1. (a) A person who is an appropriate person to make an indorsement or originate an instruction may demand that the issuer not register transfer of a security by communicating to the issuer a notification that identifies the registered owner and the issue of which the security is a part and provides an address for communications directed to the person making the demand. The demand is effective only if it is received by the issuer at a time and in a manner affording the issuer reasonable opportunity to act on it.

2. (b) 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 after a demand that the issuer not register transfer has become effective, the issuer shall promptly communicate to (i) the person who initiated the demand at the address provided in the demand and (ii) the person who presented the security for registration of transfer or initiated the instruction requesting registration of transfer a notification stating that:

3. (1) the

   certificated security has been presented for registration of transfer or instruction for registration of transfer of the uncertificated security has been received;

4. (2) a demand that the

   issuer not register transfer had previously been received; and

5. (3) the

   issuer will withhold registration of transfer for a period of time stated in the notification in order to provide the person who initiated the demand an opportunity to obtain legal process or an indemnity bond.

6. (c) The period described in paragraph (3) of subsection (b) of this section may not exceed thirty (30) days after the date of communication of the notification. A shorter period may be specified by the

   issuer if it is not manifestly unreasonable.

7. (d) An

   issuer is not liable to a person who initiated a demand that the issuer not register transfer for any loss the person suffers as a result of registration of a transfer pursuant to an effective indorsement or instruction if the person who initiated the demand does not, within the time stated in the issuer's communication, either:

8. (1) obtain an appropriate restraining order, injunction, or other process from a court of competent jurisdiction enjoining the

   issuer from registering the transfer; or

9. (2) file with the

   issuer an indemnity bond, sufficient in the issuer's judgment to protect the issuer and any transfer agent, registrar, or other agent of the issuer involved from any loss it or they may suffer by refusing to register the transfer.

10. (e) This section does not relieve an

    issuer from liability for registering transfer pursuant to an indorsement or instruction that was not effective.

    Oklahoma Code Comment

    This Section is new. It permits the registered owner, but not third parties, to demand that the issuer not register a transfer. It constitutes an exception to the normal requirements of obtaining legal process to prohibit transfers. See UCC § 8-404. The exception is intended to assist actual owners who have perhaps lost or misplaced their certificates or had them stolen. Consequently, the registered owner need not seek an indemnity bond or legal process prior to sending notification to the issuer not to register transfers. If, however, after prior notice by the registered owner not to transfer, the original certificate is presented for registration of transfer, then the issuer is required to notify the registered owner of that fact and defer registration for a period not exceeding 30 days. This provides the registered owner an opportunity to obtain the necessary legal process or post an indemnity bond to prevent the issuer from registering transfer. See UCC § 8-403(b). See also UCC § 8-404, Oklahoma Comment.

    Prior Statutory Provisions:

    Cf. pre-revision UCC § 8-403.

Laws 1961, SB 36, p. 160, §