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84-8-201. Issuer. (a) With respect to an obligation on or a defense to a security, an issuer includes a person that:

(1) 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 property or in an enterprise, or to evidence its duty to perform an obligation represented by the certificate;

(2) creates a share, participation or other interest in its property or in an enterprise, or undertakes an obligation, that is an uncertificated security;

(3) directly or indirectly creates a fractional interest in its rights or property, if the fractional interest is represented by a security certificate; or

(4) becomes responsible for, or in place of, another person described as an issuer in this section.

(b) With respect to an obligation on or defense to a security, a guarantor is an issuer to the extent of its guaranty, whether or not its obligation is noted on a security certificate.

(c) With respect to a registration of a transfer, issuer means a person on whose behalf transfer books are maintained.

History: L. 1996, ch. 202, § 44; July 1.

KANSAS COMMENT, 1996

This section is a slightly modified version of the former 84-8-201. Subsection (a) defines the term "issuer" for purposes of Article 8. The term is also defined in other articles of the Code for those subjects. Likewise, the definition of "issuer" in the Kansas securities laws does not apply in Article 8.

Under subsection (b), a guarantor is bound whether or not the guaranty is noted on the security. This rule protects a holder in instances in which the guarantor does not make a commitment until after the securities have been issued.

Subsection (c) restricts the definition of "issuer" for the purposes of Part 4 of Article 8. See also 84-8-407, which expands the definition of issuer for some purposes.

Revisor's Note:

Former section 84-8-201 was repealed by L. 1996, ch. 202, § 91 and the number reassigned to the current text.


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