C.R.S. Section 4-8-110
Applicability

  • choice of law

(a)

The local law of the issuer’s jurisdiction, as specified in subsection (d) of this section, governs:

(1)

The validity of a security;

(2)

The rights and duties of the issuer with respect to registration of transfer;

(3)

The effectiveness of registration of transfer by the issuer;

(4)

Whether the issuer owes any duties to an adverse claimant to a security; and

(5)

Whether an adverse claim can be asserted against a person to whom transfer of a certificated or uncertificated security is registered or a person who obtains control of an uncertificated security.

(b)

The local law of the securities intermediary’s jurisdiction, as specified in subsection (e) of this section, governs:

(1)

Acquisition of a security entitlement from the securities intermediary;

(2)

The rights and duties of the securities intermediary and entitlement holder arising out of a security entitlement;

(3)

Whether the securities intermediary owes any duties to an adverse claimant to a security entitlement; and

(4)

Whether an adverse claim can be asserted against a person who acquires a security entitlement from the securities intermediary or a person who purchases a security entitlement or interest therein from an entitlement holder.

(c)

The local law of the jurisdiction in which a security certificate is located at the time of delivery governs whether an adverse claim can be asserted against a person to whom the security certificate is delivered.

(d)

“Issuer’s jurisdiction” means the jurisdiction under which the issuer of the security is organized or, if permitted by the law of that jurisdiction, the law of another jurisdiction specified by the issuer. An issuer organized under the law of this state may specify the law of another jurisdiction as the law governing the matters specified in subsection (a)(2) through (a)(5) of this section.

(e)

The following rules determine a “securities intermediary’s jurisdiction” for purposes of this section:

(1)

If an agreement between the securities intermediary and its entitlement holder governing the securities account expressly provides that a particular jurisdiction is the securities intermediary’s jurisdiction for purposes of this part 1, this article, or this title, that jurisdiction is the securities intermediary’s jurisdiction.

(2)

If paragraph (1) of this subsection (e) does not apply and an agreement between the securities intermediary and its entitlement holder governing the securities account expressly provides that the agreement is governed by the law of a particular jurisdiction, that jurisdiction is the securities intermediary’s jurisdiction.

(3)

If neither paragraph (1) nor paragraph (2) of this subsection (e) applies and an agreement between the securities intermediary and its entitlement holder expressly provides that the securities account is maintained at an office in a particular jurisdiction, that jurisdiction is the securities intermediary’s jurisdiction.

(4)

If none of paragraphs (1), (2), or (3) of this subsection (e) applies, the securities intermediary’s jurisdiction is the jurisdiction in which the office identified in an account statement as the office serving the entitlement holder’s account is located.

(5)

If none of paragraphs (1), (2), (3), or (4) of this subsection (e) applies, the securities intermediary’s jurisdiction is the jurisdiction in which the chief executive office of the securities intermediary is located.

(f)

A securities intermediary’s jurisdiction is not determined by the physical location of certificates representing financial assets, or by the jurisdiction in which is organized the issuer of the financial asset with respect to which an entitlement holder has a security entitlement, or by the location of facilities for data processing or other record keeping concerning the account.

(g)

The local law of the issuer’s jurisdiction or the securities intermediary’s jurisdiction governs a matter or transaction specified in subsection (a) or (b) of this section even if the matter or transaction does not bear any relation to the jurisdiction.

Source: Section 4-8-110 — Applicability - choice of law, 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

§ 4-8-110’s source at colorado​.gov