N.Y. Uniform Commercial Code Law Section 8-401
Duty of Issuer to Register Transfer

Section 8--401. Duty of Issuer to Register Transfer.

(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:

(1)

under the terms of the security the person seeking registration of transfer is eligible to have the security registered in its name;

(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;

(3)

reasonable assurance is given that the indorsement or instruction is genuine and authorized (Section 8--402);

(4)

any applicable law relating to the collection of taxes has been complied with;

(5)

the transfer does not violate any restriction on transfer imposed by the issuer in accordance with Section 8--204;

(6)

a demand that the issuer not register transfer has not become effective under Section 8--403, or the issuer has complied with Section 8--403(b) but no legal process or indemnity bond is obtained as provided in Section 8--403(d); and

(7)

the transfer is in fact rightful or is to a protected purchaser.

(b)

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.

Source: Section 8-401 — Duty of Issuer to Register Transfer, https://www.­nysenate.­gov/legislation/laws/UCC/8-401 (updated Sep. 22, 2014; accessed Jul. 19, 2025).

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Verified:
Jul. 19, 2025

Last modified:
Sep. 22, 2014

§ 8-401. Duty of Issuer to Register Transfer's source at nysenate​.gov

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