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U.C.C. - ARTICLE 8 - INVESTMENT SECURITIES
..PART 2. ISSUE - ISSUER.

§ 8-201. "Issuer".

(1) With respect to obligations on or defenses to a security, "issuer" includes a person who:

  • (a) places or authorizes the placing of his name on a certificated security (otherwise than as authenticating trustee, registrar, transfer agent, or the like) to evidence that it represents a share, participation, or other interest in his property or in an enterprise, or to evidence his duty to perform an obligation represented by the certificated security;
  • (b) creates shares, participations, or other interests in his property or in an enterprise or undertakes obligations, which shares, participations, interests, or obligations are uncertificated securities;
  • (c) directly or indirectly creates fractional interests in his rights or property, which fractional interests are represented by certificated securities; or
  • (d) becomes responsible for or in place of any other person described as an issuer in this section.

(2) With respect to obligations on or defenses to a security, a guarantor is an issuer to the extent of his guaranty, whether or not his obligation is noted on a certificated security or on statements of uncertificated securities sent pursuant to Section 8-408.

(3) With respect to registration of transfer, pledge, or release (Part 4 of this Article), "issuer" means a person on whose behalf transfer books are maintained.

As amended in 1977.

See Appendix I for material relating to changes made in text in 1977.


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© Copyright 2005 by The American Law Institute and the National Conference of Commissioners on Uniform State Laws; reproduced, published and distributed with the permission of the Permanent Editorial Board for the Uniform Commercial Code for the limited purposes of study, teaching, and academic research.