C.R.S. Section 4-8-403
Demand that issuer not register transfer

(a)

A person who is an appropriate person to make an indorsement or originate an instruction may demand that the issuer not register transfer of a security by communicating to the issuer a notification that identifies the registered owner and the issue of which the security is a part and provides an address for communications directed to the person making the demand. The demand is effective only if it is received by the issuer at a time and in a manner affording the issuer reasonable opportunity to act on it.

(b)

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 after a demand that the issuer not register transfer has become effective, the issuer shall promptly communicate to (i) the person who initiated the demand at the address provided in the demand and (ii) the person who presented the security for registration of transfer or initiated the instruction requesting registration of transfer a notification stating that:

(1)

The certificated security has been presented for registration of transfer or the instruction for registration of transfer of the uncertificated security has been received;

(2)

A demand that the issuer not register transfer had previously been received; and

(3)

The issuer will withhold registration of transfer for a period of time stated in the notification in order to provide the person who initiated the demand an opportunity to obtain legal process or an indemnity bond.

(c)

The period described in subsection (b)(3) of this section may not exceed thirty days after the date of communication of the notification. A shorter period may be specified by the issuer if it is not manifestly unreasonable.

(d)

An issuer is not liable to a person who initiated a demand that the issuer not register transfer for any loss the person suffers as a result of registration of a transfer pursuant to an effective indorsement or instruction if the person who initiated the demand does not, within the time stated in the issuer’s communication, either:

(1)

Obtain an appropriate restraining order, injunction, or other process from a court of competent jurisdiction enjoining the issuer from registering the transfer; or

(2)

File with the issuer an indemnity bond, sufficient in the issuer’s judgment to protect the issuer and any transfer agent, registrar, or other agent of the issuer involved from any loss it or they may suffer by refusing to register the transfer.

(e)

This section does not relieve an issuer from liability for registering transfer pursuant to an indorsement or instruction that was not effective.

Source: Section 4-8-403 — Demand that issuer not register transfer, 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

§ 4-8-403’s source at colorado​.gov