U.C.C. - ARTICLE 8 - INVESTMENT SECURITIES
..PART 4. REGISTRATION
§ 8-406. Duty of Authenticating Trustee, Transfer Agent, or Registrar.
(1) If a person acts as authenticating trustee, transfer agent, registrar, or other agent for an issuer in the registration of transfers of its certificated securities or in the registration of transfers, pledges, and releases of its uncertificated securities, in the issue of new securities, or in the cancellation of surrendered securities:
- (a) he is under a duty to the issuer to exercise good faith and due diligence in performing his functions; and
- (b) with regard to the particular functions he performs, he has the same obligation to the holder or owner of a certificated security or to the owner or pledgee of an uncertificated security and has the same rights and privileges as the issuer has in regard to those functions.
(2) Notice to an authenticating trustee, transfer agent, registrar or other agent is notice to the issuer with respect to the functions performed by the agent.
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.