Chapter 3Transfer of Certificated and Uncertificated Securities
Section § 8301
This law explains how a purchaser takes delivery of securities, which can be either certificated (with a physical certificate) or uncertificated (without a physical certificate). For certificated securities, delivery happens when the purchaser or a person acting on their behalf gains possession of the certificate, especially if it is registered specifically to them. For uncertificated securities, delivery occurs when the issuer registers the purchaser as the owner, or someone becomes or acknowledges they are holding it on behalf of the purchaser.
Section § 8302
When you buy a security, basically a financial investment, you generally get all the rights the person selling it had. But there are exceptions. If you buy only part of a security, you only get rights for that part. Also, if you previously owned a certificated security and knew someone else was making a legal claim against it, you don't get extra rights when you buy it from someone who's protected.
Section § 8303
This law defines a 'protected purchaser' as someone who buys a security (either physical or digital) and meets certain conditions. To be considered a protected purchaser, the buyer must: 1) give something of value, 2) have no knowledge of any issues or claims against the security, and 3) take control of the security. Once these criteria are met, the purchaser's interest in the security is protected against any previous claims or disputes related to it.
Section § 8304
This law explains the rules for endorsing, or formally approving, transfers of security certificates, which are like documents proving ownership of stocks or bonds. There are two types of endorsements: blank and special. A blank endorsement acts like a signature to transfer to anyone who holds the certificate, while a special one specifies a particular person to receive it. Simply endorsing isn't enough to complete the transfer; the certificate must be delivered, either alone or with the endorsement if it's on a separate document. If a buyer gets a registered security certificate without the necessary endorsement, they can gain full rights once it is provided. However, against the seller, the transfer is considered complete once delivered. An endorsement can also alert someone to any legal disputes over who actually owns the certificate, but it won't change the rights the owner has unless otherwise stated.
Section § 8305
If someone starts a securities instruction but leaves it incomplete, another person can finish it. The issuer, or the person responsible for carrying out the instruction, can trust the completed version, even if there are mistakes. If you start an instruction, you only promise to follow certain specified obligations, not that the issuer will honor the security itself, unless you've agreed otherwise.
Section § 8306
This law deals with guaranteeing signatures on security certificates and the related responsibilities. If you guarantee a signature, you're promising that the signature is real, the person signing is authorized, and they have legal capacity. There are extra promises if you specially guarantee a signature related to the registered owner and conditions of the transfer. However, the guarantor does not make any warranties about whether the transfer itself was legitimate, except under certain situations. If someone is harmed by a false guarantee, the guarantor might have to cover those losses. Also, companies can't demand these guarantees just to register a transfer.
Section § 8307
If you're selling a security (like a stock) and the buyer asks, you must give them what they need to officially prove they own it. But if you’re giving it away for free, you don't have to do this unless the buyer covers any costs. If you delay too long in providing the needed documents, the buyer can cancel the deal.