KRS 355.8-401: Duty of issuer to register transfer.

(1) 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 transfe r as

requested if:

(a) Under the terms of the security the person seeking registration of transfer is

eligible to have the security registered in its name;

(b) 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;

(c) Reasonable assurance is given that the indorsement or instruction is genuine

and authorized (KRS 355.8-402);

(d) Any applicable law relating to the collection of taxes has been complied with;

(e) The transfer does not violate any restriction on transfer imposed by the issuer

in accordance with KRS 355.8-204;

(f) A demand that the issuer not register transfer has not become effective under

KRS 355.8 -403, or the issuer has complied with KRS 355.8 -403(2) but no

legal process or indemnity bond is obtained as provided in KRS 355.8-403(4);

and

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

(2) 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.