C.R.S. Section 4-8-102
Definitions


(a)

In this article 8:

(1)

“Adverse claim” means a claim that a claimant has a property interest in a financial asset and that it is a violation of the rights of the claimant for another person to hold, transfer, or deal with the financial asset.

(2)

“Bearer form”, as applied to a certificated security, means a form in which the security is payable to the bearer of the security certificate according to its terms but not by reason of an indorsement.

(3)

“Broker” means a person defined as a broker or dealer under the federal securities laws, but without excluding a bank acting in that capacity.

(4)

“Certificated security” means a security that is represented by a certificate.

(5)

“Clearing corporation” means:
(i)
A person that is registered as a “clearing agency” under the federal securities laws;
(ii)
A federal reserve bank; or
(iii)
Any other person that provides clearance or settlement services with respect to financial assets that would require it to register as a clearing agency under the federal securities laws but for an exclusion or exemption from the registration requirement, if its activities as a clearing corporation, including promulgation of rules, are subject to regulation by a federal or state governmental authority.

(6)

“Communicate” means to:
(i)
Send a signed record; or
(ii)
Transmit information by any mechanism agreed upon by the persons transmitting and receiving the information.

(7)

“Entitlement holder” means a person identified in the records of a securities intermediary as the person having a security entitlement against the securities intermediary. If a person acquires a security entitlement by virtue of section 4-8-501 (b)(2) or (b)(3), that person is the entitlement holder.

(8)

“Entitlement order” means a notification communicated to a securities intermediary directing transfer or redemption of a financial asset to which the entitlement holder has a security entitlement.

(9)

“Financial asset,” except as otherwise provided in section 4-8-103, means:
(i)
A security;
(ii)
An obligation of a person or a share, participation, or other interest in a person or in property or an enterprise of a person, which is, or is of a type, dealt in or traded on financial markets, or which is recognized in any area in which it is issued or dealt in as a medium for investment; or
(iii)
Any property that is held by a securities intermediary for another person in a securities account if the securities intermediary has expressly agreed with the other person that the property is to be treated as a financial asset under this article. As context requires, the term means either the interest itself or the means by which a person’s claim to it is evidenced, including a certificated or uncertificated security, a security certificate, or a security entitlement.

(10)

“Good faith,” for purposes of the obligation of good faith in the performance or enforcement of contracts or duties within this article, means honesty in fact and the observance of reasonable commercial standards of fair dealing.

(11)

“Indorsement” means a signature that alone or accompanied by other words is made on a security certificate in registered form or on a separate document for the purpose of assigning, transferring, or redeeming the security or granting a power to assign, transfer, or redeem it.

(12)

“Instruction” means a notification communicated to the issuer of an uncertificated security which directs that the transfer of the security be registered or that the security be redeemed.

(13)

“Registered form,” as applied to a certificated security, means a form in which:
(i)
The security certificate specifies a person entitled to the security; and
(ii)
A transfer of the security may be registered upon books maintained for that purpose by or on behalf of the issuer, or the security certificate so states.

(14)

“Securities intermediary” means:
(i)
A clearing corporation; or
(ii)
A person, including a bank or broker, that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity.

(15)

“Security,” except as otherwise provided in section 4-8-103, means an obligation of an issuer or a share, participation, or other interest in an issuer or in property or an enterprise of an issuer:
(i)
Which is represented by a security certificate in bearer or registered form, or the transfer of which may be registered upon books maintained for that purpose by or on behalf of the issuer;
(ii)
Which is one of a class or series or by its terms is divisible into a class or series of shares, participations, interests, or obligations; and
(iii)
Which:

(A)

Is, or is of a type, dealt in or traded on securities exchanges or securities markets; or

(B)

Is a medium for investment and by its terms expressly provides that it is a security governed by this article.

(16)

“Security certificate” means a certificate representing a security.

(17)

“Security entitlement” means the rights and property interest of an entitlement holder with respect to a financial asset specified in part 5 of this article.

(18)

“Uncertificated security” means a security that is not represented by a certificate.

(b)

The following definitions in this article 8 and other articles apply to this article 8:
Appropriate person
Section 4-8-107
Control
Section 4-8-106
Controllable account
Section 4-9-102
Controllable electronic record
Section 4-12-102
Controllable payment intangible
Section 4-9-102
Delivery
Section 4-8-301
Investment company security
Section 4-8-103
Issuer
Section 4-8-201
Overissue
Section 4-8-210
Protected purchaser
Section 4-8-303
Securities account
Section 4-8-501

(c)

In addition, article 1 of this title contains general definitions and principles of construction and interpretation applicable throughout this article.

(d)

The characterization of a person, business, or transaction for purposes of this article does not determine the characterization of the person, business, or transaction for purposes of any other law, regulation, or rule.

Source: Section 4-8-102 — Definitions, https://leg.­colorado.­gov/sites/default/files/images/olls/crs2023-title-04.­pdf (accessed Oct. 20, 2023).

4‑8‑101
Short title
4‑8‑102
Definitions
4‑8‑103
Rules for determining whether certain obligations and interests are securities or financial assets
4‑8‑104
Acquisition of security or financial asset or interest therein
4‑8‑105
Notice of adverse claim
4‑8‑106
Control
4‑8‑107
Whether indorsement, instruction, or entitlement order is effective
4‑8‑108
Warranties in direct holding
4‑8‑109
Warranties in indirect holding
4‑8‑110
Applicability - choice of law
4‑8‑111
Clearing corporation rules
4‑8‑112
Creditor’s legal process
4‑8‑113
Statute of frauds inapplicable
4‑8‑114
Evidentiary rules concerning certificated securities
4‑8‑115
Securities intermediary and others not liable to adverse claimant
4‑8‑116
Securities intermediary as purchaser for value
4‑8‑201
Issuer
4‑8‑202
Issuer’s responsibility and defenses - notice of defect or defense
4‑8‑203
Staleness as notice of defect or defense
4‑8‑204
Effect of issuer’s restriction on transfer
4‑8‑205
Effect of unauthorized signature on security certificate
4‑8‑206
Completion or alteration of security certificate
4‑8‑207
Rights and duties of issuer with respect to registered owners
4‑8‑208
Effect of signature of authenticating trustee, registrar, or transfer agent
4‑8‑209
Issuer’s lien
4‑8‑210
Overissue
4‑8‑301
Delivery
4‑8‑302
Rights of purchaser
4‑8‑303
Protected purchaser
4‑8‑304
Indorsement
4‑8‑305
Instruction
4‑8‑306
Effect of guaranteeing signature, indorsement, or instruction
4‑8‑307
Purchaser’s right to requisites for registration of transfer
4‑8‑401
Duty of issuer to register transfer
4‑8‑402
Assurance that indorsement or instruction is effective
4‑8‑403
Demand that issuer not register transfer
4‑8‑404
Wrongful registration
4‑8‑405
Replacement of lost, destroyed, or wrongfully taken security certificate
4‑8‑406
Obligation to notify issuer of lost, destroyed, or wrongfully taken security certificate
4‑8‑407
Authenticating trustee, transfer agent, and registrar
4‑8‑501
Securities account - acquisition of security entitlement from securities intermediary
4‑8‑502
Assertion of adverse claim against entitlement holder
4‑8‑503
Property interest of entitlement holder in financial asset held by securities intermediary
4‑8‑504
Duty of securities intermediary to maintain financial asset
4‑8‑505
Duty of securities intermediary with respect to payments and distributions
4‑8‑506
Duty of securities intermediary to exercise rights as directed by entitlement holder
4‑8‑507
Duty of securities intermediary to comply with entitlement order
4‑8‑508
Duty of securities intermediary to change entitlement holder’s position to other form of security holding
4‑8‑509
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
4‑8‑510
Rights of purchaser of security entitlement from entitlement holder
4‑8‑511
Priority among security interests and entitlement holders
4‑8‑601
Effective date
4‑8‑602
Repeals
4‑8‑603
Saving clause
Green check means up to date. Up to date

Current through Fall 2024

§ 4-8-102’s source at colorado​.gov