1. (a) Delivery of a certificated security to a purchaser occurs when:
2. (1) the purchaser acquires possession of the security certificate;
3. (2) another person, other than a securities intermediary, either acquires possession of the security certificate on behalf of the purchaser or, having previously acquired possession of the certificate, acknowledges that it holds for the purchaser; or
4. (3) a securities intermediary acting on behalf of the purchaser acquires possession of the security certificate, only if the certificate is in registered form and is (i) registered in the name of the purchaser, (ii) payable to the order of the purchaser, or (iii) specially indorsed to the purchaser by an effective endorsement and has not been indorsed to the securities intermediary or in blank.
5. (b) Delivery of an uncertificated security to a purchaser occurs when:
6. (1) the issuer registers the purchaser as the registered owner, upon original issue or registration of transfer; or

7. (2) another person, other than a securities intermediary, either becomes the registered owner of the uncertificated security on behalf of the purchaser or, having previously become the registered owner, acknowledges that it holds for the purchaser.

   Oklahoma Code Comment This Section (but not the concept of "delivery") is new. Delivery is the formal step necessary for a purchaser to acquire a direct interest in a security under Article 8.

   Subsection (a) addresses delivery with respect to security certificates. Subsection (a)(1) recognizes that delivery occurs when the purchaser acquires possession of the security certificate (note indorsement is not required). Subsection (a)(2) recognizes that a purchaser can take delivery through another person when that other person acknowledges (s)he holds for the purchaser. Subsection (a)(3) recognizes delivery of the certificate to a securities intermediary if the certificate is in registered form and specially indorsed to the purchaser (but not the intermediary) by an effective indorsement.

   Subsection (b) defines delivery of uncertificated securities. Delivery occurs when either (i) the issuer registers the purchaser as the registered owner, or (ii) another person (usually an entity) either becomes the registered owner on behalf of the purchaser or acknowledges that it holds for the purchaser.

   The Oklahoma General Corporation Act provides that the transfer of stock, stock certificates and uncertificated stock shall be governed by UCC Article 8, and to the extent any provision of the Act is inconsistent with any provision of Article 8, Article 8 shall be controlling. See 18 Okla. Stat. § 1054. The Act also addresses restrictions on transfer of securities. See 18 Okla. Stat. § 1055. Absolute restrictions forbidding the alienation of corporate stock are invalid, but reasonable restrictions are not. See Renberg v. Zarrow, 667 P.2d 465 (Okla. 1983). See also Op. Att'y Gen. No. 84-3 (Apr. 13, 1984).

   Prior Statutory Provisions:

   18 Okla. Stat. §§ 1.87, 1.88 (1947).

Laws 1961, SB 36, p. 155, § 8-301; Amended by Laws 1984, HB 1800, c. 76, § 18, eff. November 1, 1984; Amended by Laws 1995, SB 522, c. 242, § 27, eff. February 1, 1996; Amended by Laws 2000, SB 1519, c. 371, § 163, eff. July 1, 2001 (superseded document available).