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This entry was published on 2014-09-22
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Effect of Unauthorized Signature on Security Certificate
Uniform Commercial Code (UCC) CHAPTER 38, ARTICLE 8, PART 2
Section 8--205. Effect of Unauthorized Signature on Security


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 trustee, registrar, transfer agent, or other
person entrusted by the issuer with the signing of the security
certificate or of similar security certificates, or the immediate
preparation for signing of any of them; or

(2) an employee of the issuer, or of any of the persons listed in
subsection (1), entrusted with responsible handling of the security