Tex. Bus. & Com. Code § 8.404 · Subchapter D. REGISTRATION
WRONGFUL REGISTRATION.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) Except as otherwise provided in Section 8.406, an issuer is liable for wrongful registration of transfer if the issuer has registered a transfer of a security to a person not entitled to it, and the transfer was registered:
(1) pursuant to an ineffective indorsement or instruction;
(2) after a demand that the issuer not register transfer became effective under Section 8.403(a) and the issuer did not comply with Section 8.403(b);
(3) after the issuer had been served with an appropriate injunction, restraining order, or other process from a court of competent jurisdiction enjoining it from registering the transfer, and the issuer had a reasonable opportunity to act on the injunction, restraining order, or other legal process; or
(4) by an issuer acting in collusion with the wrongdoer.
(b) An issuer that is liable for wrongful registration of transfer under Subsection (a) on demand shall provide the person entitled to the security with a like certificated or uncertificated security and any payments or distributions that the person did not receive as a result of the wrongful registration. If an overissue would result, the issuer's liability to provide the person with a like security is governed by Section 8.210.
(c) Except as otherwise provided in Subsection (a) or in a law relating to the collection of taxes, an issuer is not liable to an owner or other person suffering loss as a result of the registration of a transfer of a security if registration was made pursuant to an effective indorsement or instruction.
Notes and commentary — not statutory text
History
Amended by Acts 1995, 74th Leg., ch. 962, Sec. 1, eff. Sept. 1, 1995.
Source of truth
- Edition
- Current through the 89th 2nd Called Legislative Session, 2025
- Official file
- https://statutes.capitol.texas.gov/Docs/BC/htm/BC.8.htm
- Text hash
- sha256 68de2e2fffe152806b79460401e9869c5d30c5b05010f340dc35e3881f7da84f
- Composed by
- compose_tx.py 2026-10-05: the Legislative Council's chapter files read in document order; verify_tx.py's independent reading (lxml DOM walk) agrees character for character
This section cites
Provisions in this library that the text above cites, as it prints each citation. A range cited as “ss. 61.13-61.16” links its first and last provisions.
Business & Commerce Code
- Tex. Bus. & Com. Code § 8.210OVERISSUE.Printed as Section 8.210
- Tex. Bus. & Com. Code § 8.403DEMAND THAT ISSUER NOT REGISTER TRANSFER.Printed as Section 8.403(a) | Section 8.403(b)
- Tex. Bus. & Com. Code § 8.406OBLIGATION TO NOTIFY ISSUER OF LOST, DESTROYED, OR WRONGFULLY TAKEN SECURITY CERTIFICATE.Printed as Section 8.406
Cited by 1 provision
Provisions in this library whose text cites Tex. Bus. & Com. Code § 8.404. Each shows the citation as that text prints it.
Procedural information only. Not legal advice and not a substitute for the advice of an attorney. Confirm the current text with the official publisher before relying on it.