The Florida Senate

678.406  Duty of authenticating trustee, transfer agent, or registrar.--

(1)  If a person acts as authenticating trustee, transfer agent, registrar, or other agent for an issuer in the registration of transfers of its certificated securities or in the registration of transfers, pledges, and releases of its uncertificated securities, in the issue of new securities, or in the cancellation of surrendered securities:

(a)  He or she is under a duty to the issuer to exercise good faith and due diligence in performing his or her functions; and

(b)  With regard to the particular functions he or she performs, he or she has the same obligation to the holder or owner of a certificated security or to the owner or pledgee of an uncertificated security and has the same rights and privileges as the issuer has in regard to those functions.

(2)  Notice to an authenticating trustee, transfer agent, registrar or other agent is notice to the issuer with respect to the functions performed by the agent.

History.--s. 1, ch. 65-254; s. 1, ch. 87-275; s. 675, ch. 97-102.

Note.--s. 8-406, U.C.C.