Okla. Stat. tit. 12A § 8-201

Current through Laws 2024, c. 453.

Section 8-201 - "Issuer"

(a) With respect to an obligation on or a defense to a security, an "issuer" includes a person that:

(1) places or authorizes the placing of its name on a security certificate, other than as authenticating trustee, registrar, transfer agent, or the like, to evidence a share, participation, or other interest in its property or in an enterprise, or to evidence its duty to perform an obligation represented by the certificate;

(2) creates a share, participation, or other interest in its property or in an enterprise, or undertakes an obligation, that is an uncertificated security;

(3) directly or indirectly creates a fractional interest in its rights or property, if the fractional interest is represented by a security certificate; or

(4) becomes responsible for, or in place of , another person described as an issuer in this section.

(b) With respect to an obligation on or defense to a security, a guarantor is an issuer to the extent of its guaranty, whether or not its obligation is noted on a security certificate.

(c) With respect to a registration of a transfer, issuer means a person on whose behalf transfer books are maintained.

Okla. Stat. tit. 12A, § 8-201

Added by Laws 1961, p. 153, § 8-201. Amended by Laws 1984, HB 1800, c. 76, § 10, eff. 11/1/1984; Amended by Laws 1995, SB 522, c. 242, § 17, eff. 2/1/1996.

Oklahoma Code Comment

Article 8, Part 2, has been carried forward substantially from pre-revision Article 8, except that all the former transaction statement provisions have been deleted. See Official Revision Note 4 for a discussion of the removal of transaction statement requirements.

Section 8-201 defines "issuer" in order to identify those persons with the responsibilities and defenses set forth in Part 2. This definition should be read together with the definition of "security" in sub section 8-102(a)(15) , in that a "security" is an obligation of or an interest in an "issuer." An "issuer" is a "person" as defined in sub section 1-201(30) (including an individual or organization). The definitions have been clarified somewhat, but Section 8-201 is substantively unchanged from prior law.

Article 8, Part 2, provides a series of duties, obligations and defenses applicable to issuers. Similarly, the transfer and registration provisions in Article 8, Parts 3 and 4, are applicable to issuers because, in the direct holding system, all trades, transfers and registrations ultimately must be reflected on the issuer's books.

Prior Statutory Provisions:

18 Okla. Stat. §§ 1.73, 1.76 (1947).

48 Okla. Stat. §§ 141-143 (1910).

Pre-revision UCC § 8-201.