Title 11, Chapter 8, Section 306
( 11-8-306)
Effect of guaranteeing signature, indorsement, or instruction. (a) A person who guarantees a signature of an indorser of a security
certificate warrants that at the time of signing: (1) The signature was genuine; (2) The signer was an appropriate person to indorse, or if the
signature is by an agent, the agent had actual authority to act on
behalf of the appropriate person; and (3) The signer had legal capacity to sign. (b) A person who guarantees a signature of the originator of an
instruction warrants that at the time of signing: (1) The signature was genuine; (2) The signer was an appropriate person to originate the
instruction, or if the signature is by an agent, the agent had
actual authority to act on behalf of the appropriate person, if
the person specified in the instruction as the registered owner
was, in fact, the registered owner, as to which fact the signature
guarantor does not make a warranty; and (3) The signer had legal capacity to sign. (c) A person who specially guarantees the signature of an originator
of an instruction makes the warranties of a signature guarantor
under subsection (b) of this Code section and also warrants that at
the time the instruction is presented to the issuer: (1) The person specified in the instruction as the registered
owner of the uncertificated security will be the registered owner;
and (2) The transfer of the uncertificated security requested in the
instruction will be registered by the issuer free from all liens,
security interests, restrictions, and claims other than those
specified in the instruction. (d) A guarantor under subsections (a) and (b) of this Code section
or a special guarantor under subsection (c) of this Code section
does not otherwise warrant the rightfulness of the transfer. (e) A person who guarantees an indorsement of a security certificate
makes the warranties of a signature guarantor under subsection (a)
of this Code section and also warrants the rightfulness of the
transfer in all respects. (f) A person who guarantees an instruction requesting the transfer
of an uncertificated security makes the warranties of a special
signature guarantor under subsection (c) of this Code section and
also warrants the rightfulness of the transfer in all respects. (g) An issuer may not require a special guaranty of signature, a
guaranty of indorsement, or a guaranty of instruction as a condition
to registration of transfer.
(h) The warranties under this Code section are made to a person
taking or dealing with the security in reliance on the guaranty,
and the guarantor is liable to the person for loss resulting from
their breach. An indorser or originator of an instruction whose
signature, indorsement, or instruction has been guaranteed is liable
to a guarantor for any loss suffered by the guarantor as a result of
breach of the warranties of the guarantor. |