N.D. Cent. Code § 41-08-37: (8-404) Wrongful registration

1.Except as otherwise provided in section 41-08-39, 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:

a.Pursuant to an ineffective endorsement or instruction;

b.After a demand that the issuer not register transfer became effective under subsection 1 of section 41-08-36 and the issuer did not comply with subsection 2 of section 41-08-36;

c.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

d.By an issuer acting in collusion with the wrongdoer.

2.An issuer that is liable for wrongful registration of transfer under subsection 1 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 41-08-26.

3.Except as otherwise provided in subsection 1 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 endorsement or instruction.