State Codes and Statutes

Statutes > Utah > Title-70a > Chapter-08 > 70a-8-106

70A-8-106. Whether indorsement, instruction, or entitlement order is effective.
(1) "Appropriate person" means:
(a) with respect to an indorsement, the person specified by a security certificate or by aneffective special indorsement to be entitled to the security;
(b) with respect to an instruction, the registered owner of an uncertificated security;
(c) with respect to an entitlement order, the entitlement holder;
(d) if the person designated in Subsection (1)(a), (b), or (c) is deceased, the designatedperson's successor taking under other law or the designated person's personal representativeacting for the estate of the decedent; or
(e) if the person designated in Subsection (1)(a), (b), or (c) lacks capacity, the designatedperson's guardian, conservator, or other similar representative who has power under other law totransfer the security or financial asset.
(2) An indorsement, instruction, or entitlement order is effective if:
(a) it is made by the appropriate person;
(b) it is made by a person who has power under the law of agency to transfer the securityor financial asset on behalf of the appropriate person, including, in the case of an instruction orentitlement order, a person who has control under Subsection 70A-8-105(3)(b) or (4)(b); or
(c) the appropriate person has ratified it or is otherwise precluded from asserting itsineffectiveness.
(3) An indorsement, instruction, or entitlement order made by a representative iseffective even if:
(a) the representative has failed to comply with a controlling instrument or with the lawof the state having jurisdiction of the representative relationship, including any law requiring therepresentative to obtain court approval of the transaction; or
(b) the representative's action in making the indorsement, instruction, or entitlementorder or using the proceeds of the transaction is otherwise a breach of duty.
(4) If a security is registered in the name of or specially indorsed to a person described asa representative, or if a securities account is maintained in the name of a person described as arepresentative, an indorsement, instruction, or entitlement order made by the person is effectiveeven though the person is no longer serving in the described capacity.
(5) Effectiveness of an indorsement, instruction, or entitlement order is determined as ofthe date the indorsement, instruction, or entitlement order is made, and an indorsement,instruction, or entitlement order does not become ineffective by reason of any later change ofcircumstances.

Amended by Chapter 324, 2010 General Session