Ohio · statute · Ohio Rev. Code ch. 1308 · 49 active provisions
(A) In this chapter: (1) "Adverse claim" means a claim that a claimant has a property interest in a financial asset and that it is a violation of the rights of the claimant for another person to hold, transfer, or deal with the financial asset.(2) "Bearer form," as applied to a certificated security, means a form in wh…
(A) A share or similar equity interest issued by a corporation, business trust, joint stock company, or similar entity is a security. (B) An "investment company security" is a security. "Investment company security" means a share or similar equity interest issued by an entity that is registered as an investment company…
(A) Except as otherwise provided in divisions (A)(1) and (2) of this section, the provisions of this chapter which validate a security or compel its issue or reissue do not apply to the extent that validation, issue, or reissue would result in overissue.(1) If an identical security which does not constitute an overissu…
The following rules apply in an action on a certificated security against the issuer:(A) Unless specifically denied in the pleadings, each signature on a security certificate or in a necessary indorsement is admitted;(B) If the effectiveness of a signature is put in issue, the burden of establishing effectiveness is on…
(A) The local law of the issuer's jurisdiction, as specified in division (D) of this section, governs:(1) The validity of a security;(2) The rights and duties of the issuer with respect to registration of transfer;(3) The effectiveness of registration of transfer by the issuer;(4) Whether the issuer owes any duties to…
A rule adopted by a clearing corporation governing rights and obligations among the clearing corporation and its participants in the clearing corporation is effective even if the rule conflicts with this chapter and affects another party who does not consent to the rule.
A contract or modification of a contract for the sale or purchase of a security is enforceable whether or not there is a writing signed or record authenticated by a party against whom enforcement is sought, even if the contract or modification is not capable of performance within one year of its making.
(A) With respect to obligations on or defenses to a security, "issuer" includes a person who:(1) Places or authorizes the placing of its name on a security certificate, otherwise than as authenticating trustee, registrar, transfer agent, or the like, to evidence a share, participation, or other interest in its property…
(A) Even against a purchaser for value and without notice, the terms of a certificated security include terms stated on the certificate and terms made part of the security by reference on the certificate to another instrument, indenture, or document or to a constitution, statute, ordinance, rule, regulation, order, or…
After an act or event, other than a call that has been revoked, creating a right to immediate performance of the principal obligation represented by a certificated security or that sets a date on or after which the security is to be presented or surrendered for redemption or exchange, a purchaser is charged with notice…
(A) A restriction on transfer of a security imposed by the issuer, even if otherwise lawful, is ineffective against a person without actual knowledge of it unless:(1) The security is certificated and the restriction is noted conspicuously on the security certificate; or(2) The security is uncertificated and the registe…
An unauthorized signature placed on a security certificate before or in the course of issue is ineffective, but the signature is effective in favor of a purchaser for value of the certificated security if the purchaser is without notice of the lack of authority and the signing has been done by:(A) An authenticating tru…
(A) If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect:(1) Any person may complete it by filling in the blanks as authorized; and(2) Even if the blanks are incorrectly filled in, the security as completed is enforceable by a purchaser who took it…
(A) Before due presentment for registration of transfer of a certificated security in registered form or of an instruction requesting registration of transfer of an uncertificated security, the issuer or indenture trustee may treat the registered owner as the person exclusively entitled to vote, receive notifications,…
(A) A person signing a security certificate as authenticating trustee, registrar, transfer agent, or the like, warrants to a purchaser for value of the certificated security, if the purchaser is without notice of the particular defect, that:(1) The certificate is genuine;(2) The person's own participation in the issue…
(A) Except as otherwise provided in divisions (B) and (C) of this section, a purchaser of a certificated or uncertificated security acquires all rights in the security that the transferor had or had power to transfer.(B) A purchaser of a limited interest acquires rights only to the extent of the interest purchased.(C)…
(A) A "protected purchaser" means a purchaser of a certificated or uncertificated security, or of an interest therein, who:(1) Gives value;(2) Does not have notice of any adverse claim to the security; and(3) Obtains control of the certificated or uncertificated security.(B) In addition to acquiring the rights of a pur…
(A) A person acquires a security or an interest therein, under this chapter, if:(1) The person is a purchaser to whom a security is delivered pursuant to section 1308.27 of the Revised Code; or(2) The person acquires a security entitlement to the security pursuant to section 1308.51 of the Revised Code.(B) A person acq…
(A) A person has notice of an adverse claim if:(1) The person knows of the adverse claim;(2) The person is aware of facts sufficient to indicate that there is a significant probability that the adverse claim exists and deliberately avoids information that would establish the existence of the adverse claim; or(3) The pe…
(A) A person who transfers a certificated security to a purchaser for value warrants to the purchaser, and an indorser, if the transfer is by indorsement, warrants to any subsequent purchaser, that:(1) The certificate is genuine and has not been materially altered;(2) The transferor or indorser does not know of any fac…
(A) A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary that:(1) The entitlement order is made by an appropriate person, or if the entitlement order is by an agent, the agent has actual authority to act on behalf of the appropriate person; and(2) There is no…
(A) An indorsement may be in blank or special. An indorsement in blank includes an indorsement to bearer. A special indorsement specifies to whom a security is to be transferred or who has power to transfer it. A holder may convert a blank indorsement to a special indorsement.(B) An indorsement purporting to be only of…
(A) "Appropriate person" means:(1) With respect to an indorsement, the person specified by a security certificate or by an effective special indorsement to be entitled to the security;(2) With respect to an instruction, the registered owner of an uncertificated security;(3) With respect to an entitlement order, the ent…
(A) A purchaser has "control" of a certificated security in bearer form if the certificated security is delivered to the purchaser.(B) A purchaser has "control" of a certificated security in registered form if the certificated security is delivered to the purchaser, and:(1) The certificate is indorsed to the purchaser…
(A) If an instruction has been originated by an appropriate person but is incomplete in any other respect, any person may complete it as authorized and the issuer may rely on it as completed, even though it has been completed incorrectly.(B) Unless otherwise agreed, a person initiating an instruction assumes only the o…