# Commercial Law (GCL)

## Title 8. Investment Securities

### Subtitle 4. Registration

#### Section 8-401

(a) If a certificated security in registered form is presented to an issuer with a request to register transfer or an instruction is presented to an issuer with a request to register transfer of an uncertificated security, the issuer shall register the transfer as requested if:

  (1) Under the terms of the security the person seeking registration of transfer is eligible to have the security registered in its name;

  (2) 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;

  (3) Reasonable assurance is given that the indorsement or instruction is genuine and authorized (Sec. 8-402 of this subtitle);

  (4) Any applicable law relating to the collection of taxes has been complied with;

  (5) The transfer does not violate any restriction on transfer imposed by the issuer in accordance with Sec. 8-204 of this title;

  (6) A demand that the issuer not register transfer has not become effective under Sec. 8-403 of this subtitle, or the issuer has complied with Sec. 8-403(b) of this subtitle but no legal process or indemnity bond is obtained as provided in Sec. 8-403(d) of this subtitle; and

  (7) The transfer is in fact rightful or is to a protected purchaser.

(b) 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.

---

Md. Code Ann., Com. Law (as displayed at mgaleg.maryland.gov, October 16, 2026)