CHAPTER 5. UNIFORM ACT FOR THE SIMPLIFICATION OF FIDUCIARY SECURITY TRANSFERS
IC 30-2-5
Chapter 5. Uniform Act for the Simplification of Fiduciary
Security Transfers
IC 30-2-5-1
Definitions
Sec. 1. In this chapter and IC 30-2-6, unless the context otherwise
requires:
(1) "Assignment" includes any written stock power, bond
power, bill of sale, deed, declaration of trust, or other
instrument of transfer.
(2) "Claim of beneficial interest" includes a claim of any
interest by a decedent's legatee, distributee, heir, or creditor, a
beneficiary under a trust, a protected person, a beneficial owner
of a security registered in the name of a nominee, or an owner
under eighteen (18) years of age, of a security registered in the
name of a custodian, or a claim of any similar interest, whether
the claim is asserted by the claimant or by a fiduciary or by any
other authorized person on the claimant's behalf, and includes
a claim that the transfer would be in breach of fiduciary duties.
(3) "Corporation" means a private or public corporation,
association, or trust issuing a security.
(4) "Fiduciary" means an executor, administrator, trustee,
guardian, committee, conservator, curator, tutor, custodian, or
nominee.
(5) "Person" includes an individual, a corporation, government
or governmental subdivision or agency, business trust, estate,
trust, partnership or association, two (2) or more persons having
a joint or common interest, or any other legal or commercial
entity.
(6) "Security" includes any share of stock, bond, debenture,
note, or other security issued by a corporation which is
registered as to ownership on the books of the corporation.
(7) "Transfer" means a change on the books of a corporation in
the registered ownership of a security.
(8) "Transfer agent" means a person employed or authorized by
a corporation to transfer securities issued by the corporation.
(Formerly: Acts 1961, c.124, s.1; Acts 1973, P.L.293, SEC.1.) As
amended by P.L.33-1989, SEC.91.
IC 30-2-5-2
Registration in name of fiduciary
Sec. 2. A corporation or transfer agent registering a security in the
name of a person who is a fiduciary or who is described as fiduciary
is not bound to inquire into the existence, extent, or correct
description of the fiduciary relationship; and thereafter the
corporation and its transfer agent may assume without inquiry that
the newly registered owner continues to be the fiduciary until the
corporation or transfer agent receives written notice that the fiduciary
is no longer acting as such with respect to the particular security.
(Formerly: Acts 1961, c.124, s.2.)
IC 30-2-5-3
Assignment by fiduciary
Sec. 3. Except as otherwise provided in this chapter, a corporation
or transfer agent making a transfer of a security pursuant to an
assignment by a fiduciary:
(a) may assume without inquiry that the assignment, even
though to the fiduciary himself or to his nominee, is within his
authority and capacity and is not in breach of his fiduciary
duties;
(b) may assume without inquiry that the fiduciary has complied
with any controlling instrument and with the law of the
jurisdiction governing the fiduciary relationship, including any
law requiring the fiduciary to obtain court approval of the
transfer; and
(c) is not charged with notice of and is not bound to obtain or
examine any court record or any recorded or unrecorded
document relating to the fiduciary relationship or the
assignment, even though the record or document is in its
possession.
(Formerly: Acts 1961, c.124, s.3.) As amended by Acts 1982,
P.L.171, SEC.97.
IC 30-2-5-4
Evidence of appointment or incumbency
Sec. 4. A corporation or transfer agent making a transfer pursuant
to an assignment by a fiduciary who is not the registered owner shall
obtain the following evidence of appointment or incumbency:
(a) In the case of a fiduciary appointed or qualified by a court, a
certificate issued by or under the direction or supervision of that
court or an officer thereof and dated within sixty (60) days before the
transfer; or
(b) In any other case, a copy of a document showing the
appointment or a certificate issued by or on behalf of a person
reasonably believed by the corporation or transfer agent to be
responsible or, in the absence of such a document or certificate, other
evidence reasonably deemed by the corporation or transfer agent to
be appropriate. Corporations and transfer agents may adopt standards
with respect to evidence of appointment or incumbency under this
subsection (b) provided such standards are not manifestly
unreasonable. Neither the corporation nor transfer agent is charged
with notice of the contents of any document obtained pursuant to this
subsection (b) except to the extent that the contents relate directly to
the appointment or incumbency.
(Formerly: Acts 1961, c.124, s.4.)
IC 30-2-5-5
Adverse claims
Sec. 5. (a) A person asserting a claim of beneficial interest
adverse to the transfer of a security pursuant to an assignment by a
fiduciary may give the corporation or transfer agent written notice of
the claim. The corporation or transfer agent is not put on notice
unless the written notice identifies the claimant, the registered owner,
and the issue of which the security is a part, provides an address for
communications directed to the claimant and is received before the
transfer. Nothing in this chapter relieves the corporation or transfer
agent of any liability for making or refusing to make the transfer after
it is so put on notice, unless it proceeds in the manner authorized in
subsection (b).
(b) As soon as practicable after the presentation of a security for
transfer pursuant to an assignment by a fiduciary, a corporation or
transfer agent which has received notice of a claim of beneficial
interest adverse to the transfer may send notice of the presentation by
registered or certified mail to the claimant at the address given by
him. If the corporation or transfer agent so mails such a notice it shall
withhold the transfer for thirty (30) days after the mailing and shall
then make the transfer unless restrained by a court order.
(Formerly: Acts 1961, c.124, s.5.) As amended by Acts 1982,
P.L.171, SEC.98.
IC 30-2-5-6
Nonliability of corporation or transfer agent
Sec. 6. A corporation or transfer agent incurs no liability to any
person by making a transfer or otherwise acting in a manner
authorized by this chapter.
(Formerly: Acts 1961, c.124, s.6.) As amended by Acts 1982,
P.L.171, SEC.99.
IC 30-2-5-7
Nonliability of third persons
Sec. 7. (a) No person who participates in the acquisition,
disposition, assignment or transfer of a security by or to a fiduciary,
including a person who guarantees the signature of the fiduciary, is
liable for participation in any breach of fiduciary duty by reason of
failure to inquire whether the transaction involves such a breach
unless it is shown that he acted with actual knowledge that the
proceeds of the transaction were being or were to be used wrongfully
for the individual benefit of the fiduciary or that the transaction was
otherwise in breach of duty.
(b) If a corporation or transfer agent makes a transfer pursuant to
an assignment by a fiduciary, a person who guaranteed the signature
of the fiduciary is not liable on the guarantee to any person to whom
the corporation or transfer agent by reason of this chapter incurs no
liability.
(c) This section does not impose any liability upon the corporation
or its transfer agent.
(Formerly: Acts 1961, c.124, s.7.) As amended by Acts 1982,
P.L.171, SEC.100.
IC 30-2-5-8
Territorial application
Sec. 8. (a) The rights and duties of a corporation and its transfer
agents in registering a security in the name of a fiduciary or in
making a transfer of a security pursuant to an assignment by a
fiduciary are governed by the law of the jurisdiction under whose
laws the corporation is organized.
(b) This chapter applies to the rights and duties of a person other
than the corporation and its transfer agents with regard to acts and
omissions in this state in connection with the acquisition, disposition,
assignment, or transfer of a security by or to a fiduciary and of a
person who guarantees in this state the signature of a fiduciary in
connection with such a transaction.
(Formerly: Acts 1961, c.124, s.8.) As amended by Acts 1982,
P.L.171, SEC.101.
IC 30-2-5-9
Tax obligations
Sec. 9. This chapter does not affect any obligation of a
corporation or transfer agent with respect to estate, inheritance,
succession, or other taxes imposed by the laws of this state.
(Formerly: Acts 1961, c.124, s.9.) As amended by Acts 1982,
P.L.171, SEC.102.
IC 30-2-5-10
Uniformity of interpretation
Sec. 10. This chapter shall be so construed as to effectuate its
general purpose to make uniform the law of those states which enact
it.
(Formerly: Acts 1961, c.124, s.10.) As amended by Acts 1982,
P.L.171, SEC.103.
IC 30-2-5-11
Short title
Sec. 11. This chapter may be cited as the Uniform Act for the
Simplification of Fiduciary Security Transfers.
(Formerly: Acts 1961, c.124, s.11.) As amended by Acts 1982,
P.L.171, SEC.104.