Okla. Stat. tit. 12A § 8-207

Current through Laws 2024, c. 453.

Section 8-207 - Rights and Duties of Issuer with Respect to Registered Owners

(a) Before due presentment for registration of transfer of a certificated security in registered form or of an instruction requesting registration of transfer of an uncertificated security, the issuer or indenture trustee may treat the registered owner as the person exclusively entitled to vote, receive notifications, and otherwise exercise all the rights and powers of an owner.

(b) This article does not affect the liability of the registered owner of a security for a call, assessment, or the like.

Okla. Stat. tit. 12A, § 8-207

Added by Laws 1961, p. 154, § 8-207. Amended by Laws 1984, HB 1800, c. 76, § 16, eff. 11/1/1984; Amended by Laws 1995, SB 522, c. 242, § 23, eff. 2/1/1996.

Oklahoma Code Comment

Section 8-207 provides that the issuer may treat the registered owner of a security as the owner for all purposes until such time as the certificate or other form of re-registration is presented to the issuer for transfer. This follows prior law and reflects the case law in Oklahoma. See Hastie v. FDIC, 2 F.3d 1042 (10th Cir. 1993); In re Hawaii Corp., 59 Bankr. 410 (D. Haw. 1986); P.E.B. Commentary No. 4; ALVIN C. HARRELL, FRED H. MILLER & WM. E. CARROLL, THE LAW OF PERSONAL PROPERTY SECURED TRANSACTIONS at 252-53 (1994). However, the revisions to Section 9-306 would reverse the Hastie conclusion that dividends are not proceeds of common stock.

See Kirkpatrick v. Jacobson's Lifetime Buildings, Inc., 467 P.2d 489 (Okla. 1970), an action to determine ownership of stock. The court held the evidence warranted a finding that the corporation owned stock, notwithstanding that the certificate was in another's possession or the stock was only transferred on the corporation's books and the stock certificate was not surrendered to the corporation.

Prior Statutory Provisions:

18 Okla. Stat. § 1.86 (1947).

Pre-revision UCC § 8-207.