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HomeCommercial CodeDiv. 8Ch. 3§ 8304 Security Endorsement Rules

§ 8304 Security Endorsement Rules

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

§ 8304 Security Endorsement Rules

Key Takeaways

  • •You can sign over a paper stock certificate in two ways: just sign it (blank) or say who it goes to (special).
  • •Signing it doesn’t finish the transfer—you still have to hand over the actual paper.
  • •If you buy a stock paper but it’s missing the right signature, you don’t fully own it until that signature is added.
  • •Signing the paper doesn’t guarantee the company will pay—it only proves you’re the current owner.

Example

You sell your old Disney stock certificate to your cousin.

You sign the back (blank) and hand her the paper. Now she owns it, but Disney won’t let her vote or get dividends until she adds her own name and sends it in.

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

Official Source
View on CA.gov

§ 8304 Security Endorsement Rules

(a) An endorsement may be in blank or special. An endorsement in blank includes an endorsement to bearer. A special endorsement specifies to whom a security is to be transferred or who has power to transfer it. A holder may convert a blank endorsement to a special endorsement. (b) An endorsement purporting to be only of part of a security certificate representing units intended by the issuer to be separately transferable is effective to the extent of the endorsement. (c) An endorsement, whether special or in blank, does not constitute a transfer until delivery of the certificate on which it appears or, if the endorsement is on a separate document, until delivery of both the document and the certificate. (d) If a security certificate in registered form has been delivered to a purchaser without a necessary endorsement, the purchaser may become a protected purchaser only when the endorsement is supplied. However, against a transferor, a transfer is complete upon delivery and the purchaser has a specifically enforceable right to have any necessary endorsement supplied. (e) An endorsement of a security certificate in bearer form may give notice of an adverse claim to the certificate, but it does not otherwise affect a right to registration that the holder possesses. (f) Unless otherwise agreed, a person making an endorsement assumes only the obligations provided in Section 8108 and not an obligation that the security will be honored by the issuer. (Repealed and added by Stats. 1996, Ch. 497, Sec. 9. Effective January 1, 1997.)

Last verified: January 23, 2026

Key Terms

endorsement in blankspecial endorsementtransferdeliveryprotected purchaser

Related Statutes

  • § 10303 Lease Transfer Restrictions
  • § 8301 Delivery Of Certificated Security
  • § 8302 Purchaser Rights Acquisition
  • § 8303 Protected Purchaser Definition
  • § 10301 Lease Contract Enforcement

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Commercial Code. Section 8304.
View Official Source