reglab/statecodes huggingface dataset:
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 81 - Short Title and General Matters › Section 8109 - Warranties in indirect holding

§ 8109. Warranties in indirect holding.
(a) Warranties of person originating entitlement order to securities intermediary.
--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) Warranties of person delivering security certificate or originating instruction.
--A person who delivers a security certificate to a securities intermediary for credit to a securities account or originates an instruction with respect to an uncertificated security directing that the uncertificated security be credited to a securities account makes to the securities intermediary the warranties specified in section 8108(a) or (b) (relating to warranties in direct holding).
(c) Warranties of securities intermediary.
--If a securities intermediary delivers a security certificate to its entitlement holder or causes its entitlement holder to be registered as the owner of an uncertificated security, the securities intermediary makes to the entitlement holder the warranties specified in section 8108(a) or (b).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 81 - Short Title and General Matters › Section 8111 - Clearing corporation rules

§ 8111. 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 title and affects another party who does not consent to the rule.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 81 - Short Title and General Matters › Section 8112 - Creditor's legal process

§ 8112. Creditor's legal process.
(a) Interest of debtor in certificated security.
--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) Interest of debtor in uncertificated security.
--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) Interest of debtor in security entitlement.
--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) Interest of debtor; secured party.
--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) Creditor; aid from court.
--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.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 81 - Short Title and General Matters › Section 8113 - Statute of frauds inapplicable

§ 8113. Statute of frauds inapplicable.
A contract or modification of a contract for the sale or purchase of a security is enforceable whether or not there is a writing signed or record authenticated by a party against whom enforcement is sought, even if the contract or modification is not capable of performance within one year of its making.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 81 - Short Title and General Matters › Section 8114 - Evidentiary rules concerning certificated securities

§ 8114. 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.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 81 - Short Title and General Matters › Section 8115 - Securities intermediary and others not liable to adverse claimant

§ 8115. Securities intermediary and others not liable to
adverse claimant.
A securities intermediary that has transferred a financial asset pursuant to an effective entitlement order, or a broker or other agent or bailee that has dealt with a financial asset at the direction of 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;
(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.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 81 - Short Title and General Matters › Section 8116 - Securities intermediary as purchaser for value

§ 8116. Securities intermediary as purchaser for value.
A securities intermediary that receives a financial asset and establishes a security entitlement to the financial asset in favor of an entitlement holder is a purchaser for value of the financial asset. A securities intermediary that acquires a security entitlement to a financial asset from another securities intermediary acquires the security entitlement for value if the securities intermediary acquiring the security entitlement establishes a security entitlement to the financial asset in favor of an entitlement holder.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 82 - Issue and Issuer › Extra - Chapter Notes

Enactment.
Chapter 82 was added May 22, 1996, P.L.248, No.44, effective in 180 days.
Prior Provisions.
Former Chapter 82, which related to the same subject matter, was added November 1,
            1979, P.L.255, No.86, and repealed May 22, 1996, P.L.248, No.44, effective in 180
            days.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 82 - Issue and Issuer › Section 8201 - Issuer

transfer.
8205. Effect of unauthorized signature on security certificate.
8206. Completion or alteration of security certificate.
8207. Rights and duties of issuer with respect to registered owners.
8208. Effect of signature of authenticating trustee, registrar or transfer agent.
8209. Issuer's lien.
8210. Overissue.
Enactment.
Chapter 82 was added May 22, 1996, P.L.248, No.44, effective in 180 days.
Prior Provisions.
Former Chapter 82, which related to the same subject matter, was added November 1, 1979, P.L.255, No.86, and repealed May 22, 1996, P.L.248, No.44, effective in 180 days.
§ 8201. Issuer.
(a) General rule.--
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) Guarantor.--
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) Person for whom transfer books maintained.--
With respect to a registration of a transfer, issuer means a person on whose behalf transfer books are maintained.
Cross References.
Section 8201 is referred to in sections 8102, 9102 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 82 - Issue and Issuer › Section 8203 - Staleness as notice of defect or defense

§ 8203. Staleness as notice of defect or defense.
After an act or event, other than a call that has been revoked, creating a right to immediate performance of the principal obligation represented by a certificated security or setting a date on or after which the security is to be presented or surrendered for redemption or exchange, a purchaser is charged with notice of any defect in its issue or defense of the issuer, if the act or event:
(1) requires the payment of money, the delivery of a certificated security, the registration of transfer of an uncertificated security or any of them on presentation or surrender of the security certificate, the money or security is available on the date set for payment or exchange, and the purchaser takes the security more than one year after that date; or
(2) is not covered by paragraph (1) 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.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 82 - Issue and Issuer › Section 8204 - Effect of issuer's restriction on transfer

§ 8204. Effect of issuer's restriction on transfer.
A restriction on transfer of a security imposed by the issuer, even if otherwise lawful, is ineffective against 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.
Cross References.
Section 8204 is referred to in section 8401 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 82 - Issue and Issuer › Section 8205 - Effect of unauthorized signature on security certificate

§ 8205. Effect of unauthorized signature on security
certificate.
An unauthorized signature placed on a security certificate before or in the course of issue is ineffective, but the signature is effective in favor of a purchaser for value of the certificated security if the purchaser is without notice of the lack of authority and the signing has been done by:
(1) an authenticating trustee, registrar, transfer agent or other person entrusted by the issuer with the signing of the security certificate or of similar security certificates or the immediate preparation for signing of any of them; or
(2) an employee of the issuer, or of any of the persons listed in paragraph (1), entrusted with responsible handling of the security certificate.
Cross References.
Section 8205 is referred to in section 8202 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 82 - Issue and Issuer › Section 8206 - Completion or alteration of security certificate

§ 8206. Completion or alteration of security certificate.
(a) Completion of security certificate.
--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) Enforceability of improperly altered security certificate.
--A complete security certificate that has been improperly altered, even if fraudulently, remains enforceable, but only according to its original terms.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 82 - Issue and Issuer › Section 8207 - Rights and duties of issuer with respect to registered owners

§ 8207. Rights and duties of issuer with respect to registered
owners.
(a) General rule.
--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) Liability of registered owner for calls, etc., unaffected.
--This division does not affect the liability of the registered owner of a security for a call, assessment or the like.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 82 - Issue and Issuer › Section 8208 - Effect of signature of authenticating trustee, registrar or transfer agent

§ 8208. Effect of signature of authenticating trustee,
registrar or transfer agent.
(a) General rule.
--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) Limitation.
--Unless otherwise agreed, a person signing under subsection (a) does not assume responsibility for the validity of the security in other respects.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 82 - Issue and Issuer › Section 8209 - Issuer's lien

§ 8209. Issuer's lien.
A lien in favor of an issuer upon a certificated security is valid against a purchaser only if the right of the issuer to the lien is noted conspicuously on the security certificate.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 82 - Issue and Issuer › Section 8210 - Overissue

§ 8210. Overissue.
(a) Definition of "overissue".
--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) Application of certain provisions limited in cases of overissue.
--Except as otherwise provided in subsections (c) and (d), the provisions of this division 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) Purchase may be compelled.
--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) Recovery of price paid plus interest.
--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.
Cross References.
Section 8210 is referred to in sections 8102, 8404, 8405 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 83 - Transfer of Certificated and Uncertificated Securities › Extra - Chapter Notes

Enactment.
Chapter 83 was added May 22, 1996, P.L.248, No.44, effective in 180 days.
Prior Provisions.
Former Chapter 83, which related to transfer, was added November 1, 1979, P.L.255,
            No.86, and repealed May 22, 1996, P.L.248, No.44, effective in 180 days.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 83 - Transfer of Certificated and Uncertificated Securities › Section 8301 - Delivery

transfer.
Enactment.
Chapter 83 was added May 22, 1996, P.L.248, No.44, effective in 180 days.
Prior Provisions.
Former Chapter 83, which related to transfer, was added November 1, 1979, P.L.255, No.86, and repealed May 22, 1996, P.L.248, No.44, effective in 180 days.
§ 8301. Delivery.
(a) Delivery of certificated security.--
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 indorsed to the purchaser by an effective indorsement and has not been indorsed to the securities intermediary or in blank.
(b) Delivery of uncertificated security.--
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.
(June 8, 2001, P.L.123, No.18, eff. July 1, 2001)
2001 Amendment.
Act 18 amended subsec. (a)(3).
Cross References.
Section 8301 is referred to in sections 8102, 8104, 9203, 9313 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 83 - Transfer of Certificated and Uncertificated Securities › Section 8302 - Rights of purchaser

§ 8302. Rights of purchaser.
(a) Rights acquired by purchaser.
--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) Rights acquired by purchaser of limited interest.
--A purchaser of a limited interest acquires rights only to the extent of the interest purchased.
(c) Limitation on rights acquired from protected purchaser.
--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. (June 8, 2001, P.L.123, No.18, eff. July 1, 2001)
2001 Amendment.
Act 18 amended subsec. (a).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 83 - Transfer of Certificated and Uncertificated Securities › Section 8303 - Protected purchaser

§ 8303. Protected purchaser.
(a) Definition of "protected purchaser".
--"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) Rights acquired by protected purchaser.
--In addition to acquiring the rights of a purchaser, a protected purchaser also acquires its interest in the security free of any adverse claim.
Cross References.
Section 8303 is referred to in section 8102 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 83 - Transfer of Certificated and Uncertificated Securities › Section 8304 - Indorsement

§ 8304. Indorsement.
(a) Blank and special indorsement.
--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) Effect of partial indorsement.
--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) Effect of indorsement without delivery.
--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) Effect of delivery without indorsement; right to compel indorsement.
--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) Indorsement of security certificate in bearer form.
--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) Indorser not a guarantor.
--Unless otherwise agreed, a person making an indorsement assumes only the obligations provided in section 8108 (relating to warranties in direct holding) and not an obligation that the security will be honored by the issuer.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 83 - Transfer of Certificated and Uncertificated Securities › Section 8305 - Instruction

§ 8305. Instruction.
(a) Instruction originated by appropriate person.
--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) Person initiating instruction not a guarantor.
--Unless otherwise agreed, a person initiating an instruction assumes only the obligations imposed by section 8108 (relating to warranties in direct holding) and not an obligation that the security will be honored by the issuer.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 83 - Transfer of Certificated and Uncertificated Securities › Section 8307 - Purchaser's right to requisites for registration of transfer

§ 8307. 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.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 84 - Registration › Extra - Chapter Notes

Enactment.
Chapter 84 was added May 22, 1996, P.L.248, No.44, effective in 180 days.
Prior Provisions.
Former Chapter 84, which related to the same subject matter, was added November 1,
            1979, P.L.255, No.86, and repealed May 22, 1996, P.L.248, No.44, effective in 180
            days.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 84 - Registration › Section 8401 - Duty of issuer to register transfer

transfer.
8402. Assurance that indorsement or instruction is effective.
8403. Demand that issuer not register transfer.
8404. Wrongful registration.
8405. Replacement of lost, destroyed or wrongfully taken security certificate.
8406. Obligation to notify issuer of lost, destroyed or wrongfully taken security certificate.
8407. Authenticating trustee, transfer agent and registrar.
Enactment.
Chapter 84 was added May 22, 1996, P.L.248, No.44, effective in 180 days.
Prior Provisions.
Former Chapter 84, which related to the same subject matter, was added November 1, 1979, P.L.255, No.86, and repealed May 22, 1996, P.L.248, No.44, effective in 180 days.
§ 8401. Duty of issuer to register transfer.
(a) General rule.--
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 8402);
(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 8204 (relating to effect of issuer's restriction on transfer);
(6) a demand that the issuer not register transfer has not become effective under section 8403 (relating to demand that issuer not register transfer) or the issuer has complied with section 8403(b) but no legal process or indemnity bond is obtained as provided in section 8403(d); and
(7) the transfer is in fact rightful or is to a protected purchaser.
(b) Liability for failure or delay in registration.--
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.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 84 - Registration › Section 8402 - Assurance that indorsement or instruction is effective

§ 8402. Assurance that indorsement or instruction is effective.
(a) Assurances that issuer may require.
--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 8107(a)(4) or
(5) (relating to whether indorsement, instruction or entitlement order is effective), 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) Additional assurances that issuer may require.
--An issuer may elect to require reasonable assurance beyond that specified in this section.
(c) Definitions.
--As used in this section, the following words and phrases shall have the meanings given to them in this subsection: "Appropriate evidence of appointment or incumbency."
(1) 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.
(2) 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. "Guaranty of the signature." 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.
Cross References.
Section 8402 is referred to in section 8401 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 84 - Registration › Section 8404 - Wrongful registration

§ 8404. Wrongful registration.
(a) General rule.
--Except as otherwise provided in section 8406 (relating to obligation to notify issuer of lost, destroyed or wrongfully taken security certificate), 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 8403(a) (relating to demand that issuer not register transfer) and the issuer did not comply with section 8403(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) Obligations of issuer.
--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 8210 (relating to overissue).
(c) Registration pursuant to effective indorsement or instruction.
--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.
Cross References.
Section 8404 is referred to in section 8406 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 84 - Registration › Section 8405 - Replacement of lost, destroyed or wrongfully taken security certificate

§ 8405. Replacement of lost, destroyed or wrongfully taken
security certificate.
(a) When owner entitled to new security.
--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) Rights and duties of issuer when original certificate presented for registration.
--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 8210 (relating to overissue). 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.
Cross References.
Section 8405 is referred to in section 8406 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 84 - Registration › Section 8406 - Obligation to notify issuer of lost, destroyed or wrongfully taken security certificate

§ 8406. 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 8404 (relating to wrongful registration) or a claim to a new security certificate under section 8405 (relating to replacement of lost, destroyed or wrongfully taken security certificate).
Cross References.
Section 8406 is referred to in section 8404 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 84 - Registration › Section 8407 - Authenticating trustee, transfer agent and registrar

§ 8407. 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.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 85 - Security Entitlements › Extra - Chapter Notes

Enactment.
Chapter 85 was added May 22, 1996, P.L.248, No.44, effective in 180 days.
Cross References.
Chapter 85 is referred to in sections 8102, 8104 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 85 - Security Entitlements › Section 8501 - Securities account; acquisition of security entitlement from securities intermediary

§ 8501. Securities account; acquisition of security entitlement from securities intermediary.
(a) Definition of "securities account".--
"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) Acquisition of securities entitlement.--
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) Financial asset not held by securities intermediary.--
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) Financial asset held by securities intermediary for another person.--
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 security.--
Issuance of a security is not establishment of a security entitlement.
Cross References.
Section 8501 is referred to in sections 8102, 8104, 8502, 9102 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 85 - Security Entitlements › Section 8502 - Assertion of adverse claim against entitlement holder

§ 8502. 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 8501 (relating to securities account; acquisition of security entitlement from securities intermediary) for value and without notice of the adverse claim.
Cross References.
Section 8502 is referred to in section 8510 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 85 - Security Entitlements › Section 8504 - Duty of securities intermediary to maintain financial asset

§ 8504. Duty of securities intermediary to maintain financial
asset.
(a) General rule.
--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) Grant of security interest in financial asset.
--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) Satisfaction of duty under subsection (a).
--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) Application to clearing corporations.
--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.
Cross References.
Section 8504 is referred to in sections 8503, 8509 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 85 - Security Entitlements › Section 8505 - Duty of securities intermediary with respect to payments and distributions

§ 8505. Duty of securities intermediary with respect to
payments and distributions.
(a) Duty of securities intermediary to obtain payment or distribution.
--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) Obligation of securities intermediary to entitlement holder.
--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.
Cross References.
Section 8505 is referred to in sections 8503, 8509 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 85 - Security Entitlements › Section 8506 - Duty of securities intermediary to exercise rights as directed by entitlement holder

§ 8506. Duty of securities intermediary to exercise rights as
directed by entitlement holder.
A securities intermediary shall exercise rights with respect to a financial asset if directed to do so by an entitlement holder. A securities intermediary satisfies the duty if:
(1) the securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or
(2) in the absence of agreement, the securities intermediary either places the entitlement holder in a position to exercise the rights directly or exercises due care in accordance with reasonable commercial standards to follow the direction of the entitlement holder.
Cross References.
Section 8506 is referred to in sections 8503, 8509 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 85 - Security Entitlements › Section 8507 - Duty of securities intermediary to comply with entitlement order

§ 8507. Duty of securities intermediary to comply with
entitlement order.
(a) General rule.
--A securities intermediary shall comply with an entitlement order if the entitlement order is originated by the appropriate person, the securities intermediary has had reasonable opportunity to assure itself that the entitlement order is genuine and authorized and the securities intermediary has had reasonable opportunity to comply with the entitlement order. A securities intermediary satisfies the duty if:
(1) the securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or
(2) in the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to comply with the entitlement order.
(b) Transfer pursuant to ineffective entitlement order.
--If a securities intermediary transfers a financial asset pursuant to an ineffective entitlement order, the securities intermediary shall reestablish a security entitlement in favor of the person entitled to it and pay or credit any payments or distributions that the person did not receive as a result of the wrongful transfer. If the securities intermediary does not reestablish a security entitlement, the securities intermediary is liable to the entitlement holder for damages.
Cross References.
Section 8507 is referred to in sections 8503, 8509 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 85 - Security Entitlements › Section 8508 - Duty of securities intermediary to change entitlement holder's position to other form of security holding

§ 8508. Duty of securities intermediary to change entitlement
holder's position to other form of security holding.
A securities intermediary shall act at the direction of an entitlement holder to change a security entitlement into another available form of holding for which the entitlement holder is eligible or to cause the financial asset to be transferred to a securities account of the entitlement holder with another securities intermediary. A securities intermediary satisfies the duty if:
(1) the securities intermediary acts as agreed upon by the entitlement holder and the securities intermediary; or
(2) in the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to follow the direction of the entitlement holder.
Cross References.
Section 8508 is referred to in sections 8503, 8509 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 85 - Security Entitlements › Section 8509 - Specification of duties of securities intermediary by other statute or regulation; manner of performance of duties of securities intermediary and exercise of rights of entitlement holder

§ 8509. Specification of duties of securities intermediary by
other statute or regulation; manner of performance of
duties of securities intermediary and exercise of
rights of entitlement holder.
(a) Compliance with statute, etc., satisfies duty.
--If the substance of a duty imposed upon a securities intermediary by sections 8504 (relating to duty of securities intermediary to maintain financial asset) through 8508 (relating to duty of securities intermediary to change entitlement holder's position to other form of security holding) is the subject of another statute, regulation or rule, compliance with that statute, regulation or rule satisfies the duty.
(b) When standards not specified in statute, etc.
--To the extent that specific standards for the performance of the duties of a securities intermediary or the exercise of the rights of an entitlement holder are not specified by other statute, regulation or rule or by agreement between the securities intermediary and entitlement holder, the securities intermediary shall perform its duties and the entitlement holder shall exercise its rights in a commercially reasonable manner.
(c) Limitations on obligations of securities intermediary.
-- The obligation of a securities intermediary to perform the duties imposed by sections 8504 through 8508 is subject to:
(1) rights of the securities intermediary arising out of a security interest under a security agreement with the entitlement holder or otherwise; and
(2) rights of the securities intermediary under other law, regulation, rule or agreement to withhold performance of its duties as a result of unfulfilled obligations of the entitlement holder to the securities intermediary.
(d) When action prohibited by statute, etc.
--Sections 8504 through 8508 do not require a securities intermediary to take any action that is prohibited by other statute, regulation or rule.