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SECOND REGULAR SESSION
HOUSE BILL NO. 3336
103RD GENERAL ASSEMBL Y
INTRODUCED BY REPRESENT A TIVE BUTZ.
7136H.01I JOSEPH ENGLER, Chief Clerk
AN ACT
T o amend chapter 362, RSMo, by adding thereto one new section relating to signature
guarantees on securities.
Be it enacted by the General Assembly of the state of Missouri, as follows:
Section A. Chapter 362, RSMo, is amended by adding thereto one new section, to be
2 known as section 362.1 125, to read as follows:
362.1 125. 1. For purposes of this section, unless the context clearly indicates
2 otherwise, the following terms mean:
3 (1) "Dir ector", the dir ector of the division of finance;
4 (2) "Eligible guarantor institution", includes the following entities:
5 (a) "Bank", shall have the same meaning as in section 409.1-102;
6 (b) "Brok er and dealer", shall have the same meaning as in section 409.1-102;
7 (c) "Credit union", a not-for -pr ofit corporation organized for the purposes of
8 encouraging thrift among its members, cr eating a source of credi t at a fair and
9 r easonable rate of interes t, pr oviding for the mutual benefit and general welfar e of its
10 members with the earnings, savings, benefits, and services being distributed to its
11 members, for financial and financially relat ed services, and for an opportunity for its
12 members to improve their economic and social conditions;
13 (d) National securities exchanges, r egister ed securities associations, clearing
14 agencies, as those terms ar e used under the federal Securities Exchange Act of 1934;
15 (e) "Savings and loan holding company", shall have the same meaning as in
16 section 369.086;
EXPLANA TION — Matter enclosed in bold-faced brackets [thus] in the above bill is not enacted and is
intended to be omitted from the law . Matter in bold-face type in the above bill is proposed language.
17 (3) "Guarantee", a guarantee of the signature of the person endorsing a
18 certificated security or originating an instruction to transfer ownership of a security or
19 instructions concerning transfer of securities;
20 (4) "Registere d security", a security the ownership of which is regi stered on the
21 books of the Department of the T reas ury . It is payable at maturity or call for
22 r edemption befor e maturity in accordance with its terms to the person in whose name it
23 is inscribed, or his or her assignee;
24 (5) "Security", except as otherwise pr ovided in section 400.8-103, an obligation
25 of an issuer or a share, participation, or other interes t in an issuer or in pro perty or an
26 enterprise of an issuer:
27 (a) That is r epresent ed by a security certificate in bear er or re gistered form, or
28 the transfer of which may be regi stered upon books maintained for that purpose by or
29 on behalf of the issuer;
30 (b) That is one of a class or series or by its terms is divisible into a class or series
31 of shares , participations, inter ests or obligations; and
32 (c) That:
33 a. Is, or is of a type, dealt in or traded on securities exchanges or securities
34 markets; or
35 b. Is a medium for investment and by its terms expr essly pr ovides that it is a
36 security;
37 (6) "Signature guarantee pr ogram", a prog ram established under 17 CFR
38 240.17Ad-15, issued under the authority of the Securities and Exchange Act of 1934, as
39 amended. For the purposes of this definition, the Securities T ransfer Agents Medallion
40 Pr ogram (ST AMP), the Stock Exchange Medallion Pr ogram (SEMP), and the New Y ork
41 Stock Exchange, Inc. Medallion Signatur e Pro gram ar e r ecognized as such signatur e
42 guarantee prog rams;
43 (7) "T ransfer", any voluntary conveyance of an interes t in a certificated or
44 uncertificated security;
45 (8) "T ransfer agent", any person r egistered or r equir ed to be re gistered as a
46 transfer agent under the federal securities law;
47 (9) "T ransfer verification guarantee", a written or electr onic guarantee that:
48 (a) The identity of the person executing the transfer has been verified;
49 (b) The person has legal authority and capacity to effect the transfer;
50 (c) The eligible guarantor institution has no actual knowledge of undisclosed
51 adverse claims; and
52 (d) Is accepted under the signatur e guarantee pr ogram;
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53 (10) "T ransferable securities", ar e either in reg istered or bear er form and ref er
54 to securities that may be sold on the market and transfer of title accomplished by
55 assignment and delivery if in r egister ed form, or by delivery only if in bear er form.
56 2. A transfer verification guarantee fro m an eligible guarantor institution
57 constitutes a binding guarantee to the issuer of the security , any transfer agent
58 pr ocessing the transfer , and any person who acquires the security in r eliance of the
59 guarantee. A transfer agent or issuer that accepts a transfer verification guarantee shall
60 not be r equir ed to independently verify the identity or authority of the security or
61 r egister ed security .
62 3. An issuer or transfer agent that accepts a transfer verification guarantee in
63 good faith and in compliance with this section and section 400.8-101 et seq. shall not be
64 held liable for losses r esulting solely fr om rel ying upon the guarantee or the signatur e
65 guarantee prog ram.
66 4. The signature guarantee progra m shall allow a transfer agent to promot e the
67 pr ompt, accurate, and safe transfer of securities and regi stered securities by pr oviding:
68 (1) Adequate pr otection to the transfer agent against risk of financial loss in the
69 event persons have no recourse against the eligible guarantor institution; and
70 (2) Adequate pr otection to the transfer agent against the issuance of
7 1 unauthorized guarantees.
72 5. An eligible guarantor institution that participates in the signature guarantee
73 pr ogram shall offer the service of validating a medallion signature guarantee.
74 6. If a conflict arises between the federal law and the pro visions of this section,
75 the federal law shall control. T o the extent ther e are inconsistencies between the
76 pr ovisions of this section and section 400.8-101 et seq. of the Uniform Commer cial Code,
77 the requi rem ents r elating to the signatur e guarantee pro gram prev ail on what is
78 r egarded as a valid signature guarantee on whether the medallion stamp was prope rly
79 affixed and validated by an eligible guarantor institution.
80 7. The director may pro mulgate all necessary rules and regul ations for the
81 administration of this section. Any rule or portion of a rule, as that term is defined in
82 section 536.010, that is crea ted under the authority delegated in this section shall
83 become effective only if it complies with and is subject to all of the provi sions of chapter
84 536 and, if applicable, section 536.028. This section and chapter 536 are nonseverable
85 and if any of the powers vested with the general assembly pursuant to chapter 536 to
86 r eview , to delay the effective date, or to disappr ove and annul a rule are subsequently
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87 held unconstitutional, then the grant of rulemaking authority and any rule pr oposed or
88 adopted after August 28, 2026, shall be invalid and void.
✔
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