issuer is not liable to an owner or other person suffering loss as a result of the registration of a transfer of a security if registration was made pursuant to an effective indorsement or instruction.
L.1997,c.252,s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:8-405 - Replacement of Lost, Destroyed, or Wrongfully Taken Security.

12A:8-405. Replacement of Lost, Destroyed, or Wrongfully Taken Security.
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 12A: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.
L.1997,c.252,s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:8-406 - Obligation to Notify Issuer of Lost, Destroyed, or Wrongfully Taken Security Certificate.

12A: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 12A:8-404 or a claim to a new security certificate under 12A:8-405.
L.1997,c.252,s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:8-407 - Authenticating Trustee, Transfer Agent, and Registrar.

12A: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.
L.1997,c.252,s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:8-501 - Securities Account; Acquisition of Security Entitlement from Securities Intermediary.

12A:8-501. Securities Account; Acquisition of Security Entitlement from Securities Intermediary.
a. "Securities account" means an account to which a financial asset is or may be credited in accordance with an agreement under which the person maintaining the account undertakes to treat the person for whom the account is maintained as entitled to exercise the rights that comprise the financial asset.
b. Except as otherwise provided in subsections d. and e. of this section, a person acquires a security entitlement if a securities intermediary:
(1) indicates by book entry that a financial asset has been credited to the person's securities account;
(2) receives a financial asset from the person or acquires a financial asset for the person and, in either case, accepts it for credit to the person's securities account; or
(3) becomes obligated under other law, regulation, or rule to credit a financial asset to the person's securities account.
c. If a condition of subsection b. of this section has been met, a person has a security entitlement even though the securities intermediary does not itself hold the financial asset.
d. If a securities intermediary holds a financial asset for another person, and the financial asset is registered in the name of, payable to the order of, or specially 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.
L.1997,c.252,s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:8-502 - Assertion of Adverse Claim Against Entitlement Holder.

12A: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 12A:8-501 for value and without notice of the adverse claim.
L.1997,c.252,s.1.