{"data":{"id":"us-ny/n.y.-uniform-commercial-code-law-8-401","jurisdiction":"us-ny","citation":"N.Y. Uniform Commercial Code Law § 8-401","heading":"Duty of Issuer to Register Transfer","body":"Section 8--401. Duty of Issuer to Register Transfer.\n  (a) If a certificated security in registered form is presented to an\nissuer with a request to register transfer or an instruction is\npresented to an issuer with a request to register transfer of an\nuncertificated security, the issuer shall register the transfer as\nrequested if:\n       (1) under the terms of the security the person seeking\n           registration of transfer is eligible to have the security\n           registered in its name;\n       (2) the indorsement or instruction is made by the appropriate\n           person or by an agent who has actual authority to act on\n           behalf of the appropriate person;\n       (3) reasonable assurance is given that the indorsement or\n           instruction is genuine and authorized (Section 8--402);\n       (4) any applicable law relating to the collection of taxes has\n           been complied with;\n       (5) the transfer does not violate any restriction on transfer\n           imposed by the issuer in accordance with Section 8--204;\n       (6) a demand that the issuer not register transfer has not become\n           effective under Section 8--403, or the issuer has complied\n           with Section 8--403(b) but no legal process or indemnity bond\n           is obtained as provided in Section 8--403(d); and\n       (7) the transfer is in fact rightful or is to a protected\n           purchaser.\n  (b) If an issuer is under a duty to register a transfer of a security,\nthe issuer is liable to a person presenting a certificated security or\nan instruction for registration or to the person's principal for loss\nresulting from unreasonable delay in registration or failure or refusal\nto register the transfer.","path":["Uniform Commercial Code Law","Article 8. Investment Securities","Part 4. Registration"],"source_url":"https://legislation.nysenate.gov/api/3/laws/UCC/8-401","current_through":"2026-09-11","vintage":"","retrieved_at":"2026-09-14T19:32:45Z","sha256":"91230fd635c602e4393b58318a48c2bdec7dbfd9d75602984f1b0e3b153d5e55","source_id":"us-ny","stale":false,"prev":"us-ny/n.y.-uniform-commercial-code-law-8-307","next":"us-ny/n.y.-uniform-commercial-code-law-8-402"},"notice":"GroundRules: Original legal text. Not legal advice."}