Utah Code § 75A-7-101 Reserved.
75A-7-101. Reserved.
Reserved.
Enacted by Chapter 364, 2024 General Session
Uniform Act for Simplification of Fiduciary Security Transfers
Utah Code tit. 75A, ch. 75A-7
in effectUtah Code § 75A-7-102 Definitions for chapter.
75A-7-102. Definitions for chapter.
As used in this chapter:
(1) "Assignment" includes any written stock power, bond power, bill of sale, deed, declaration of trust or other instrument of transfer.
(2) "Claim of beneficial interest" includes:
(a) a claim of any interest by a decedent's legatee, distributee, heir or creditor, a beneficiary under a trust, a ward, a beneficial owner of a security registered in the name of a nominee, or a minor owner of a security registered in the name of a custodian, or a claim of any similar interest, whether the claim is asserted by the claimant or by a fiduciary or by any other authorized person in his behalf; and
(b) a claim that the transfer would be in breach of fiduciary duties.
(3) "Corporation" means a private or public corporation, association or trust issuing a security.
(4) "Fiduciary" means an executor, administrator, trustee, guardian, committee, conservator, curator, tutor, custodian or nominee.
(5) "Security" includes any share of stock, bond, debenture, note or other security issued by a corporation which is registered as to ownership on the books of the corporation.
(6) "Transfer" means a change on the books of a corporation in the registered ownership of a security.
(7) "Transfer agent" means a person employed or authorized by a corporation to transfer securities issued by the corporation.
Amended by Chapter 310, 2025 General Session
Utah Code § 75A-7-103 Registration of security in the name of a fiduciary.
75A-7-103. Registration of security in the name of a fiduciary.
A corporation or transfer agent registering a security in the name of a person who is a fiduciary or who is described as a fiduciary is not bound to inquire into the existence, extent, or correct description of the fiduciary relationship, and thereafter the corporation and its transfer agent may assume without inquiry that the newly registered owner continues to be the fiduciary until the corporation or transfer agent receives written notice that the fiduciary is no longer acting as such with respect to the particular security.
Renumbered and Amended by Chapter 364, 2024 General Session
Utah Code § 75A-7-104 Assignment of security by a fiduciary.
75A-7-104. Assignment of security by a fiduciary.
Except as otherwise provided in this chapter, a corporation or transfer agent making a transfer of a security pursuant to an assignment by a fiduciary:
(1) may assume without inquiry that the assignment, even though to the fiduciary himself or to his nominee, is within his authority and capacity and is not in breach of his fiduciary duties;
(2) may assume without inquiry that the fiduciary has complied with any controlling instrument and with the law of the jurisdiction governing the fiduciary relationship, including any law requiring the fiduciary to obtain court approval of the transfer; and
(3) is not charged with notice of and is not bound to obtain or examine any court record or any recorded or unrecorded document relating to the fiduciary relationship or the assignment, even though the record or document is in its possession.
Renumbered and Amended by Chapter 364, 2024 General Session
Utah Code § 75A-7-105 Assignment of security by a fiduciary -- Evidence of appointment or incumbency.
75A-7-105. Assignment of security by a fiduciary -- Evidence of appointment or incumbency.
(1) A corporation or transfer agent making a transfer pursuant to an assignment by a fiduciary who is not the registered owner shall obtain the following evidence of appointment or incumbency:
(a) in the case of a fiduciary appointed or qualified by a court, a certificate issued by or under the direction or supervision of that court or an officer thereof and dated within 60 days before the transfer; or
(b) in any other case, a copy of a document showing the appointment or a certificate issued by or on behalf of a person reasonably believed by the corporation or transfer agent to be responsible or, in the absence of such a document or certificate, other evidence reasonably deemed by the corporation or transfer agent to be appropriate.
(2) Corporations and transfer agents may adopt standards with respect to evidence of appointment or incumbency under this subsection provided such standards are not manifestly unreasonable.
(3) Neither the corporation nor transfer agent is charged with notice of the contents of any document obtained pursuant to this subsection except to the extent that the contents relate directly to the appointment or incumbency.
Renumbered and Amended by Chapter 364, 2024 General Session
Utah Code § 75A-7-106 Adverse claims to transfer of security by a fiduciary -- Notice.
75A-7-106. Adverse claims to transfer of security by a fiduciary -- Notice.
(1)
(a) A person asserting a claim of beneficial interest adverse to the transfer of a security pursuant to an assignment by a fiduciary may give the corporation or transfer agent written notice of the claim.
(b) The corporation or transfer agent is not put on notice unless the written notice identifies the claimant, the registered owner and the issue of which the security is a part, provides an address for communications directed to the claimant and is received before the transfer.
(c) Nothing in this chapter relieves the corporation or transfer agent of any liability for making or refusing to make the transfer after it is so put on notice, unless it proceeds in the manner authorized in Subsection (2).
(2)
(a) As soon as practicable after the presentation of a security for transfer pursuant to an assignment by a fiduciary, a corporation or transfer agent which has received notice of a claim of beneficial interest adverse to the transfer may send notice of the presentation by registered or certified mail to the claimant at the address given by him.
(b) If the corporation or transfer agent so mails such a notice it shall withhold the transfer for 30 days after the mailing and shall then make the transfer unless restrained by a court order.
Renumbered and Amended by Chapter 364, 2024 General Session
Utah Code § 75A-7-107 Nonliability of corporation or transfer agent.
75A-7-107. Nonliability of corporation or transfer agent.
A corporation or transfer agent incurs no liability to any person by making a transfer or otherwise acting in a manner authorized by this chapter.
Renumbered and Amended by Chapter 364, 2024 General Session
Utah Code § 75A-7-108 Nonliability of third persons.
75A-7-108. Nonliability of third persons.
(1) A person who participates in the acquisition, disposition, assignment or transfer of a security by or to a fiduciary, including a person who guarantees the signature of the fiduciary, is not liable for participation in any breach of fiduciary duty by reason of failure to inquire whether the transaction involves such a breach unless it is shown that the person acted with actual knowledge that the proceeds of the transaction were being or were to be used wrongfully for the individual benefit of the fiduciary or that the transaction was otherwise in breach of duty.
(2) If a corporation or transfer agent makes a transfer pursuant to an assignment by a fiduciary, a person who guaranteed the signature of the fiduciary is not liable on the guarantee to any person to whom the corporation or transfer agent by reason of this chapter incurs no liability.
(3) This section does not impose any liability upon the corporation or the corporation's transfer agent.
Renumbered and Amended by Chapter 364, 2024 General Session
Utah Code § 75A-7-109 Territorial application of law to rights and duties of corporation or third persons.
75A-7-109. Territorial application of law to rights and duties of corporation or third persons.
(1) The rights and duties of a corporation and the corporation's transfer agents in registering a security in the name of a fiduciary or in making a transfer of a security pursuant to an assignment by a fiduciary are governed by the law of the jurisdiction under whose laws the corporation is organized.
(2) This chapter applies to the rights and duties of a person other than the corporation and its transfer agents with regard to acts and omissions in this state in connection with the acquisition, disposition, assignment, or transfer of a security by or to a fiduciary and of a person who guarantees in this state the signature of a fiduciary in connection with such a transaction.
Renumbered and Amended by Chapter 364, 2024 General Session
Utah Code § 75A-7-110 Tax obligations not affected .
75A-7-110. Tax obligations not affected .
This chapter does not affect any obligation of a corporation or transfer agent with respect to estate, inheritance, succession or other taxes imposed by the laws of this state.
Renumbered and Amended by Chapter 364, 2024 General Session
Utah Code § 75A-7-111 Construction.
75A-7-111. Construction.
This uniform act shall be so construed as to effectuate the act's general purpose to make uniform the law of those states which enact this uniform act.
Renumbered and Amended by Chapter 364, 2024 General Session
Source: Utah Office of Legislative Research and General Counsel (le.utah.gov)URL: https://le.utah.gov/xcode/Title75A/Chapter7/75A-7.html?v=C75A-7_2024090120240501Fetched: 10/26/2026