A lien in favor of an issuer upon a certificated security is valid against a purchaser only if the right of the issuer to the lien is noted conspicuously on the security certificate.
UCC Official Comments © by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
This section is similar to Sections 8-202 [ 55-8-202 NMSA 1978] and 8-204 [ 55-8-204 NMSA 1978] which require that the terms of a certificated security and any restriction on transfer imposed by the issuer be noted on the security certificate. This section differs from those two sections in that the purchaser's knowledge of the issuer's claim is irrelevant. "Noted" makes clear that the text of the lien provisions need not be set forth in full. However, this would not override a provision of an applicable corporation code requiring statement in haec verba. This section does not apply to uncertificated securities. It applies to the indirect holding system in the same fashion as Sections 8-202 [ 55-8-202 NMSA 1978] and 8-204 [ 55-8-204 NMSA 1978], see Comment 2 to Section 8-202.
"Certificated security" Section 8-102(a)(4) [ 55-8-102 NMSA 1978]
"Issuer" Section 8-201 [ 55-8-201 NMSA 1978]
"Purchaser" Sections 1-201(33) & 8-116 [55-1-201 & 55-8-116 NMSA 1978]
"Security" Section 8-102(a)(15)
"Security certificate" Section 8-102(a)(16)