Section 11-8-401. 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 (Code Section 11-8-402);

   (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 Code Section 11-8-204;

   (6) A demand that the issuer not register transfer has not become effective under Code Section 11-8-403, or the issuer has complied with subsection (b) of Code Section 11-8-403 but no legal process or indemnity bond is obtained as provided in subsection (d) of Code Section 11-8-403; 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.

Code 1981, § 11-8-401, enacted by Ga. L. 1998, p. 1323, § 1.