1. If a certificated security in registered form is presented to an issuer with a request to register transfer or an instruction is presented to an issuer with a request to register transfer of an uncertificated security, the issuer shall register the transfer as requested if:
a. Under the terms of the security the person seeking registration of transfer is eligible to have the security registered in its name;
b. The endorsement or instruction is made by the appropriate person or by an agent who has actual authority to act on behalf of the appropriate person;
c. Reasonable assurance is given that the endorsement or instruction is genuine and authorized (section 41-08-35);
d. Any applicable law relating to the collection of taxes has been complied with;
e. The transfer does not violate any restriction on transfer imposed by the issuer in accordance with section 41-08-20;
f. A demand that the issuer not register transfer has not become effective under section 41-08-36, or the issuer has complied with subsection 2 of section 41-08-36 but no legal process or indemnity bond is obtained as provided in subsection 4 of section 41-08-36; and g. The transfer is in fact rightful or is to a protected purchaser.
2. If an issuer is under a duty to register a transfer of a security, the issuer is liable to a person presenting a certificated security or an instruction for registration or to the person's principal for loss resulting from unreasonable delay in registration or failure or refusal to register the transfer.