Sec. 42a-8-202. Issuer's responsibility and defenses; notice of defect or defense. (a) Even against a purchaser for value and without notice, the terms of a certificated security include terms stated on the certificate and terms made part of the security
by reference on the certificate to another instrument, indenture or document or to a
constitution, statute, ordinance, rule, regulation, order or the like, to the extent the terms
referred to do not conflict with terms stated on the certificate. A reference under this
subsection does not of itself charge a purchaser for value with notice of a defect going
to the validity of the security, even if the certificate expressly states that a person accepting it admits notice. The terms of an uncertificated security include those stated in
any instrument, indenture or document or in a constitution, statute, ordinance, rule,
regulation, order or the like, pursuant to which the security is issued.
(b) The following rules apply if an issuer asserts that a security is not valid:
(1) A security other than one issued by a government or governmental subdivision,
agency or instrumentality, even though issued with a defect going to its validity, is valid
in the hands of a purchaser for value and without notice of the particular defect unless
the defect involves a violation of a constitutional provision. In that case, the security is
valid in the hands of a purchaser for value and without notice of the defect, other than
one who takes by original issue.
(2) Subdivision (1) of this subsection applies to an issuer that is a government or
governmental subdivision, agency or instrumentality only if there has been substantial
compliance with the legal requirements governing the issue or the issuer has received
a substantial consideration for the issue as a whole or for the particular security and a
stated purpose of the issue is one for which the issuer has power to borrow money or
issue the security.
(c) Except as otherwise provided in section 42a-8-205, lack of genuineness of a
certificated security is a complete defense, even against a purchaser for value and without
notice.
(d) All other defenses of the issuer of a security, including nondelivery and conditional delivery of a certificated security, are ineffective against a purchaser for value
who has taken the certificated security without notice of the particular defense.
(e) This section does not affect the right of a party to cancel a contract for a security
"when, as and if issued" or "when distributed" in the event of a material change in the
character of the security that is the subject of the contract or in the plan or arrangement
pursuant to which the security is to be issued or distributed.
(f) If a security is held by a securities intermediary against whom an entitlement
holder has a security entitlement with respect to the security, the issuer may not assert
any defense that the issuer could not assert if the entitlement holder held the security
directly.
(1959, P.A. 133, S. 8-202; P.A. 79-435, S. 9; P.A 97-182, S. 18.)
History: P.A. 79-435 applied previous provisions to certificated securities, added provisions specifically applicable to
uncertificated securities and reworded provisions for clarity; P.A. 97-182 revised and rephrased section, replaced numeric
with alphabetic Subsec. indicators and added Subsec. (f) re assertion of defense when security held by a securities intermediary.
Sec. 42a-8-203. Staleness as notice of defect or defense. After an act or event,
other than a call that has been revoked, creating a right to immediate performance of
the principal obligation represented by a certificated security or setting a date on or after
which the security is to be presented or surrendered for redemption or exchange, a
purchaser is charged with notice of any defect in its issue or defense of the issuer, if the
act or event:
(1) Requires the payment of money, the delivery of a certificated security, the registration of transfer of an uncertificated security, or any of them on presentation or surrender of the security certificate, the money or security is available on the date set for
payment or exchange, and the purchaser takes the security more than one year after that
date; or
(2) Is not covered by subdivision (1) of this section and the purchaser takes the
security more than two years after the date set for surrender or presentation or the date
on which performance became due.
(1959, P.A. 133, S. 8-203; P.A. 79-435, S. 10; P.A. 97-182, S. 19.)
History: P.A. 79-435 reworded provisions to distinguish between certificated and uncertificated securities; P.A. 97-182 rephrased and restructured section.
Sec. 42a-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.
(1959, P.A. 133, S. 8-204; P.A. 79-435, S. 11; P.A. 97-182, S. 20.)
History: P.A. 79-435 added Subdivs. (a) and (b) to distinguish between certificated and uncertificated securities and
rephrased previous provision which read "Unless noted conspicuously on the security a restriction on transfer imposed by
the issuer, even though otherwise lawful, is ineffective except against a person with actual knowledge of it"; P.A. 97-182
rephrased provisions, replaced alphabetic with numeric Subdiv. indicators and revised Subdiv. (2) by deleting requirement
that notice of the restriction be contained in the initial transaction statement.
Sec. 42a-8-205. Effect of unauthorized signature on security certificate. An
unauthorized signature placed on a security certificate before or in the course of issue
is ineffective, but the signature is effective in favor of a purchaser for value of the
certificated security if the purchaser is without notice of the lack of authority and the
signing has been done by:
(1) An authenticating trustee, registrar, transfer agent or other person entrusted by
the issuer with the signing of the security certificate or of similar security certificates,
or the immediate preparation for signing of any of them; or
(2) An employee of the issuer, or of any of the persons listed in subdivision (1) of
this section, entrusted with responsible handling of the security certificate.
(1959, P.A. 133, S. 8-205; P.A. 79-435, S. 12; P.A. 97-182, S. 21.)
History: P.A. 79-435 specified applicability to signatures on "certificated" securities and extended applicability to
signatures on initial transaction statements; P.A. 97-182 rephrased provisions, replaced alphabetic with numeric Subdiv.
indicators and deleted references to initial transaction statements.
Sec. 42a-8-206. Completion or alteration of security certificate. (a) If a security
certificate contains the signatures necessary to its issue or transfer but is incomplete in
any other respect:
(1) Any person may complete it by filling in the blanks as authorized; and
(2) Even if the blanks are incorrectly filled in, the security certificate as completed is
enforceable by a purchaser who took it for value and without notice of the incorrectness.
(b) A complete security certificate that has been improperly altered, even if fraudulently, remains enforceable, but only according to its original terms.
(1959, P.A. 133, S. 8-206; P.A. 79-435, S. 13; P.A. 97-182, S. 22.)
History: P.A. 79-435 applied previous provisions to "certificated" securities, slightly changing wording, and added
Subsecs. (3) and (4) re initial transaction statements; P.A. 97-182 replaced numeric with alphabetic Subsec. indicators,
replaced alphabetic with numeric Subdiv. indicators, replaced "certificated security" with "security certificate" where
appearing and deleted former Subsecs. (3) and (4) re initial transaction statements.
Sec. 42a-8-207. Rights and duties of issuer with respect to registered owners.
(a) Before due presentment for registration of transfer of a certificated security in registered form or of an instruction requesting registration of transfer of an uncertificated
security, the issuer or indenture trustee may treat the registered owner as the person
exclusively entitled to vote, receive notifications and otherwise exercise all the rights
and powers of an owner.
(b) This article does not affect the liability of the registered owner of a security for
a call, assessment or the like.
(1959, P.A. 133, S. 8-207; 1961, P.A. 116, S. 8; P.A. 79-435, S. 14; P.A. 96-271, S. 214, 254; P.A. 97-182, S. 23.)
History: 1961 act added reference to Sec. 33-310 in Subsec. (1); P.A. 79-435 specified "certificated" securities in
Subsec. (1), inserted new Subsecs. (2) to (6) re uncertificated securities and renumbered former Subsec. (2) as Subsec. (7);
P.A. 96-271 amended Subsec. (1) to delete provision that made provisions of said Subsec. subject to Sec. 33-310, effective
January 1, 1997; P.A. 97-182 redesignated former Subsec. (1) as Subsec. (a) and amended said Subsec. to rephrase provisions and add reference to "an instruction requesting registration of transfer of an uncertificated security", deleted former
Subsecs. (2) to (6) re uncertificated securities and redesignated former Subsec. (7) as Subsec. (b) and amended said Subsec.
to rephrase provisions.
Subsec. (1):
Cited. 181 C. 101, 109.
Sec. 42a-8-208. Effect of signature of authenticating trustee, registrar or
transfer agent. (a) A person signing a security certificate as authenticating trustee,
registrar, transfer agent, or the like, warrants to a purchaser for value of the certificated
security, if the purchaser is without notice of a particular defect that:
(1) The certificate is genuine;
(2) The person's own participation in the issue of the security is within the person's
capacity and within the scope of the authority received by the person from the issuer; and
(3) The person has reasonable grounds to believe that the certificated security is in
the form and within the amount the issuer is authorized to issue.
(b) Unless otherwise agreed, a person signing under subsection (a) of this section
does not assume responsibility for the validity of the security in other respects.
(1959, P.A. 133, S. 8-208; 1963, P.A. 526, S. 16; P.A. 79-435, S. 15; P.A 97-182, S. 24.)
History: 1963 act deleted reference to "proper form" in Subsec. (1)(a) and added reference to authorized form in Subsec.
(1)(c); P.A. 79-435 amended section to distinguish between certificated and uncertificated securities; P.A. 97-182 replaced
numeric with alphabetic Subsec. indicators, amended Subsec. (a) to rephrase provisions, delete references to initial transaction statements and uncertificated securities and replace alphabetic with numeric Subdiv. indicators and amended Subsec.
(b) to rephrase provisions.
Sec. 42a-8-209. Issuer's lien. A lien in favor of an issuer upon a certificated security is valid against a purchaser only if the right of the issuer to the lien is noted conspicuously on the security certificate.
(P.A. 97-182, S. 25.)
Sec. 42a-8-210. Overissue. (a) In this section, "overissue" means the issue of securities in excess of the amount the issuer has corporate power to issue, but an overissue
does not occur if appropriate action has cured the overissue.
(b) Except as otherwise provided in subsections (c) and (d) of this section, the provisions of this article which validate a security or compel its issue or reissue do not apply
to the extent that validation, issue, or reissue would result in overissue.
(c) If an identical security not constituting an overissue is reasonably available for
purchase, a person entitled to issue or validation may compel the issuer to purchase the
security and deliver it if certificated or register its transfer if uncertificated, against
surrender of any security certificate the person holds.
(d) If a security is not reasonably available for purchase, a person entitled to issue
or validation may recover from the issuer the price the person or the last purchaser for
value paid for it with interest from the date of the person's demand.
(P.A. 97-182, S. 26.)
PART 3
TRANSFER OF CERTIFICATED AND UNCERTIFICATED
SECURITIES
Sec. 42a-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
endorsed to the purchaser by an effective endorsement and has not been endorsed 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) Another person, other than a securities intermediary, either becomes the registered owner of the uncertificated security on behalf of the purchaser or, having previously become the registered owner, acknowledges that it holds for the purchaser.
(1959, P.A. 133, S. 8-301; P.A. 79-435, S. 16; P.A 97-182, S. 27; P.A. 01-132, S. 149.)
History: P.A. 79-435 made provisions of Subsec. (1) conditional re Secs. 42a-8-313 and 42a-8-302, deleting former
provisions which had limited provisions with respect to purchasers party to fraud or illegality or who, as prior holders, had
notice of adverse claim, deleted Subsec. (2) which had granted bona fide purchaser acquisition of security free of adverse
claim, renumbered former Subsec. (3) as Subsec. (2), substituting "transferee" for "purchaser" and stating that creation or
release of security interest is transfer of a limited interest; P.A. 97-182 entirely replaced former provisions re rights in a
security acquired by a purchaser with provisions re when the delivery of a security occurs, a restatement in part of Sec.
42a-8-313(1), revised to 1997; P.A. 01-132 amended Subsec. (a) to add Subdiv. (3)(i) re condition that the certificate is
registered in the name of the purchaser, add Subdiv. (3)(ii) re condition that the certificate is payable to the order of the
purchaser and designate existing condition re special endorsement as Subdiv. (3)(iii) and amend to add condition that the
certificate has not been endorsed to the securities intermediary or in blank.
See Sec. 42a-8-302(a) and (b) for successor provisions to Sec. 42a-8-301, revised to 1997, re rights in a security acquired
by a purchaser.
Former section cited. 16 CS 269.
Sec. 42a-8-302. Rights of purchaser. (a) Except as otherwise provided in subsections (b) and (c) of this section, a purchaser of a certificated or uncertificated security
acquires all rights in the security that the transferor had or had power to transfer.
(b) A purchaser of a limited interest acquires rights only to the extent of the interest
purchased.
(c) A purchaser of a certificated security who as a previous holder had notice of an
adverse claim does not improve its position by taking from a protected purchaser.
(1959, P.A. 133, S. 8-302; P.A. 79-435, S. 17; P.A. 90-230, S. 56, 101; P.A. 97-182, S. 28; P.A. 01-132, S. 150.)
History: P.A. 79-435 applied previous provisions to certificated securities, adding provisions re uncertificated securities,
and added Subsecs. (2) to (4) containing provisions formerly found in Sec. 42a-8-301; P.A. 90-230 corrected an internal
reference; P.A. 97-182 replaced former Subsecs. (1) to (3), inclusive, defining "bona fide purchaser" and "adverse claim"
and specifying the interest in a security acquired by a bona fide purchaser with Subsecs. (a) and (b) re rights in a security
acquired by a purchaser, a restatement of Sec. 42a-8-301, revised to 1997, and redesignated former Subsec. (4) as Subsec.
(c) and amended said Subsec. by deleting provision re a transferee who has been a party to any fraud or illegality affecting
the security; P.A. 01-132 amended Subsec. (a) to delete provisions that the purchaser's acquisition of the transferor's rights
occurs "upon delivery" of the security to the purchaser.
See Sec. 42a-8-303(a) and (b) for successor provisions to Sec. 42a-8-302(1) and (3), respectively, revised to 1997, re
definition of "bona fide purchaser" and the interest in a security acquired by a bona fide purchaser.
See Sec. 42a-8-102(a)(1) for successor provisions to Sec. 42a-8-302(2), revised to 1997, re definition of "adverse claim".
Sec. 42a-8-303. Protected purchaser. (a) "Protected purchaser" means a purchaser of a certificated or uncertificated security, or of an interest therein, who:
(1) Gives value;
(2) Does not have notice of any adverse claim to the security; and
(3) Obtains control of the certificated or uncertificated security.
(b) In addition to acquiring the rights of a purchaser, a protected purchaser also
acquires its interest in the security free of any adverse claim.
(1959, P.A. 133, S. 8-303; P.A. 79-435, S. 18; P.A. 97-182, S. 29.)
History: P.A. 79-435 made technical corrections; P.A. 97-182 entirely replaced former provisions defining "broker"
with provisions defining "protected purchaser" and specifying that the interest in a security acquired by a protected purchaser
is free of any adverse claim, a restatement of Sec. 42a-8-302(1) and (3), revised to 1997.
See Sec. 42a-8-102(a)(3) for successor provisions to Sec. 42a-8-303, revised to 1997, re definition of "broker".
Sec. 42a-8-304. Endorsement. (a) An endorsement may be in blank or special.
An endorsement in blank includes an endorsement to bearer. A special endorsement
specifies to whom a security is to be transferred or who has power to transfer it. A holder
may convert a blank endorsement to a special endorsement.
(b) An endorsement purporting to be only of part of a security certificate representing units intended by the issuer to be separately transferable is effective to the extent
of the endorsement.
(c) An endorsement, whether special or in blank, does not constitute a transfer until
delivery of the certificate on which it appears or, if the endorsement is on a separate
document, until delivery of both the document and the certificate.
(d) If a security certificate in registered form has been delivered to a purchaser
without a necessary endorsement, the purchaser may become a protected purchaser only
when the endorsement is supplied. However, against a transferor, a transfer is complete
upon delivery and the purchaser has a specifically enforceable right to have any necessary endorsement supplied.
(e) An endorsement of a security certificate in bearer form may give notice of an
adverse claim to the certificate, but it does not otherwise affect a right to registration
that the holder possesses.
(f) Unless otherwise agreed, a person making an endorsement assumes only the
obligations provided in section 42a-8-108, and not an obligation that the security will
be honored by the issuer.
(1959, P.A. 133, S. 8-304; P.A. 79-435, S. 19; P.A. 97-182, S. 30; P.A. 98-93, S. 5, 15.)
History: P.A. 79-435 applied existing Subsec. (1) to certificated securities, inserted new Subsec. (2) and renumbered
former Subsec. (2) as Subsec. (3) specifying purchasers of "certificated or uncertificated" securities and "constructive"
notice of adverse claims; P.A. 97-182 entirely replaced former provisions re when a purchaser is charged with notice of
adverse claims with provisions re endorsement, a restatement of Secs. 42a-8-307, 42a-8-308(2), (3) and (9), 42a-8-309
and 42a-8-310, revised to 1997; P.A. 98-93 amended Subsec. (f) to make a technical change, effective July 1, 1998.
See Sec. 42a-8-105(b) for successor provisions to Sec. 42a-8-304(3), revised to 1997, re duty of inquiry into rightfulness
of a transaction.
See Sec. 42a-8-105(d) for successor provisions to Sec. 42a-8-304(1), revised to 1997, re when a purchaser of a certificated security has notice of an adverse claim.
Sec. 42a-8-305. Instruction. (a) If an instruction has been originated by an appropriate person but is incomplete in any other respect, any person may complete it as
authorized and the issuer may rely on it as completed, even though it has been completed
incorrectly.
(b) Unless otherwise agreed, a person initiating an instruction assumes only the
obligations imposed by section 42a-8-108, and not an obligation that the security will
be honored by the issuer.
(1959, P.A. 133, S. 8-305; P.A. 79-435, S. 20; P.A. 97-182, S. 31; P.A. 98-93, S. 6, 15.)
History: P.A. 79-435 specified applicability of provisions to "certificated" securities and substituted "transfer" for
"purchase"; P.A. 97-182 entirely replaced former provisions re "staleness" as notice of adverse claims with provisions re
an instruction, a restatement in part of Sec. 42a-8-308(5) and (9), revised to 1997; P.A. 98-93 amended Subsec. (b) to make
a technical change, effective July 1, 1998.
See Sec. 42a-8-105(c) for successor provisions to Sec. 42a-8-305, revised to 1997, re "staleness" as notice of adverse claims.
Sec. 42a-8-306. Effect of guaranteeing signature, endorsement or instruction.
(a) A person who guarantees a signature of an endorser of a security certificate warrants
that at the time of signing:
(1) The signature was genuine;
(2) The signer was an appropriate person to endorse, or if the signature is by an
agent, the agent had actual authority to act on behalf of the appropriate person; and
(3) The signer had legal capacity to sign.
(b) A person who guarantees a signature of the originator of an instruction warrants
that at the time of signing:
(1) The signature was genuine;
(2) The signer was an appropriate person to originate the instruction, or if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate
person, if the person specified in the instruction as the registered owner was, in fact, the
registered owner, as to which fact the signature guarantor does not make a warranty; and
(3) The signer had legal capacity to sign.
(c) A person who specially guarantees the signature of an originator of an instruction
makes the warranties of a signature guarantor under subsection (b) of this section and
also warrants that at the time the instruction is presented to the issuer:
(1) The person specified in the instruction as the registered owner of the uncertificated security will be the registered owner; and
(2) The transfer of the uncertificated security requested in the instruction will be
registered by the issuer free from all liens, security interests, restrictions and claims
other than those specified in the instruction.
(d) A guarantor under subsections (a) and (b) of this section or a special guarantor
under subsection (c) of this section does not otherwise warrant the rightfulness of the
transfer.
(e) A person who guarantees an endorsement of a security certificate makes the
warranties of a signature guarantor under subsection (a) of this section and also warrants
the rightfulness of the transfer in all respects.
(f) A person who guarantees an instruction requesting the transfer of an uncertificated security makes the warranties of a special signature guarantor under subsection
(c) of this section and also warrants the rightfulness of the transfer in all respects.
(g) An issuer may not require a special guaranty of signature, a guaranty of endorsement, or a guaranty of instruction as a condition to registration of transfer.
(h) The warranties under this section are made to a person taking or dealing with
the security in reliance on the guaranty, and the guarantor is liable to the person for loss
resulting from their breach. An endorser or originator of an instruction whose signature,
endorsement or instruction has been guaranteed is liable to a guarantor for any loss
suffered by the guarantor as a result of breach of the warranties of the guarantor.
(1959, P.A. 133, S. 8-306; 1963, P.A. 526, S. 17; P.A. 79-435, S. 21; P.A. 97-182, S. 32.)
History: 1963 act deleted provision in Subsec. (3) which had specified that broker is not an intermediary within meaning
of Subsec.; P.A. 79-435 applied previous provisions to certificated securities, adding provision re receipt of initial transaction statement in Subsec. (1), inserted new Subsecs. (5) to (9) and renumbered former Subsec. (5) as Subsec. (10); P.A. 97-182 entirely replaced former provisions re warranties on presentment and transfer of certificated securities and warranties of
originators of instructions with provisions re the effect of guaranteeing signature, endorsement or instruction, a restatement
of Sec. 42a-8-312, revised to 1997.
See Sec. 42a-8-108 for successor provisions to Sec. 42a-8-306, revised to 1997, re warranties in direct holding.
Sec. 42a-8-307. Purchaser's right to requisites for registration of transfer. Unless otherwise agreed, the transferor of a security on due demand shall supply the purchaser with proof of authority to transfer or with any other requisite necessary to obtain
registration of the transfer of the security, but if the transfer is not for value, a transferor
need not comply unless the purchaser pays the necessary expenses. If the transferor fails
within a reasonable time to comply with the demand, the purchaser may reject or rescind
the transfer.
(1959, P.A. 133, S. 8-307; P.A. 79-435, S. 22; P.A. 97-182, S. 33.)
History: P.A. 79-435 specified applicability to "certificated" securities; P.A. 97-182 entirely replaced former provisions
re effect of delivery without endorsement and the right of the purchaser to compel endorsement with provisions re the right
of the purchaser to demand that the transferor supply requisites necessary to obtain registration of the transfer, a restatement
of Sec. 42a-8-316, revised to 1997.
See Sec. 42a-8-304(d) for successor provisions to Sec. 42a-8-307, revised to 1997, re effect of delivery without endorsement and the right of the purchaser to compel endorsement.
Secs. 42a-8-308 to 42a-8-321. Endorsements; instructions. Effect of endorsement without delivery. Endorsement of certificated security in bearer form. Effect
of unauthorized endorsement or instruction. Effect of guaranteeing signature, endorsement or instruction. When transfer to purchaser occurs: Financial intermediary as bona fide purchaser; "financial intermediary". Duty to transfer, when completed. Action against transferee based upon wrongful transfer. Purchaser's right
to requisites for registration of transfer, pledge or release on books. Creditors'
rights. No conversion by good faith conduct. Statute of frauds. Transfer or pledge
within central depository system. Enforceability, attachment, perfection and termination of security interests. Sections 42a-8-308 to 42a-8-321, inclusive, are repealed, effective October 1, 1997.
(1959, P.A. 133, S. 8-308-8-319; 1963, P.A. 526, S. 18-20; P.A. 79-435, S. 23-36; P.A. 97-182, S. 68.)
PART 4
REGISTRATION
Sec. 42a-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 endorsement 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 as provided in section 42a-8-402 that the endorsement or instruction is genuine and authorized;
(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 42a-8-204;
(6) A demand that the issuer not register transfer has not become effective under
section 42a-8-403, or the issuer has complied with subsection (b) of section 42a-8-403
but no legal process or indemnity bond is obtained as provided in subsection (d) of
section 42a-8-403; and
(7) The transfer is in fact rightful or is to a protected purchaser.
(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.
(1959, P.A. 133, S. 8-401; P.A. 79-435, S. 37; P.A. 97-182, S. 34; P.A. 98-93, S. 7, 15.)
History: P.A. 79-435 specified "certificated" securities and made provisions applicable with respect to instructions
requesting registration of transfer, pledge or release; P.A. 97-182 redesignated Subsec. (1) as Subsec. (a) and substantially
revised said Subsec. and redesignated Subsec. (2) as Subsec. (b) and rephrased said Subsec.; P.A. 98-93 amended Subsec.
(a) to make a technical change in Subdiv. (3), effective July 1, 1998.
Cited. 6 CA 530, 538-540.
Sec. 42a-8-402. Assurance that endorsement or instruction is effective. (a) An
issuer may require the following assurance that each necessary endorsement or each
instruction is genuine and authorized:
(1) In all cases, a guaranty of the signature of the person making an endorsement
or originating an instruction including, in the case of an instruction, reasonable assurance
of identity;
(2) If the endorsement is made or the instruction is originated by an agent, appropriate assurance of actual authority to sign;
(3) If the endorsement is made or the instruction is originated by a fiduciary pursuant
to subdivision (4) or (5) of subsection (a) of section 42a-8-107, appropriate evidence
of appointment or incumbency;
(4) If there is more than one fiduciary, reasonable assurance that all who are required
to sign have done so; and
(5) If the endorsement is made or the instruction is originated by a person not covered
by another provision of this subsection, assurance appropriate to the case corresponding
as nearly as may be to the provisions of this subsection.
(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 signed by or on behalf of a person
reasonably believed by the issuer to be responsible. An issuer may adopt standards with
respect to responsibility if they are not manifestly unreasonable.
(2) "Appropriate evidence of appointment or incumbency" means:
(i) In the case of a fiduciary appointed or qualified by a court, a certificate issued
by or under the direction or supervision of the court or an officer thereof and dated
within sixty days before the date of presentation for transfer; or
(ii) In any other case, a copy of a document showing the appointment or a certificate
issued by or on behalf of a person reasonably believed by an issuer to be responsible
or, in the absence of that document or certificate, other evidence the issuer reasonably
considers appropriate.
(1959, P.A. 133, S. 8-402; P.A. 79-435, S. 38; P.A. 97-182, S. 35.)
History: P.A. 79-435 specified applicability to certificated securities and instructions, adding references to pledge or
release of securities in Subsecs. (3) and (4); P.A. 97-182 substantially revised and restructured section including redesignating Subsec. (1) as Subsec. (a) and amending said Subsec. to replace alphabetic with numeric Subdiv. indicators and rephrase
provisions, redesignating Subsec. (2) defining "guaranty of the signature" as Subdiv. (1) of Subsec. (c), redesignating
Subsec. (3) defining "appropriate evidence of appointment or incumbency" as Subdiv. (2) of Subsec. (c) and deleting from
said Subdiv. provisions that authorized the adoption of standards with respect to the evidence and specified the extent to
which the issuer is charged with notice of the contents of a document and redesignating the provisions of Subsec. (4) that
authorize the issuer to elect to require reasonable assurance beyond that specified in the section as Subsec. (b) and deleting
from said Subsec. provisions re when the issuer is charged with notice of all matters contained in certain documents.
Sec. 42a-8-403. Demand that issuer not register transfer. (a) A person who is
an appropriate person to make an endorsement 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 a transfer
has become effective, the issuer shall promptly communicate to the person who initiated
the demand at the address provided in the demand and 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 registration of transfer or the
instruction for registration of transfer of the uncertificated security has been received;
(2) A demand that the issuer not register transfer had previously been received; and
(3) The issuer will withhold registration of transfer for a period of time stated in
the notification in order to provide the person who initiated the demand an opportunity
to obtain legal process or an indemnity bond.
(c) The period described in subdivision (3) of subsection (b) of this section may
not exceed thirty 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 endorsement 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, injunction or other process from a court
of competent jurisdiction enjoining the issuer from registering the transfer; or
(2) File with the issuer an indemnity bond, sufficient in the issuer's judgment to
protect the issuer and any transfer agent, registrar or other agent of the issuer involved
from any loss it or they may suffer by refusing to register the transfer.
(e) This section does not relieve an issuer from liability for registering transfer
pursuant to an endorsement or instruction that was not effective.
(1959, P.A. 133, S. 8-403; 1961, P.A. 116, S. 9; P.A. 79-435, S. 39; P.A. 97-182, S. 36; P.A. 98-93, S. 8, 15.)
History: 1961 act inserted receipting requirement of Subsec. (2); P.A. 79-435 specified applicability of previous provisions to "certificated" securities and added Subsecs. (4) to (7) re uncertificated securities; P.A. 97-182 substantially revised
section including replacing provisions re the duty of the issuer as to adverse claims with provisions authorizing certain
persons to demand that the issuer not register transfer; P.A. 98-93 amended Subsec. (b) to make a technical change, effective
July 1, 1998.
Sec. 42a-8-404. Wrongful registration. (a) Except as otherwise provided in section 42a-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 endorsement or instruction;
(2) After a demand that the issuer not register transfer became effective under subsection (a) of section 42a-8-403 and the issuer did not comply with subsection (b) of
section 42a-8-403;
(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)
of this section 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 42a-8-210.
(c) Except as otherwise provided in subsection (a) of this section 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 endorsement or instruction.
(1959, P.A. 133, S. 8-404; P.A. 79-435, S. 40; P.A. 97-182, S. 37.)
History: P.A. 79-435 specified applicability to "certificated" securities and to instructions, added reference to "pledge
or release" of security and added Subsec. (3) re improper registration of uncertificated securities; P.A. 97-182 substantially
revised section.
Sec. 42a-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 certificate has been acquired by
a protected purchaser;
(2) Files with the issuer a sufficient indemnity bond; and
(3) Satisfies other reasonable requirements imposed by the issuer.
(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
42a-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.
(1959, P.A. 133, S. 8-405; P.A. 79-435, S. 41; P.A. 97-182, S. 38.)
History: P.A. 79-435 applied previous provisions to "certificated" securities and added provisions specifically applicable to "uncertificated" securities; P.A. 97-182 deleted former Subsec. (1) re consequences of an owner failing to notify
the issuer of lost, destroyed or stolen securities, redesignated former Subsecs. (2) and (3) as Subsecs. (a) and (b), respectively,
and revised and rephrased said Subsecs.
See Sec. 42a-8-406 for successor provisions to Sec. 42a-8-405(1), revised to 1997, re obligation to notify issuer of lost,
destroyed or wrongfully taken security certificates.
Sec. 42a-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 42a-8-404, or a claim to a new security certificate
under section 42a-8-405.
(1959, P.A. 133, S. 8-406; P.A. 79-435, S. 42; P.A. 97-182, S. 39.)
History: P.A. 79-435 distinguished between certificated and uncertificated securities; P.A. 97-182 replaced former
provisions re duty of authenticating trustee, transfer agent or registrar with provisions re consequences of an owner failing
to notify the issuer of a lost, destroyed or wrongfully taken security certificate, a restatement of Sec. 42a-8-405(1), revised
to 1997.
See Sec. 42a-8-407 for successor provisions to Sec. 42a-8-406, revised to 1997, re duty of authenticating trustee, transfer
agent and registrar.
Sec. 42a-8-407. Authenticating trustee, transfer agent and registrar. A person
acting as authenticating trustee, a transfer agent, registrar or other agent for an issuer
in the registration of 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.
(P.A. 79-435, S. 43; P.A. 97-182, S. 40.)
History: P.A. 97-182 entirely replaced former provisions re exchangeability of securities with provisions re obligation
of authenticating trustee, transfer agent, registrar or other agent, a restatement in part of Sec. 42a-8-406, revised to 1997.
Sec. 42a-8-408. Statement of uncertificated securities. Section 42a-8-408 is repealed, effective October 1, 1997.
(P.A. 79-435, S. 44; P.A. 97-182, S. 68.)
PART 5
SECURITY ENTITLEMENTS
Sec. 42a-8-501. Securities account; acquisition of security entitlement from
securities intermediary. (a) "Securities account" means an account to which a financial
asset is or may be credited in accordance with an agreement under which the person
maintaining the account undertakes to treat the person for whom the account is maintained as entitled to exercise the rights that comprise the financial asset.
(b) Except as otherwise provided in subsections (d) and (e) of this section, a person
acquires a security entitlement if a securities intermediary:
(1) Indicates by book entry that a financial asset has been credited to the person's
securities account;
(2) Receives a financial asset from the person or acquires a financial asset for the
person and, in either case, accepts it for credit to the person's securities account; or
(3) Becomes obligated under other law, regulation or rule to credit a financial asset
to the person's securities account.
(c) If a condition of subsection (b) of this section has been met, a person has a
security entitlement even though the securities intermediary does not itself hold the
financial asset.
(d) If a securities intermediary holds a financial asset for another person, and the
financial asset is registered in the name of, payable to the order of, or specially endorsed
to the other person, and has not been endorsed to the securities intermediary or in blank,
the other person is treated as holding the financial asset directly rather than as having
a security entitlement with respect to the financial asset.
(e) Issuance of a security is not establishment of a security entitlement.
(P.A. 97-182, S. 41.)
Sec. 42a-8-502. Assertion of adverse claim against entitlement holder. An action based on an adverse claim to a financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may not be asserted against a
person who acquires a security entitlement under section 42a-8-501 for value and without notice of the adverse claim.
(P.A. 97-182, S. 42.)
Sec. 42a-8-503. Property interest of entitlement holder in financial asset held
by securities intermediary. (a) To the extent necessary for a securities intermediary
to satisfy all security by entitlements with respect to a particular financial asset, all
interests in that financial asset held by the securities intermediary are held by the securities intermediary for the entitlement holders, are not property of the securities intermediary and are not subject to claims of creditors of the securities intermediary, except as
otherwise provided in section 42a-8-511.
(b) An entitlement holder's property interest with respect to a particular financial
asset under subsection (a) of this section is a pro rata property interest in all interests in
that financial asset held by the securities intermediary, without regard to the time the
entitlement holder acquired the security entitlement or the time the securities intermediary acquired the interest in that financial asset.
(c) An entitlement holder's property interest with respect to a particular financial
asset under subsection (a) of this section may be enforced against the securities intermediary only by exercise of the entitlement holder's rights under sections 42a-8-505 to
42a-8-508, inclusive.
(d) An entitlement holder's property interest with respect to a particular financial
asset under subsection (a) of this section may be enforced against a purchaser of the
financial asset or interest therein only if:
(1) Insolvency proceedings have been initiated by or against the securities intermediary;
(2) The securities intermediary does not have sufficient interests in the financial
asset to satisfy the security entitlements of all of its entitlement holders to that financial asset;
(3) The securities intermediary violated its obligations under section 42a-8-504
transferring the financial asset or interest therein to the purchaser; and
(4) The purchaser is not protected under subsection (e) of this section. The trustee
or other liquidator, acting on behalf of all entitlement holders having security entitlements with respect to a particular financial asset, may recover the financial asset, or
interest therein, from the purchaser. If the trustee or other liquidator elects not to pursue
that right, an entitlement holder whose security entitlement remains unsatisfied has the
right to recover its interest in the financial asset from the purchaser.
(e) An action based on the entitlement holder's property interest with respect to a
particular financial asset under subsection (a) of this section, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may not be asserted
against any purchaser of a financial asset or interest therein who gives value, obtains
control and does not act in collusion with the securities intermediary in violating the
securities intermediary's obligations under section 42a-8-504.
(P.A. 97-182, S. 43; P.A. 98-93, S. 9, 10, 15.)
History: P.A. 98-93 amended Subsec. (a) to add "except as otherwise provided in Sec. 42a-8-511" and amended Subsec.
(e) to replace "buyer" with "purchaser" and include requirement that the purchaser obtain control, effective July 1, 1998.
Sec. 42a-8-504. Duty of securities intermediary to maintain financial asset. (a)
A securities intermediary shall promptly obtain and thereafter maintain a financial asset
in a quantity corresponding to the aggregate of all security entitlements it has established
in favor of its entitlement holders with respect to that financial asset. The securities
intermediary may maintain those financial assets directly or through one or more other
securities intermediaries.
(b) Except to the extent otherwise agreed by its entitlement holder, a securities
intermediary may not grant any security interests in a financial asset it is obligated to
maintain pursuant to subsection (a) of this section.
(c) A securities intermediary satisfies the duty in subsection (a) of this section if:
(1) The securities intermediary acts with respect to the duty as agreed upon by the
entitlement holder and the securities intermediary; or
(2) In the absence of agreement, the securities intermediary exercises due care in
accordance with reasonable commercial standards to obtain and maintain the financial asset.
(d) This section does not apply to a clearing corporation that is itself the obligor of an
option or similar obligation to which its entitlement holders have security entitlements.
(P.A. 97-182, S. 44.)
Sec. 42a-8-505. Duty of securities intermediary with respect to payments and
distributions. (a) A securities intermediary shall take action to obtain a payment or
distribution made by the issuer of a financial asset. A securities intermediary satisfies
the duty if:
(1) The securities intermediary acts with respect to the duty as agreed upon by the
entitlement holder and the securities intermediary; or
(2) In the absence of agreement, the securities intermediary exercises due care in
accordance with reasonable commercial standards to attempt to obtain the payment or
distribution.
(b) A securities intermediary is obligated to its entitlement holder for a payment or
distribution made by the issuer of a financial asset if the payment or distribution is
received by the securities intermediary.
(P.A. 97-182, S. 45.)
Sec. 42a-8-506. Duty of securities intermediary to exercise rights as directed
by entitlement holder. A securities intermediary shall exercise rights with respect to
a financial asset if directed to do so by an entitlement holder. A securities intermediary
satisfies the duty if:
(1) The securities intermediary acts with respect to the duty as agreed upon by the
entitlement holder and the securities intermediary; or
(2) In the absence of agreement, the securities intermediary either places the entitlement holder in a position to exercise the rights directly or exercises due care in accordance with reasonable commercial standards to follow the direction of the entitlement
holder.
(P.A. 97-182, S. 46.)
Sec. 42a-8-507. Duty of securities intermediary to comply with entitlement
order. (a) A securities intermediary shall comply with an entitlement order if the entitlement order is originated by the appropriate person, the securities intermediary has had
reasonable opportunity to assure itself that the entitlement order is genuine and authorized, and the securities intermediary has had reasonable opportunity to comply with the
entitlement order. A securities intermediary satisfies the duty if:
(1) The securities intermediary acts with respect to the duty as agreed upon by the
entitlement holder and the securities intermediary; or
(2) In the absence of agreement, the securities intermediary exercises due care in
accordance with reasonable commercial standards to comply with the entitlement order.
(b) If a securities intermediary transfers a financial asset pursuant to an ineffective
entitlement order, the securities intermediary shall reestablish a security entitlement in
favor of the person entitled to it, and pay or credit any payments or distributions that
the person did not receive as a result of the wrongful transfer. If the securities intermediary does not reestablish a security entitlement, the securities intermediary is liable to
the entitlement holder for damages.
(P.A. 97-182, S. 47.)
Sec. 42a-8-508. Duty of securities intermediary to change entitlement holder's
position to other form of security holding. A securities intermediary shall act at the
direction of an entitlement holder to change a security entitlement into another available
form of holding for which the entitlement holder is eligible, or to cause the financial
asset to be transferred to a securities account of the entitlement holder with another
securities intermediary. A securities intermediary satisfies the duty if:
(1) The securities intermediary acts as agreed upon by the entitlement holder and
the securities intermediary; or
(2) In the absence of agreement, the securities intermediary exercises due care in
accordance with reasonable commercial standards to follow the direction of the entitlement holder.
(P.A. 97-182, S. 48.)
Sec. 42a-8-509. Specification of duties of securities intermediary by other statute or regulation; manner of performance of duties of securities intermediary and
exercise of rights of entitlement holder. (a) If the substance of a duty imposed upon
a securities intermediary by sections 42a-8-504 to 42a-8-508, inclusive, is the subject
of other statute, regulation or rule, compliance with that statute, regulation or rule satisfies the duty.
(b) To the extent that specific standards for the performance of the duties of a securities intermediary or the exercise of the rights of an entitlement holder are not specified
by other statute, regulation or rule or by agreement between the securities intermediary
and entitlement holder, the securities intermediary shall perform its duties and the entitlement holder shall exercise its rights in a commercially reasonable manner.
(c) The obligation of a securities intermediary to perform the duties imposed by
sections 42a-8-504 to 42a-8-508, inclusive, is subject to:
(1) Rights of the securities intermediary arising out of a security interest under a
security agreement with the entitlement holder or otherwise; and
(2) Rights of the securities intermediary under other law, regulation, rule or
agreement to withhold performance of its duties as a result of unfulfilled obligations of
the entitlement holder to the securities intermediary.
(d) Sections 42a-8-504 to 42a-8-508, inclusive, do not require a securities intermediary to take any action that is prohibited by other statute, regulation or rule.
(P.A. 97-182, S. 49.)
Sec. 42a-8-510. Rights of purchaser of security entitlement from entitlement
holder. (a) In a case not covered by the priority rules in article 9 or the rules stated in
subsection (c) of this section, an action based on an adverse claim to a financial asset
or security entitlement, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may not be asserted against a person who purchases a security
entitlement, or an interest therein, from an entitlement holder if the purchaser gives
value, does not have notice of the adverse claim and obtains control.
(b) If an adverse claim could not have been asserted against an entitlement holder
under section 42a-8-502, the adverse claim cannot be asserted against a person who
purchases a security entitlement, or an interest therein, from the entitlement holder.
(c) In a case not covered by the priority rules in article 9, a purchaser for value of
a security entitlement, or an interest therein, who obtains control has priority over a
purchaser of a security entitlement, or an interest therein, who does not obtain control.
Except as otherwise provided in subsection (d) of this section, purchasers who have
control rank according to priority in time of:
(1) The purchaser's becoming the person for whom the securities account, in which
the security entitlement is carried, is maintained, if the purchaser obtained control under
subsection (d)(1) of section 42a-8-106;
(2) The securities intermediary's agreement to comply with the purchaser's entitlement orders with respect to security entitlements carried or to be carried in the securities
account in which the security entitlement is carried, if the purchaser obtained control
under subsection (d)(2) of section 42a-8-106; or
(3) If the purchaser obtained control through another person under subsection (d)(3)
of section 42a-8-106, the time on which priority would be based under this subsection
if the other person were the secured party.
(d) A securities intermediary as purchaser has priority over a conflicting purchaser
who has control unless otherwise agreed by the securities intermediary.
(P.A. 97-182, S. 50; P.A. 98-93, S. 11, 15; P.A. 01-132, S. 151.)
History: P.A. 98-93 amended Subsec. (a) to replace "buys" with "purchases", effective July 1, 1998; P.A. 01-132
amended Subsec. (a) to make provisions applicable "In a case not covered by the priority rules in article 9 or the rules
stated in subsection (c) of this section", amended Subsec. (c) to replace default rule that purchasers who have control rank
equally with default rule that, except as provided in Subsec. (d), priority among purchasers who have control is determined
by the time of certain events and add Subdivs. (1), (2) and (3) re such events, and designate as Subsec. (d) existing exception
re the priority of a securities intermediary as purchaser over a conflicting purchaser who has control.
Sec. 42a-8-511. Priority among security interests and entitlement holders. (a)
Except as otherwise provided in subsections (b) and (c) of this section, if a securities
intermediary does not have sufficient interests in a particular financial asset to satisfy
both its obligations to entitlement holders who have security entitlements to that financial asset and its obligation to a creditor of the securities intermediary who has a security
interest in that financial asset, the claims of entitlement holders, other than the creditor,
have priority over the claim of the creditor.
(b) A claim of a creditor of a securities intermediary who has a security interest in
a financial asset held by a securities intermediary has priority over claims of the securities
intermediary's entitlement holders who have security entitlements with respect to that
financial asset if the creditor has control over the financial asset.
(c) If a clearing corporation does not have sufficient financial assets to satisfy both
its obligations to entitlement holders who have security entitlements with respect to a
financial asset and its obligation to a creditor of the clearing corporation who has a
security interest in that financial asset, the claim of the creditor has priority over the
claims of entitlement holders.
(P.A. 97-182, S. 51; P.A. 98-93, S. 12, 15.)
History: P.A. 98-93 amended Subsec. (a) to replace "subsection (b)" with "subsections (b) and (c)" and added new
Subsec. (b) re the priority of the claim of a creditor of a securities intermediary who has a security interest in a financial
asset held by a securities intermediary and has control over the financial asset, relettering former Subsec. (b) as Subsec.
(c), effective July 1, 1998.
PART 6
TRANSITION PROVISIONS
Sec. 42a-8-601. Savings clause. (a) Public act 97-182* does not affect an action
or proceeding commenced before October 1, 1997.
(b) If a security interest in a security is perfected as of October 1, 1997, and the
action by which the security interest was perfected would suffice to perfect a security
interest under public act 97-182*, no further action is required to continue perfection.
If a security interest in a security is perfected as of October 1, 1997, but the action by
which the security interest was perfected would not suffice to perfect a security interests
under public act 97-182*, the security interest remains perfected for a period of four
months after October 1, 1997, and continues perfected thereafter if appropriate action
to perfect under public act 97-182* is taken within that period. If a security interest is
perfected as of October 1, 1997, and the security interest can be perfected by filing under
public act 97-182*, a financing statement signed by the secured party instead of the
debtor may be filed within that period to continue perfection or thereafter to perfect.
(P.A. 97-182, S. 67.)
*Public act 97-182 is entitled "An Act Revising Article 8 of the Uniform Commercial Code Concerning Investment
Securities". (See Reference Table captioned "Public Acts of 1997" in Volume 16 which lists the sections amended, created
or repealed by the act.)