(1) If a certificated security in registered form is presented to the issuer with a request to register transfer or an instruction is presented to the issuer with a request to register transfer of an uncertificated security, the issuer shall register the transfer as requested if:
(a) Under the terms of the security the person seeking registration of transfer is eligible to have the security registered in its name;
(b) The indorsement or instruction is made by the appropriate person or by an agent who has actual authority to act on behalf of the appropriate person;
(c) Reasonable assurance is given that the indorsement or instruction is genuine and authorized (RCW 62A.8-402);
(d) Any applicable law relating to the collection of taxes has been complied with;
(e) The transfer does not violate any restriction on transfer imposed by the issuer in accordance with RCW 62A.8-204;
(f) A demand that the issuer not register transfer has not become effective under RCW 62A.8-403, or the issuer has complied with RCW 62A.8-403(2) but no legal process or indemnity bond is obtained as provided in RCW 62A.8-403(4); and
(g) The transfer is in fact rightful or is to a protected purchaser.
(2) If an issuer is under a duty to register a transfer of a security, the issuer is liable to a person presenting a certificated security or an instruction for registration or to the person's principal for loss resulting from unreasonable delay in registration or failure or refusal to register the transfer.
[1995 c 48 § 34; 1986 c 35 § 37; 1965 ex.s. c 157 § 8-401.]