Title 70A Uniform Commercial Code Chapter 8 Uniform Commercial Code - Investment Securities Section 402 Assurance that indorsement or instruction is effective.
70A-8-402. Assurance that indorsement or instruction is effective.
(1) An issuer may require the following assurance that each necessary indorsement or
each instruction is genuine and authorized:
(a) in all cases, a guaranty of the signature of the person making an indorsement or
originating an instruction including, in the case of an instruction, reasonable assurance of identity;
(b) if the indorsement is made or the instruction is originated by an agent, appropriate
assurance of actual authority to sign;
(c) if the indorsement is made or the instruction is originated by a fiduciary pursuant to
Subsection 70A-8-106(1)(d) or (1)(e), appropriate evidence of appointment or incumbency;
(d) if there is more than one fiduciary, reasonable assurance that all who are required to
sign have done so; and
(e) if the indorsement 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.
(2) An issuer may elect to require reasonable assurance beyond that specified in this
section.
(3) In this section:
(a) "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.
(b) "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 60 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.
Repealed and Re-enacted by Chapter 204, 1996 General Session
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