Section 8-208 - Effect of Signature of Authenticating Trustee, Registrar, or Transfer Agent(a) A person signing a security certificate as authenticating trustee, registrar, transfer agent, or the like, warrants to a purchaser for value of the certificated security, if the purchaser is without notice of a particular defect, that:(1) the certificate is genuine;(2) the person's own participation in the issue of the security is within the person's capacity and within the scope of the authority received by the person from the issuer; and(3) the person has reasonable grounds to believe that the certificated security is in the form and within the amount the issuer is authorized to issue.(b) Unless otherwise agreed, a person signing under subsection (a) of this section does not assume responsibility for the validity of the security in other respects.Okla. Stat. tit. 12A, § 8-208
Added by Laws 1961, p. 154, § 8-208. Amended by Laws 1984, c. 76, § 17, eff. 11/1/1984; Amended by Laws 1995, c. 242, § 24, eff. 2/1/1996.Oklahoma Code Comment
Section 8-208 provides for warranties by a transfer agent or similar party to a purchaser for value and without notice that (i) the certificate is genuine, (ii) the warrantor's participation is within its capacity and authority, and (iii) the warrantor has reasonable grounds to believe the security is authorized. Cf . UCC § 3-416. This reflects existing case law and the pre-revision statute.
Prior Statutory Provisions:
Pre-revision UCC § 8-208.