13 Pa.C.S. Ch. 84

in effect

13 Pa.C.S. § 8401 Duty of issuer to register transfer.

(a) General rule.--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 8402); (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 8204 (relating to effect of issuer's restriction on transfer); (6) a demand that the issuer not register transfer has not become effective under section 8403 (relating to demand that issuer not register transfer) or the issuer has complied with section 8403(b) but no legal process or indemnity bond is obtained as provided in section 8403(d); and (7) the transfer is in fact rightful or is to a protected purchaser. (b) Liability for failure or delay in registration.--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.

13 Pa.C.S. § 8402 Assurance that indorsement or instruction is effective.

(a) Assurances that issuer may require.--An issuer may require the following assurance that each necessary indorsement or each instruction is genuine and authorized: (1) in all cases, a guaranty of the signature of the person making an indorsement or originating an instruction, including, in the case of an instruction, reasonable assurance of identity; (2) if the indorsement is made or the instruction is originated by an agent, appropriate assurance of actual authority to sign; (3) if the indorsement is made or the instruction is originated by a fiduciary pursuant to section 8107(a)(4) or (5) (relating to whether indorsement, instruction or entitlement order is effective), appropriate evidence of appointment or incumbency; (4) if there is more than one fiduciary, reasonable assurance that all who are required to sign have done so; and (5) if the indorsement is made or the instruction is originated by a person not covered by another provision of this subsection, assurance appropriate to the case corresponding as nearly as may be to the provisions of this subsection. (b) Additional assurances that issuer may require.--An issuer may elect to require reasonable assurance beyond that specified in this section. (c) Definitions.--As used in this section, the following words and phrases shall have the meanings given to them in this subsection: "Appropriate evidence of appointment or incumbency." (1) In the case of a fiduciary appointed or qualified by a court, a certificate issued by or under the direction or supervision of the court or an officer thereof and dated within 60 days before the date of presentation for transfer. (2) 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 an issuer to be responsible or, in the absence of that document or certificate, other evidence the issuer reasonably considers appropriate. "Guaranty of the signature." A guaranty signed by or on behalf of a person reasonably believed by the issuer to be responsible. An issuer may adopt standards with respect to responsibility if they are not manifestly unreasonable. Cross References. Section 8402 is referred to in section 8401 of this title.

13 Pa.C.S. § 8403 Demand that issuer not register transfer.

(a) General rule.--A person who is an appropriate person to make an indorsement or originate an instruction may demand that the issuer not register transfer of a security by communicating to the issuer a notification that identifies the registered owner and the issue of which the security is a part and provides an address for communications directed to the person making the demand. The demand is effective only if it is received by the issuer at a time and in a manner affording the issuer reasonable opportunity to act on it. (b) Subsequent request to register transfer.--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 after a demand that the issuer not register transfer has become effective, the issuer shall promptly communicate to the person who initiated the demand at the address provided in the demand and the person who presented the security for registration of transfer or initiated the instruction requesting registration of transfer a notification stating that: (1) the certificated security has been presented for registration of transfer or the instruction for registration of transfer of the uncertificated security has been received; (2) a demand that the issuer not register transfer had previously been received; and (3) the issuer will withhold registration of transfer for a period of time stated in the notification in order to provide the person who initiated the demand an opportunity to obtain legal process or an indemnity bond. (c) Period of time registration can be withheld under subsection (b)(3).--The period described in subsection (b)(3) may not exceed 30 days after the date of communication of the notification. A shorter period may be specified by the issuer if it is not manifestly unreasonable. (d) Limitation on liability of issuer.--An issuer is not liable to a person who initiated a demand that the issuer not register transfer for any loss the person suffers as a result of registration of a transfer pursuant to an effective indorsement or instruction if the person who initiated the demand does not, within the time stated in the issuer's communication, either: (1) obtain an appropriate restraining order, injunction or other process from a court of competent jurisdiction enjoining the issuer from registering the transfer; or (2) file with the issuer an indemnity bond, sufficient in the issuer's judgment to protect the issuer and any transfer agent, registrar or other agent of the issuer involved from any loss it or they may suffer by refusing to register the transfer. (e) Liability for registering transfer pursuant to ineffective indorsement or instruction.--This section does not relieve an issuer from liability for registering transfer pursuant to an indorsement or instruction that was not effective. Cross References. Section 8403 is referred to in sections 8401, 8404 of this title.

13 Pa.C.S. § 8404 Wrongful registration.

(a) General rule.--Except as otherwise provided in section 8406 (relating to obligation to notify issuer of lost, destroyed or wrongfully taken security certificate), an issuer is liable for wrongful registration of transfer if the issuer has registered a transfer of a security to a person not entitled to it and the transfer was registered: (1) pursuant to an ineffective indorsement or instruction; (2) after a demand that the issuer not register transfer became effective under section 8403(a) (relating to demand that issuer not register transfer) and the issuer did not comply with section 8403(b); (3) after the issuer had been served with an injunction, restraining order or other legal process enjoining it from registering the transfer, issued by a court of competent jurisdiction, and the issuer had a reasonable opportunity to act on the injunction, restraining order or other legal process; or (4) by an issuer acting in collusion with the wrongdoer. (b) Obligations of issuer.--An issuer that is liable for wrongful registration of transfer under subsection (a) on demand shall provide the person entitled to the security with a like certificated or uncertificated security and any payments or distributions that the person did not receive as a result of the wrongful registration. If an overissue would result, the issuer's liability to provide the person with a like security is governed by section 8210 (relating to overissue). (c) Registration pursuant to effective indorsement or instruction.--Except as otherwise provided in subsection (a) or in a law relating to the collection of taxes, an issuer is not liable to an owner or other person suffering loss as a result of the registration of a transfer of a security if registration was made pursuant to an effective indorsement or instruction. Cross References. Section 8404 is referred to in section 8406 of this title.

13 Pa.C.S. § 8405 Replacement of lost, destroyed or wrongfully taken security certificate.

(a) When owner entitled to new security.--If an owner of a certificated security, whether in registered or bearer form, claims that the certificate has been lost, destroyed or wrongfully taken, the issuer shall issue a new certificate if the owner: (1) so requests before the issuer has notice that the certificate has been acquired by a protected purchaser; (2) files with the issuer a sufficient indemnity bond; and (3) satisfies other reasonable requirements imposed by the issuer. (b) Rights and duties of issuer when original certificate presented for registration.--If, after the issue of a new security certificate, a protected purchaser of the original certificate presents it for registration of transfer, the issuer shall register the transfer unless an overissue would result. In that case, the issuer's liability is governed by section 8210 (relating to overissue). In addition to any rights on the indemnity bond, an issuer may recover the new certificate from a person to whom it was issued or any person taking under that person, except a protected purchaser. Cross References. Section 8405 is referred to in section 8406 of this title.

13 Pa.C.S. § 8406 Obligation to notify issuer of lost, destroyed or wrongfully taken security certificate.

If a security certificate has been lost, apparently destroyed or wrongfully taken and the owner fails to notify the issuer of that fact within a reasonable time after the owner has notice of it and the issuer registers a transfer of the security before receiving notification, the owner may not assert against the issuer a claim for registering the transfer under section 8404 (relating to wrongful registration) or a claim to a new security certificate under section 8405 (relating to replacement of lost, destroyed or wrongfully taken security certificate). Cross References. Section 8406 is referred to in section 8404 of this title.

13 Pa.C.S. § 8407 Authenticating trustee, transfer agent and registrar.

A person acting as authenticating trustee, transfer agent, registrar or other agent for an issuer in the registration of a transfer of its securities, in the issue of new security certificates or uncertificated securities or in the cancellation of surrendered security certificates has the same obligation to the holder or owner of a certificated or uncertificated security with regard to the particular functions performed as the issuer has in regard to those functions.

Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://www.palegis.us/statutes/consolidated/view-statute?txtType=HTM&ttl=13Fetched: 10/16/2026