§ 336.8-201 — Issuer
Plain-Language Summary
This section defines who counts as an "issuer" of a security for purposes of obligations on, or defenses to, that security. An issuer includes a person that puts its name on a security certificate to evidence a share or other interest, creates an uncertificated security, creates a fractional interest represented by a certificate, or steps in for another issuer. A guarantor is an issuer to the extent of its guaranty, even if the guaranty is not noted on the certificate. For registering a transfer, the issuer is the person on whose behalf the transfer books are kept.
336.8-201 1995 c 194 art 1 s 53
336.8-201 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.
History:
History: History:
1995 c 194 art 1 s 17