Fla. Stat. § 678.1011
Short title
Chapter 678 may be cited as “Uniform Commercial Code—Investment Securities.”
Florida Statutes Chapter 678 — UNIFORM COMMERCIAL CODE: INVESTMENT SECURITIES
Florida · statute · Fla. Stat. ch. 678 · 53 active provisions
Fla. Stat. § 678.1021
Definitions
(1) In this chapter:(a) “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.(b) “Bearer form,” as applied to a certificated security, means a form in whi…
Fla. Stat. § 678.1031
Rules for determining whether certain obligations and interests are securities or financial assets
(1) A share or similar equity interest issued by a corporation, business trust, joint stock company, or similar entity is a security.(2) 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…
Fla. Stat. § 678.1041
Acquisition of security or financial asset or interest therein
(1) A person acquires a security or an interest therein, under this chapter, if:(a) The person is a purchaser to whom a security is delivered pursuant to s. 678.3011; or(b) The person acquires a security entitlement to the security pursuant to s. 678.5011.(2) A person acquires a financial asset, other than a security,…
Fla. Stat. § 678.1051
Notice of adverse claim
(1) A person has notice of an adverse claim if:(a) The person knows of the adverse claim;(b) 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(c) The pe…
Fla. Stat. § 678.1061
Control
(1) A purchaser has “control” of a certificated security in bearer form if the certificated security is delivered to the purchaser.(2) A purchaser has “control” of a certificated security in registered form if the certificated security is delivered to the purchaser, and:(a) The certificate is indorsed to the purchaser…
Fla. Stat. § 678.1071
Whether indorsement, instruction, or entitlement order is effective
(1) “Appropriate person” means:(a) With respect to an indorsement, the person specified by a security certificate or by an effective special indorsement to be entitled to the security;(b) With respect to an instruction, the registered owner of an uncertificated security;(c) With respect to an entitlement order, the ent…
Fla. Stat. § 678.1081
Warranties in direct holding
(1) 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:(a) The certificate is genuine and has not been materially altered.(b) The transferor or indorser does not know of any fac…
Fla. Stat. § 678.1091
Warranties in indirect holding
(1) A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary that:(a) 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.(b) There is no adv…
Fla. Stat. § 678.1101
Applicability; choice of law
(1) The local law of the issuer’s jurisdiction, as specified in subsection (4), governs:(a) The validity of a security.(b) The rights and duties of the issuer with respect to registration of transfer.(c) The effectiveness of registration of transfer by the issuer.(d) Whether the issuer owes any duties to an adverse cla…
Fla. Stat. § 678.1111
Clearing corporation rules
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.
Fla. Stat. § 678.1121
Creditor’s legal process
(1) The interest of a debtor in a certificated security may be reached by a creditor only by actual seizure of the security certificate by the officer making the attachment or levy, except as otherwise provided in subsection (4). However, a certificated security for which the certificate has been surrendered to the iss…
Fla. Stat. § 678.1131
Statute of frauds inapplicable
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.
Fla. Stat. § 678.1141
Evidentiary rules concerning certificated securities
The following rules apply in an action on a certificated security against the issuer:(1) Unless specifically denied in the pleadings, each signature on a security certificate or in a necessary indorsement is admitted.(2) If the effectiveness of a signature is put in issue, the burden of establishing effectiveness is on…
Fla. Stat. § 678.1151
Securities intermediary and others not liable to adverse claimant
A securities intermediary that has transferred a financial asset pursuant to an effective entitlement order, or a broker or other agent or bailee that has dealt with a financial asset at the direction of its customer or principal, is not liable to a person having an adverse claim to the financial asset, unless the secu…
Fla. Stat. § 678.1161
Securities intermediary as purchaser for value
A securities intermediary that receives a financial asset and establishes a security entitlement to the financial asset in favor of an entitlement holder is a purchaser for value of the financial asset. A securities intermediary that acquires a security entitlement to a financial asset from another securities intermedi…
Fla. Stat. § 678.1171
Application of ch. 98-11
(1) This act does not affect an action or proceeding commenced before this act takes effect.(2) If a security interest in a security is perfected at the date this act takes effect, and the action by which the security interest was perfected would suffice to perfect a security interest under this act, no further action…
Fla. Stat. § 678.2011
Issuer
(1) With respect to an obligation on or a defense to a security, an “issuer” includes a person that:(a) Places or authorizes the placing of its name on a security certificate, other than as authenticating trustee, registrar, transfer agent, or the like, to evidence a share, participation, or other interest in its prope…
Fla. Stat. § 678.2021
Issuer’s responsibility and defenses; notice of defect or defense
(1) 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…
Fla. Stat. § 678.2031
Staleness as notice of defect or defense
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 setting a date on or after which the security is to be presented or surrendered for redemption or exchange, a purchaser is charged with notice o…
Fla. Stat. § 678.2041
Effect of issuer’s restriction on transfer
A restriction on transfer of a security imposed by the issuer, even if otherwise lawful, is ineffective against a person without knowledge of the restriction unless:(1) The security is certificated and the restriction is noted conspicuously on the security certificate; or(2) The security is uncertificated and the regis…
Fla. Stat. § 678.2051
Effect of unauthorized signature on security certificate
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:(1) An authenticating tru…
Fla. Stat. § 678.2061
Completion or alteration of security certificate
(1) If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect:(a) Any person may complete it by filling in the blanks as authorized; and(b) Even if the blanks are incorrectly filled in, the security certificate as completed is enforceable by a purchaser…
Fla. Stat. § 678.2071
Rights and duties of issuer with respect to registered owners
(1) 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,…
Fla. Stat. § 678.2081
Effect of signature of authenticating trustee, registrar, or transfer agent
(1) 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 a particular defect, that:(a) The certificate is genuine.(b) The person’s own participation in the issue of…
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