DIVISION 8. INVESTMENT SECURITIES [8101. - 8603.]
Division 8 repealed and added by Stats. 1996, Ch. 497, Sec. 9.
§§ 8101–8603 · 53 sections
CHAPTER 1. Short Title and General Matters §§ 8101–8116 · 16 sections
- § 8101 This division may be cited as Uniform Commercial Code—Investment Securities.
- § 8102 (a) In this division: (1) “Adverse claim” means a claim that a claimant has a property interest in a financial asset and that it is a violation of the rights…
- § 8103 (a) A share or similar equity interest issued by a corporation, business trust, joint stock company, or similar entity is a security. (b) An “investment…
- § 8104 (a) A person acquires a security or an interest therein, under this division, if either of the following applies: (1) The person is a purchaser to whom a…
- § 8105 (a) A person has notice of an adverse claim if any of the following applies: (1) The person knows of the adverse claim. (2) The person is aware of facts…
- § 8106 (a) A purchaser has “control” of a certificated security in bearer form if the certificated security is delivered to the purchaser. (b) A purchaser has…
- § 8107 (a) “Appropriate person” means any of the following: (1) With respect to an endorsement, the person specified by a security certificate or by an effective…
- § 8108 (a) A person who transfers a certificated security to a purchaser for value warrants to the purchaser, and an endorser, if the transfer is by endorsement,…
- § 8109 (a) A person who originates an entitlement order to a securities intermediary warrants all of the following to the securities intermediary: (1) The entitlement…
- § 8110 (a) The local law of the issuer’s jurisdiction, as specified in subdivision (d), governs the following: (1) The validity of a security. (2) The rights and…
- § 8111 A rule adopted by a clearing corporation governing rights and obligations among the clearing corporation and its participants in the clearing corporation is…
- § 8112 (a) The interest of a debtor in a certificated security may be reached by a creditor only by actual seizure of the security certificate by the officer making…
- § 8113 A contract or modification of a contract for the sale or purchase of a security is enforceable whether or not there is a writing signed or record authenticated…
- § 8114 The following rules apply in an action on a certificated security against the issuer: (a) Unless specifically denied in the pleadings, each signature on a…
- § 8115 A securities intermediary that has transferred a financial asset pursuant to an effective entitlement order, or a broker or other agent or bailee that has…
- § 8116 A securities intermediary that receives a financial asset and establishes a security entitlement to the financial asset in favor of an entitlement holder is a…
CHAPTER 2. Issue and Issuer §§ 8201–8210 · 10 sections
- § 8201 (a) With respect to an obligation on or a defense to a security, an “issuer” includes a person that does any of the following: (1) Places or authorizes the…
- § 8202 (a) Even against a purchaser for value and without notice, the terms of a certificated security include terms stated on the certificate and terms made part of…
- § 8203 After an act or event, other than a call that has been revoked, creating a right to immediate performance of the principal obligation represented by a…
- § 8204 A restriction on transfer of a security imposed by the issuer, even if otherwise lawful, is ineffective against a person without knowledge of the restriction…
- § 8205 An unauthorized signature placed on a security certificate before or in the course of issue is ineffective, but the signature is effective in favor of a…
- § 8206 (a) If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect, the following apply: (1) Any…
- § 8207 (a) Before due presentment for registration of transfer of a certificated security in registered form or of an instruction requesting registration of transfer…
- § 8208 (a) A person signing a security certificate as authenticating trustee, registrar, transfer agent, or the like, warrants all of the following to a purchaser for…
- § 8209 A lien in favor of an issuer upon a certificated security is valid against a purchaser only if the right of the issuer to the lien is noted conspicuously on…
- § 8210 (a) In this section, “overissue” means the issue of securities in excess of the amount the issuer has corporate power to issue, but an overissue does not occur…
CHAPTER 3. Transfer of Certificated and Uncertificated Securities §§ 8301–8307 · 7 sections
- § 8301 (a) Delivery of a certificated security to a purchaser occurs when any of the following occur: (1) The purchaser acquires possession of the security…
- § 8302 (a) Except as otherwise provided in subdivisions (b) and (c), a purchaser of a certificated or uncertificated security acquires all rights in the security that…
- § 8303 (a) “Protected purchaser” means a purchaser of a certificated or uncertificated security, or of an interest therein, who does all of the following: (1) Gives…
- § 8304 (a) An endorsement may be in blank or special. An endorsement in blank includes an endorsement to bearer. A special endorsement specifies to whom a security is…
- § 8305 (a) If an instruction has been originated by an appropriate person but is incomplete in any other respect, any person may complete it as authorized and the…
- § 8306 (a) A person who guarantees a signature of an endorser of a security certificate warrants that at the time of signing all of the following were true: (1) The…
- § 8307 Unless otherwise agreed, the transferor of a security on due demand shall supply the purchaser with proof of authority to transfer or with any other requisite…
CHAPTER 4. Registration §§ 8401–8407 · 7 sections
- § 8401 (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…
- § 8402 (a) An issuer may require the following assurance that each necessary endorsement or each instruction is genuine and authorized: (1) In all cases, a guaranty…
- § 8403 (a) A person who is an appropriate person to make an endorsement or originate an instruction may demand that the issuer not register transfer of a security by…
- § 8404 (a) Except as otherwise provided in Section 8406, an issuer is liable for wrongful registration of transfer if the issuer has registered a transfer of a…
- § 8405 (a) If an owner of a certificated security, whether in registered or bearer form, claims that the certificate has been lost, destroyed, or wrongfully taken,…
- § 8406 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…
- § 8407 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…
CHAPTER 5. Security Entitlements §§ 8501–8511 · 11 sections
- § 8501 (a) “Securities account” means an account to which a financial asset is or may be credited in accordance with an agreement under which the person maintaining…
- § 8502 An action based on an adverse claim to a financial asset, whether framed in conversion, replevin, constructive trust, equitable lien, or other theory, may not…
- § 8503 (a) To the extent necessary for a securities intermediary to satisfy all security entitlements with respect to a particular financial asset, all interests in…
- § 8504 (a) A securities intermediary shall promptly obtain and thereafter maintain a financial asset in a quantity corresponding to the aggregate of all security…
- § 8505 (a) A securities intermediary shall take action to obtain a payment or distribution made by the issuer of a financial asset. A securities intermediary…
- § 8506 A securities intermediary shall exercise rights with respect to a financial asset if directed to do so by an entitlement holder. A securities intermediary…
- § 8507 (a) A securities intermediary shall comply with an entitlement order if the entitlement order is originated by the appropriate person, the securities…
- § 8508 A securities intermediary shall act at the direction of an entitlement holder to change a security entitlement into another available form of holding for which…
- § 8509 (a) If the substance of a duty imposed upon a securities intermediary by Sections 8504 to 8508, inclusive, is the subject of a federal statute, regulation, or…
- § 8510 (a) In a case not covered by the priority rules in Division 9 (commencing with Section 9101) or the rules stated in subdivision (c), an action based on an…
- § 8511 (a) Except as otherwise provided in subdivisions (b) and (c), if a securities intermediary does not have sufficient interests in a particular financial asset…
CHAPTER 6. Transition Provisions §§ 8601–8603 · 2 sections