Registration in name of fiduciary
Sec. 2. A corporation or transfer agent registering a security in the name of a person who is a fiduciary or who is described as fiduciary is not bound to inquire into the existence, extent, or correct description of the fiduciary relationship; and thereafter the corporation and its transfer agent may assume without inquiry that the newly registered owner continues to be the fiduciary until the corporation or transfer agent receives written notice that the fiduciary is no longer acting as such with respect to the particular security.
Assignment by fiduciary
Sec. 3. Except as otherwise provided in this chapter, a corporation or transfer agent making a transfer of a security pursuant to an assignment by a fiduciary:
(a) may assume without inquiry that the assignment, even though to the fiduciary himself or to his nominee, is within his authority and capacity and is not in breach of his fiduciary duties;
(b) may assume without inquiry that the fiduciary has complied with any controlling instrument and with the law of the jurisdiction governing the fiduciary relationship, including any law requiring the fiduciary to obtain court approval of the transfer; and
(c) is not charged with notice of and is not bound to obtain or examine any court record or any recorded or unrecorded document relating to the fiduciary relationship or the assignment, even though the record or document is in its possession.
(Formerly: Acts 1961, c.124, s.3.) As amended by Acts 1982, P.L.171, SEC.97.
Evidence of appointment or incumbency
Sec. 4. A corporation or transfer agent making a transfer pursuant to an assignment by a fiduciary who is not the registered owner shall obtain the following evidence of appointment or incumbency:
(a) In the case of a fiduciary appointed or qualified by a court, a certificate issued by or under the direction or supervision of that court or an officer thereof and dated within sixty (60) days before the transfer; or
(b) 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 the corporation or transfer agent to be responsible or, in the absence of such a document or certificate, other evidence reasonably deemed by the corporation or transfer agent to be appropriate. Corporations and transfer agents may adopt standards with respect to evidence of appointment or incumbency under this subsection (b) provided such standards are not manifestly unreasonable. Neither the corporation nor transfer agent is charged with notice of the contents of any document obtained pursuant to this subsection (b) except to the extent that the contents relate directly to the appointment or incumbency.
(Formerly: Acts 1961, c.124, s.4.)
Sec. 5. (a) A person asserting a claim of beneficial interest
adverse to the transfer of a security pursuant to an assignment by a
fiduciary may give the corporation or transfer agent written notice of
the claim. The corporation or transfer agent is not put on notice
unless the written notice identifies the claimant, the registered owner,
and the issue of which the security is a part, provides an address for
communications directed to the claimant and is received before the
transfer. Nothing in this chapter relieves the corporation or transfer
agent of any liability for making or refusing to make the transfer after
it is so put on notice, unless it proceeds in the manner authorized in
(b) As soon as practicable after the presentation of a security for transfer pursuant to an assignment by a fiduciary, a corporation or transfer agent which has received notice of a claim of beneficial interest adverse to the transfer may send notice of the presentation by registered or certified mail to the claimant at the address given by him. If the corporation or transfer agent so mails such a notice it shall withhold the transfer for thirty (30) days after the mailing and shall then make the transfer unless restrained by a court order.
(Formerly: Acts 1961, c.124, s.5.) As amended by Acts 1982, P.L.171, SEC.98.
Nonliability of corporation or transfer agent
Sec. 6. A corporation or transfer agent incurs no liability to any person by making a transfer or otherwise acting in a manner authorized by this chapter.
(Formerly: Acts 1961, c.124, s.6.) As amended by Acts 1982, P.L.171, SEC.99.
Nonliability of third persons
Sec. 7. (a) No person who participates in the acquisition, disposition, assignment or transfer of a security by or to a fiduciary, including a person who guarantees the signature of the fiduciary, is liable for participation in any breach of fiduciary duty by reason of failure to inquire whether the transaction involves such a breach unless it is shown that he acted with actual knowledge that the proceeds of the transaction were being or were to be used wrongfully for the individual benefit of the fiduciary or that the transaction was otherwise in breach of duty.
(b) If a corporation or transfer agent makes a transfer pursuant to an assignment by a fiduciary, a person who guaranteed the signature of the fiduciary is not liable on the guarantee to any person to whom the corporation or transfer agent by reason of this chapter incurs no liability.
(c) This section does not impose any liability upon the corporation or its transfer agent.
(Formerly: Acts 1961, c.124, s.7.) As amended by Acts 1982, P.L.171, SEC.100.
Sec. 9. This chapter does not affect any obligation of a corporation or transfer agent with respect to estate, inheritance, succession, or other taxes imposed by the laws of this state.
(Formerly: Acts 1961, c.124, s.9.) As amended by Acts 1982, P.L.171, SEC.102.
Uniformity of interpretation
Sec. 10. This chapter shall be so construed as to effectuate its general purpose to make uniform the law of those states which enact it.
(Formerly: Acts 1961, c.124, s.10.) As amended by Acts 1982, P.L.171, SEC.103.
Sec. 11. This chapter may be cited as the Uniform Act for the Simplification of Fiduciary Security Transfers.
(Formerly: Acts 1961, c.124, s.11.) As amended by Acts 1982, P.L.171, SEC.104.