(810 ILCS 5/Art. 8 Pt. 4 heading) PART 4.
REGISTRATION
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(810 ILCS 5/8-401) (from Ch. 26, par. 8-401)
Sec. 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 | ||
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(2) the indorsement or instruction is made by the | ||
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(3) reasonable assurance is given that the | ||
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(4) any applicable law relating to the collection of | ||
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(5) the transfer does not violate any restriction on | ||
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(6) a demand that the issuer not register transfer | ||
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(7) the transfer is in fact rightful or is to a | ||
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(b) 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.
(Source: P.A. 89-364, eff. 1-1-96.)
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(810 ILCS 5/8-402) (from Ch. 26, par. 8-402)
Sec. 8-402.
Assurance that indorsement or
instruction is effective.
(a) 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 | ||
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(2) if the indorsement is made or the instruction is | ||
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(3) if the indorsement is made or the instruction is | ||
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(4) if there is more than one fiduciary, reasonable | ||
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(5) if the indorsement is made or the instruction is | ||
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(b) An issuer may elect to require reasonable assurance beyond
that specified in this Section.
(c) In this Section:
(1) "Guaranty of the signature" means a guaranty | ||
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(2) "Appropriate evidence of appointment or | ||
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(i) in the case of a fiduciary appointed or | ||
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(ii) in any other case, a copy of a document | ||
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(Source: P.A. 89-364, eff. 1-1-96.)
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(810 ILCS 5/8-403) (from Ch. 26, par. 8-403)
Sec. 8-403.
Demand that issuer not register transfer.
(a) 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) 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 (i) the person who initiated the demand at
the address provided in the demand and (ii) 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 | ||
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(2) a demand that the issuer not register transfer | ||
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(3) the issuer will withhold registration of transfer | ||
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(c) 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) 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, | ||
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(2) file with the issuer an indemnity bond, | ||
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(e) This Section does not relieve an issuer from liability for
registering transfer pursuant to an indorsement or instruction that was not
effective.
(Source: P.A. 89-364, eff. 1-1-96.)
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(810 ILCS 5/8-404) (from Ch. 26, par. 8-404)
Sec. 8-404.
Wrongful registration.
(a) Except as otherwise provided in Section 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 | ||
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(2) after a demand that the issuer not register | ||
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(3) after the issuer had been served with an | ||
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(4) by an issuer acting in collusion with the | ||
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(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 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 8-210.
(c) 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.
(Source: P.A. 89-364, eff. 1-1-96.)
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(810 ILCS 5/8-405) (from Ch. 26, par. 8-405)
Sec. 8-405.
Replacement of lost, destroyed, or
wrongfully taken security certificate.
(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, the issuer shall issue a new certificate if the owner:
(1) so requests before the issuer has notice that the | ||
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(2) files with the issuer a sufficient indemnity | ||
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(3) satisfies other reasonable requirements imposed | ||
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(b) 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 8-210. 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.
(Source: P.A. 89-364, eff. 1-1-96.)
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(810 ILCS 5/8-406) (from Ch. 26, par. 8-406)
Sec. 8-406.
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 8-404 or a claim to a new security
certificate under Section 8-405.
(Source: P.A. 89-364, eff. 1-1-96.)
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(810 ILCS 5/8-407) (from Ch. 26, par. 8-407)
Sec. 8-407.
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: P.A. 89-364, eff. 1-1-96.)
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(810 ILCS 5/8-408) (from Ch. 26, par. 8-408)
Sec. 8-408.
(Repealed).
(Source: P.A. 85-997. Repealed by P.A. 89-364, eff. 1-1-96.)
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(810 ILCS 5/8-409) (from Ch. 26, par. 8-409)
Sec. 8-409.
(Repealed).
(Source: P.A. 85-1209. Repealed by P.A. 89-364, eff. 1-1-96.)
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