Utah Code § 70A-8-401

Duty of issuer to register transfer
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(1) 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:
(a) under the terms of the security the person seeking registration of transfer is eligible to have
the security registered in its name;
(b) 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;
(c) reasonable assurance is given that the indorsement or instruction is genuine and authorized
as provided in Section 70A-8-402;
(d) any applicable law relating to the collection of taxes has been complied with;
(e) the transfer does not violate any restriction on transfer imposed by the issuer in accordance
with Section 70A-8-204;
(f) a demand that the issuer not register transfer has not become effective under Section
70A-8-403, or the issuer has complied with Subsection 70A-8-403(2) but no legal process or
indemnity bond is obtained as provided in Subsection 70A-8-403(4); and
(g) the transfer is in fact rightful or is to a protected purchaser.
(2) 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.
Repealed and Re-enacted by Chapter 204, 1996 General Session

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