D.C. Code § 28:8-401: 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 (§ 28:8-402);

(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 § 28:8-204;

(6)

A demand that the issuer not register transfer has not become effective under § 28:8-403, or the issuer has complied with § 28:8-403(b) but no legal process or indemnity bond is obtained as provided in § 28:8-403(d); and

(7)

The transfer is in fact rightful or is to a protected purchaser.

(b)

If an issuer is under a duty to register a transfer of a security, the issuer is liable to a person presenting a certificated security or an instruction for registration or to the person’s principal for loss resulting from unreasonable delay in registration or failure or refusal to register the transfer.