The 2023 Florida Statutes (including Special Session C)

Title XXXIX
COMMERCIAL RELATIONS

Chapter 678
UNIFORM COMMERCIAL CODE: INVESTMENT SECURITIES

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F.S. 678.4011

678.4011 Duty of issuer to register transfer.—

(1) 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:

(a) Under the terms of the security the person seeking registration of transfer is eligible to have the security registered in its name.

(b) 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.

(d) Any applicable law relating to the collection of taxes has been complied with.

(e) The transfer does not violate any restriction on transfer imposed by the issuer in accordance with s. 678.2041.

(f) A demand that the issuer not register transfer has not become effective under s. 678.4031, or the issuer has complied with s. 678.4031(2) but no legal process or indemnity bond is obtained as provided in s. 678.4031(4).

(g) The transfer is in fact rightful or is to a protected purchaser.

(2) 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.

History.—s. 4, ch. 98-11.

F.S. 678.4011 on Google Scholar

F.S. 678.4011 on Casetext

Amendments to 678.4011

Arrestable Offenses / Crimes under Fla. Stat. 678.4011

Level: Degree
Misdemeanor/Felony: First/Second/Third

Current data shows no reason an arrest or criminal charge should have occurred directly under Florida Statute 678.4011.

Annotations, Discussions, Cases:

Cases from cite.case.law:

H. FARO, v. CORPORATE STOCK TRANSFER, INC., 883 So. 2d 896 (Fla. Dist. Ct. App. 2004)

. . . Part TV thereof, comprised of sections 678.4011-678.4071 (1999), governs security transfer registrations . . . Section 678.4011(2) provides: “If an issuer is under a duty to register a transfer of a security, the . . . Section 678.4011(2), however, only deals with “the issuer.” CST is a “transfer agent.” . . .

FARO, v. SIMPLEX MEDICAL SYSTEMS, INC., 748 So. 2d 342 (Fla. Dist. Ct. App. 1999)

. . . . § 678.4011, Fla. Stat. (1999); Soreno Hotel Co. v. . . .