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HomeCommercial CodeDiv. 8Ch. 2§ 8205 Unauthorized Signature Liability

§ 8205 Unauthorized Signature Liability

Commercial Code·California
AI Summary·Official Text·Key Terms·Related Statutes·References
AI SummaryVerified

§ 8205 Unauthorized Signature Liability

This law says a signature on a security certificate is normally invalid if the signer wasn't authorized, but it can still be valid for a buyer who didn't know about the lack of authority and whose signer was someone the issuer entrusted to sign.

Key Takeaways

  • •An unauthorized signature on a security certificate is generally ineffective.
  • •The signature can still be effective for a purchaser who is unaware of the lack of authority.
  • •It applies when the signer is a trustee, registrar, employee, or other person the issuer entrusted to sign.

Example

A company issues a stock certificate that has a signature from its registrar. The registrar wasn't supposed to sign, but the buyer didn't know this and bought the stock in good faith.

Because the buyer didn't know the signature was unauthorized and the registrar was someone the company had entrusted to sign, the signature is treated as effective for the buyer.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source
View on CA.gov

§ 8205 Unauthorized Signature Liability

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 one of the following: (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. (2) An employee of the issuer, or of any of the persons listed in paragraph (1), entrusted with responsible handling of the security certificate. (Repealed and added by Stats. 1996, Ch. 497, Sec. 9. Effective January 1, 1997.)

Last verified: January 10, 2026

Key Terms

unauthorized signaturepurchaser for valueauthenticating trusteeregistrartransfer agent

Related Statutes

  • § 8208 Warranties Of Authenticating Trustees
  • § 8407 Security Agent Obligations
  • § 4208 Draft Payment Warranties
  • § 8202 Security Terms And References
  • § 10201 Lease Contract Enforcement Requirements

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Commercial Code. Section 8205.
View Official Source