{"data":{"id":"us-nj/n.j.-stat.-12a-8-401","jurisdiction":"us-nj","citation":"N.J. Stat. § 12A:8-401","heading":"Duty of Issuer to Register Transfer.","body":"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:\n(1) under the terms of the security the person seeking registration of transfer is eligible to have the security registered in its name;\n(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;\n(3) reasonable assurance is given that the indorsement or instruction is genuine and authorized (12A:8-402);\n(4) any applicable law relating to the collection of taxes has been complied with;\n(5) the transfer does not violate any restriction on transfer imposed by the issuer in accordance with 12A:8-204;\n(6) a demand that the issuer not register transfer has not become effective under 12A:8-403, or the issuer has complied with subsection b. of 12A:8-403 but no legal process or indemnity bond is obtained as provided in subsection d. of 12A:8-403; and\n(7) the transfer is in fact rightful or is to a protected purchaser.\nb.  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.\nL.1997,c.252,s.1.","path":["TITLE 12A COMMERCIAL TRANSACTIONS"],"source_url":"https://pub.njleg.state.nj.us/statutes/STATUTES-TEXT.zip","current_through":"P.L.2025, c.405, and J.R.22","vintage":"","retrieved_at":"2026-08-27T17:54:13Z","sha256":"b9e8f5a8b445a2d6c61782f83ab840be50ffb318429a01598f0bf117bba01d64","source_id":"us-nj","stale":true,"prev":"us-nj/n.j.-stat.-12a-8-307","next":"us-nj/n.j.-stat.-12a-8-402"},"notice":"GroundRules: Original legal text. Not legal advice."}