7-8-204
Section 7-8-204 Effect of issuer's restriction on transfer. 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 unless: (1) the security is certificated and the restriction
is noted conspicuously on the security certificate; or (2) the security is uncertificated
and the registered owner has been notified of the restriction. (Acts 1965, No. 549, p. 811;
repealed by Acts 1996, No. 96-742, p. 1241, §1; added by Acts 1996, No. 96-742, p. 1241,
§1.)...
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7-8-108
Section 7-8-108 Warranties in direct holding. (a) A person who transfers a certificated security
to a purchaser for value warrants to the purchaser, and an indorser, if the transfer is by
indorsement, warrants to any subsequent purchaser, that: (1) the certificate is genuine and
has not been materially altered; (2) the transferor or indorser does not know of any fact
that might impair the validity of the security; (3) there is no adverse claim to the security;
(4) the transfer does not violate any restriction on transfer; (5) if the transfer is by indorsement,
the indorsement is made by an appropriate person, or if the indorsement is by an agent, the
agent has actual authority to act on behalf of the appropriate person; and (6) the transfer
is otherwise effective and rightful. (b) A person who originates an instruction for registration
of transfer of an uncertificated security to a purchaser for value warrants to the purchaser
that: (1) the instruction is made by an appropriate person,...
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7-8-404
Section 7-8-404 Wrongful registration. (a) Except as otherwise provided in Section 7-8-406,
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 7-8-403(a) and the issuer did not comply with Section
7-8-403(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) 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...
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7-8-401
Section 7-8-401 Duty of issuer to register transfer. (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 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 7-8-402); (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 7-8-204;
(6) a demand that the issuer not register transfer has not...
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7-8-106
Section 7-8-106 Control. (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 "control" of a certificated security in registered form if the certificated
security is delivered to the purchaser, and: (1) the certificate is indorsed to the purchaser
or in blank by an effective indorsement; or (2) the certificate is registered in the name
of the purchaser, upon original issue or registration of transfer by the issuer. (c) A purchaser
has "control" of an uncertificated security if: (1) the uncertificated security
is delivered to the purchaser; or (2) the issuer has agreed that it will comply with instructions
originated by the purchaser without further consent by the registered owner. (d) A purchaser
has "control" of a security entitlement if: (1) the purchaser becomes the entitlement
holder; (2) the securities intermediary has agreed that it will comply with entitlement orders
originated by...
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7-8-110
Section 7-8-110 Applicability; choice of law. (a) The local law of the issuer's jurisdiction,
as specified in subsection (d), governs: (1) the validity of a security; (2) the rights and
duties of the issuer with respect to registration of transfer; (3) the effectiveness of registration
of transfer by the issuer; (4) whether the issuer owes any duties to an adverse claimant to
a security; and (5) whether an adverse claim can be asserted against a person to whom transfer
of a certificated or uncertificated security is registered or a person who obtains control
of an uncertificated security. (b) The local law of the securities intermediary's jurisdiction,
as specified in subsection (e), governs: (1) acquisition of a security entitlement from the
securities intermediary; (2) the rights and duties of the securities intermediary and entitlement
holder arising out of a security entitlement; (3) whether the securities intermediary owes
any duties to an adverse claimant to a security...
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35-5A-10
Section 35-5A-10 Manner of creating custodial property and effecting transfer; form of transfer;
control of custodial property. (a) Custodial property is created and a transfer is made whenever:
(1) An uncertificated security or a certificated security in registered form is either: a.
Registered in the name of the transferor, an adult other than the transferor, or a trust company,
followed in substance by the words: "as custodian for _____ (name of minor) under the
Alabama Uniform Transfers to Minors Act"; or b. Delivered if in certificated form, or
any document necessary for the transfer of an uncertificated security is delivered, together
with any necessary endorsement to an adult other than the transferor or to a trust company
as custodian, accompanied by an instrument in substantially the form set forth in subsection
(b); (2) Money is paid or delivered to a broker or financial institution for credit to an
account in the name of the transferor, an adult other than the transferor, or...
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7-8-107
Section 7-8-107 Whether indorsement, instruction, or entitlement order is effective. (a) "Appropriate
person" means: (1) with respect to an indorsement, the person specified by a security
certificate or by an effective special indorsement to be entitled to the security; (2) with
respect to an instruction, the registered owner of an uncertificated security; (3) with respect
to an entitlement order, the entitlement holder; (4) if the person designated in paragraph
(1), (2), or (3) is deceased, the designated person's successor taking under other law or
the designated person's personal representative acting for the estate of the decedent; or
(5) if the person designated in paragraph (1), (2), or (3) lacks capacity, the designated
person's guardian, conservator, or other similar representative who has power under other
law to transfer the security or financial asset. (b) An indorsement, instruction, or entitlement
order is effective if: (1) it is made by the appropriate person; (2) it is...
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7-8-301
Section 7-8-301 Delivery. (a) Delivery of a certificated security to a purchaser occurs when:
(1) the purchaser acquires possession of the security certificate; (2) another person, other
than a securities intermediary, either acquires possession of the security certificate on
behalf of the purchaser or, having previously acquired possession of the certificate, acknowledges
that it holds for the purchaser; or (3) a securities intermediary acting on behalf of the
purchaser acquires possession of the security certificate, only if the certificate is in registered
form and is (i) registered in the name of the purchaser, (ii) payable to the order of the
purchaser, or (iii) specially indorsed to the purchaser by an effective indorsement and has
not been indorsed to the securities intermediary or in blank. (b) Delivery of an uncertificated
security to a purchaser occurs when: (1) the issuer registers the purchaser as the registered
owner, upon original issue or registration of transfer; or (2)...
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7-8-102
Section 7-8-102 Definitions. (a) In this article: (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 of the claimant for another person to hold, transfer, or deal with the financial
asset. (2) "Bearer form," as applied to a certificated security, means a form in
which the security is payable to the bearer of the security certificate according to its terms
but not by reason of an indorsement. (3) "Broker" means a person defined as a broker
or dealer under the federal securities laws, but without excluding a bank acting in that capacity.
(4) "Certificated security" means a security that is represented by a certificate.
(5) "Clearing corporation" means: (i) a person that is registered as a "clearing
agency" under the federal securities laws; (ii) a federal reserve bank; or (iii) any
other person that provides clearance or settlement services with respect to financial assets
that would require it to...
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