{"data":{"id":"us-ky/krs-355.8-110","jurisdiction":"us-ky","citation":"KRS 355.8-110","heading":"Applicability -- Choice of law.","body":"(1) The local law of the issuer's jurisdiction, as specified in subsection (4) of this\nsection, governs:\n(a) The validity of a security;\n(b) The rights and duties of the issuer with respect to registration of transfer;\n(c) The effectiveness of registration of transfer by the issuer;\n(d) Whether the issuer owes any duties to an adverse claimant to a security; and\n(e) Whether an adverse claim can be asserted against a person to whom transfer\nof a certificated or uncertificated security is registered or a person who obtains\ncontrol of an uncertificated security.\n(2) The local law of the securities intermediary's jurisdiction, as specified in subsection\n(5) of this section, governs:\n(a) Acquisition of a security entitlement from the securities intermediary;\n(b) The rights and duties of the securities intermediary and entitlement holder\narising out of a security entitlement;\n(c) Whether the securities intermediary owes any duties to an adverse claimant to\na security entitlement; and\n(d) Whether an adverse claim can be asserted against a person who acquires a\nsecurity entitlement from the securities intermediary or a person who\npurchases a security entitlement or interest therein from an entitlement holder.\n(3) The local law of the jurisdiction in which a security certificate is located at the time\nof delivery governs whether an adverse claim can be asserted against a person to\nwhom the security certificate is delivered.\n(4) (a) \"Issuer's jurisdiction\" means the jurisdiction under which the  issuer of the\nsecurity is organized or, if permitted by the law of that jurisdiction, the law of\nanother jurisdiction specified by the issuer.\n(b) An issuer organized under the law of this Commonwealth may specify the law\nof another jurisdiction as the la w governing the matters specified in\nsubsection (1)(b) to (e) of this section.\n(5) The following rules determine a \"securities intermediary's jurisdiction\" for purposes\nof this section:\n(a) If an agreement between the securities intermediary and its entitl ement holder\ngoverning the securities account expressly provides that a particular\njurisdiction is the securities intermediary's jurisdiction for purposes of this\npart of this article, this article, or Article 9 of this chapter, that jurisdiction is\nthe securities intermediary's jurisdiction;\n(b) If paragraph (a) of this subsection does not apply and an agreement between\nthe securities intermediary and its entitlement holder governing the securities\naccount expressly provides that the agreement is governed by the law of a\nparticular jurisdiction, that jurisdiction is the securities intermediary's\njurisdiction;\n(c) If neither paragraph (a) nor paragraph (b) of this subsection applies and an\nagreement between the securities intermediary and its entitlement hol der\ngoverning the securities account expressly provides that the securities account\nis maintained at an office in a particular jurisdiction, that jurisdiction is the\nsecurities intermediary's jurisdiction;\n(d) If none of the preceding paragraphs of this su bsection applies, the securities\nintermediary's jurisdiction is the jurisdiction in which the office identified in\nan account statement as the office serving the entitlement holder's account is\nlocated; and\n(e) If none of the preceding paragraphs of this s ubsection applies, the securities\nintermediary's jurisdiction is the jurisdiction in which the chief executive\noffice of the securities intermediary is located.\n(6) A securities intermediary's jurisdiction is not determined by the:\n(a) Physical location of certificates representing financial assets;\n(b) Jurisdiction in which is organized the issuer of the financial asset with respect\nto which an entitlement holder has a security entitlement; or\n(c) Location of facilities for data processing or other record keeping concerning\nthe account.\n(7) The local law of the issuer's jurisdiction or the securities intermediary's jurisdiction\ngoverns a matter or transaction specified in subsection (1) or (2) of this section even\nif the matter or transaction does not bear any relation to the jurisdiction.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=55666","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:58:46Z","sha256":"5397f2b6e86426a97d95de01856ff542c6da1a0cc39dc60d13741eb739cd39f0","source_id":"us-ky","stale":false,"prev":"us-ky/krs-355.8-109","next":"us-ky/krs-355.8-111"},"notice":"GroundRules: Original legal text. Not legal advice."}