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| Home > Statutes > Usa Missouri |
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USA Statutes : missouri
Title : TRADE AND COMMERCE
Chapter : Chapter 403 Security Transfers by Fiduciaries
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In sections 403.250 to 403.350, unless the context otherwise
requires:
(1) "Assignment" includes any written stock power, bond power, bill of
sale, deed, declaration of trust or other instrument of transfer;
(2) "Claim of beneficial interest" includes a claim of any interest by a
decedent's legatee, distributee, heir or creditor, a beneficiary under a
trust, a ward, a beneficial owner of a security registered in the name of
a nominee, or a minor owner of a security registered in the name of a
custodian, or a claim of any similar interest, whether the claim is
asserted by the claimant or by a fiduciary or by any other authorized
person on his behalf, and includes a claim that the transfer would be in
breach of fiduciary duties;
(3) "Corporation" means a private or public corporation, association or
trust issuing a security;
(4) "Fiduciary" means an executor, administrator, trustee, guardian,
committee, conservator, curator, tutor, custodian or nominee;
(5) "Person" includes an individual, a corporation, government or
governmental subdivision or agency, business trust, estate, trust,
partnership or association, two or more persons having a joint or common
interest, or any other legal or commercial entity;
(6) "Security" includes any share of stock, bond, debenture, note or
other security issued by a corporation which is registered as to
ownership on the books of the corporation;
(7) "Transfer" means a change on the books of a corporation in the
registered ownership of a security;
(8) "Transfer agent" means a person employed or authorized by a
corporation to transfer securities issued by the corporation. (L. 1959
S.B. 241 § 1)
A corporation or transfer agent registering a security in the
name of a person who is a fiduciary or who is described as a fiduciary is
not bound to inquire into the existence, extent, or correct description
of the fiduciary relationship, and thereafter the corporation and its
transfer agent may assume without inquiry that the newly registered owner
continues to be the fiduciary until the corporation or transfer agent
receives written notice that the fiduciary is no longer acting as such
with respect to the particular security. (L. 1959 S.B. 241 § 2)
Except as otherwise provided in sections 403.250 to 403.350, a
corporation or transfer agent making a transfer of a security pursuant to
an assignment by a fiduciary:
(1) May assume without inquiry that the assignment, even though to the
fiduciary himself or to his nominee, is within his authority and capacity
and is not in breach of his fiduciary duties;
(2) May assume without inquiry that the fiduciary has complied with any
controlling instrument and with the law of the jurisdiction governing the
fiduciary relationship, including any law requiring the fiduciary to
obtain court approval of the transfer; and
(3) Is not charged with notice of and is not bound to obtain or examine
any court record or any recorded or unrecorded document relating to the
fiduciary relationship or the assignment, even though the record or
document is in its possession. (L. 1959 S.B. 241 § 3)
A corporation or transfer agent making a transfer pursuant to an
assignment by a fiduciary who is not the registered owner shall obtain
the following evidence of appointment or incumbency:
(1) In the case of a fiduciary appointed or qualified by a court, a
certificate issued by or under the direction or supervision of that court
or an officer thereof and dated within sixty days before the transfer; or
(2) In any other case, a copy of a document showing the appointment or a
certificate issued by or on behalf of a person reasonably believed by the
corporation or transfer agent to be responsible or, in the absence of
such a document or certificate, other evidence reasonably deemed by the
corporation or transfer agent to be appropriate. Corporations and
transfer agents may adopt standards with respect to evidence of
appointment or incumbency under this subdivision provided such standards
are not manifestly unreasonable. Neither the corporation nor transfer
agent is charged with notice of the contents of any document obtained
pursuant to this subdivision except to the extent that the contents
relate directly to the appointment or incumbency. (L. 1959 S.B. 241 § 4)
1. A person asserting a claim of beneficial interest adverse to
the transfer of a security pursuant to an assignment by a fiduciary may
give the corporation or transfer agent written notice of the claim. The
corporation or transfer agent is not put on notice unless the written
notice identifies the claimant, the registered owner and the issue of
which the security is a part, provides an address for communications
directed to the claimant and is received before the transfer. Nothing in
sections 403.250 to 403.350 relieves the corporation or transfer agent of
any liability for making or refusing to make the transfer after it is so
put on notice, unless it proceeds in the manner authorized in subsection
2.
2. As soon as practicable after the presentation of a security for
transfer pursuant to an assignment by a fiduciary, a corporation or
transfer agent which has received notice of a claim of beneficial
interest adverse to the transfer may send notice of the presentation by
registered or certified mail to the claimant at the address given by him.
If the corporation or transfer agent so mails such a notice it shall
withhold the transfer for thirty days after the mailing and shall then
make the transfer unless restrained by a court order. (L. 1959 S.B. 241 §
5)
A corporation or transfer agent incurs no liability to any
person by making a transfer or otherwise acting in a manner authorized by
sections 403.250 to 403.350. (L. 1959 S.B. 241 § 6)
1. No person who participates in the acquisition, disposition,
assignment or transfer of a security by or to a fiduciary including a
person who guarantees the signature of the fiduciary is liable for
participation in any breach of fiduciary duty by reason of failure to
inquire whether the transaction involves such a breach unless it is shown
that he acted with actual knowledge that the proceeds of the transaction
were being or were to be used wrongfully for the individual benefit of
the fiduciary or that the transaction was otherwise in breach of duty.
2. If a corporation or transfer agent makes a transfer pursuant to an
assignment by a fiduciary, a person who guaranteed the signature of the
fiduciary is not liable on the guarantee to any person to whom the
corporation or transfer agent by reason of sections 403.250 to 403.350
incurs no liability.
3. This section does not impose any liability upon the corporation or its
transfer agent. (L. 1959 S.B. 241 § 7)
1. The rights and duties of a corporation and its transfer
agents in registering a security in the name of a fiduciary or in making
a transfer of a security pursuant to an assignment by a fiduciary are
governed by the law of the jurisdiction under whose laws the corporation
is organized.
2. Sections 403.250 to 403.350 apply to the rights and duties of a person
other than the corporation and its transfer agents with regard to acts
and omissions in this state in connection with the acquisition,
disposition, assignment or transfer of a security by or to a fiduciary
and of a person who guarantees in this state the signature of a fiduciary
in connection with such a transaction. (L. 1959 S.B. 241 § 8)
Sections 403.250 to 403.350 do not affect any obligation of a
corporation or transfer agent with respect to estate, inheritance,
succession or other taxes imposed by the laws of this state. (L. 1959
S.B. 241 § 9)
This law shall be so construed as to effectuate its general
purpose to make uniform the law of those states which enact it. (L. 1959
S.B. 241 § 10)
Sections 403.250 to 403.350 may be cited as the "Uniform Law for
Simplification of Fiduciary Security Transfers". (L. 1959 S.B. 241 § 11)
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