# Tenn. Code Ann. § 47-8-105: Notice of adverse claim > Tennessee · Statutes · In force URL: https://www.frixlaw.com/law-library/statutes/STATE_TN_T47_C8_S47-8-105 ## Section - **Citation:** Tenn. Code Ann. § 47-8-105 - **Heading:** Notice of adverse claim - **Jurisdiction:** Tennessee - **Kind:** Statutes - **Status:** In force - **Text as of:** August 14, 2026 - **Source:** Compiled text - **Location:** TN Code / Title 47 / Chapter 8 / Section 47-8-105 ## Text (a) A person has notice of an adverse claim if: (1) the person knows of the adverse claim; (2) the person is aware of facts sufficient to indicate that there is a significant probability that the adverse claim exists and deliberately avoids information that would establish the existence of the adverse claim; or (3) the person has a duty, imposed by statute or regulation, to investigate whether an adverse claim exists, and the investigation so required would establish the existence of the adverse claim. (b) Having knowledge that a financial asset or interest therein is or has been transferred by a representative imposes no duty of inquiry into the rightfulness of a transaction and is not notice of an adverse claim. However, a person who knows that a representative has transferred a financial asset or interest therein in a transaction that is, or whose proceeds are being used, for the individual benefit of the representative or otherwise in breach of duty has notice of an adverse claim. (c) An act or event that creates a right to immediate performance of the principal obligation represented by a security certificate or sets a date on or after which the certificate is to be presented or surrendered for redemption or exchange does not itself constitute notice of an adverse claim except in the case of a transfer more than: (1) one (1) year after a date set for presentment or surrender for redemption or exchange; or (2) six (6) months after a date set for payment of money against presentation or surrender of the certificate, if money was available for payment on that date. (d) A purchaser of a certificated security has notice of an adverse claim if the security certificate: (1) whether in bearer or registered form, has been endorsed "for collection" or "for surrender" or for some other purpose not involving transfer; or (2) is in bearer form and has on it an unambiguous statement that it is the property of a person other than the transferor, but the mere writing of a name on the certificate is not such a statement. (e) Filing of a financing statement under chapter 9 of this title is not notice of an adverse claim to a financial asset. Acts 1997, ch. 79, § 1. (a) A person has notice of an adverse claim if: (1) the person knows of the adverse claim; (2) the person is aware of facts sufficient to indicate that there is a significant probability that the adverse claim exists and deliberately avoids information that would establish the existence of the adverse claim; or (3) the person has a duty, imposed by statute or regulation, to investigate whether an adverse claim exists, and the investigation so required would establish the existence of the adverse claim. (1) the person knows of the adverse claim; (2) the person is aware of facts sufficient to indicate that there is a significant probability that the adverse claim exists and deliberately avoids information that would establish the existence of the adverse claim; or (3) the person has a duty, imposed by statute or regulation, to investigate whether an adverse claim exists, and the investigation so required would establish the existence of the adverse claim. (b) Having knowledge that a financial asset or interest therein is or has been transferred by a representative imposes no duty of inquiry into the rightfulness of a transaction and is not notice of an adverse claim. However, a person who knows that a representative has transferred a financial asset or interest therein in a transaction that is, or whose proceeds are being used, for the individual benefit of the representative or otherwise in breach of duty has notice of an adverse claim. by a representative imposes no duty of inquiry into the rightfulness of a transaction and is not notice of an adverse claim. However, a person who knows that a representative has transferred a financial asset or interest therein in a transaction that is, or whose proceeds are being used, for the individual benefit of the representative or otherwise in breach of duty has notice of an adverse claim. (c) An act or event that creates a right to immediate performance of the principal obligation represented by a security certificate or sets a date on or after which the certificate is to be presented or surrendered for redemption or exchange does not itself constitute notice of an adverse claim except in the case of a transfer more than: (1) one (1) year after a date set for presentment or surrender for redemption or exchange; or (2) six (6) months after a date set for payment of money against presentation or surrender of the certificate, if money was available for payment on that date. (1) one (1) year after a date set for presentment or surrender for redemption or exchange; or (2) six (6) months after a date set for payment of money against presentation or surrender of the certificate, if money was available for payment on that date. (d) A purchaser of a certificated security has notice of an adverse claim if the security certificate: (1) whether in bearer or registered form, has been endorsed "for collection" or "for surrender" or for some other purpose not involving transfer; or (2) is in bearer form and has on it an unambiguous statement that it is the property of a person other than the transferor, but the mere writing of a name on the certificate is not such a statement. (1) whether in bearer or registered form, has been endorsed "for collection" or "for surrender" or for some other purpose not involving transfer; or (2) is in bearer form and has on it an unambiguous statement that it is the property of a person other than the transferor, but the mere writing of a name on the certificate is not such a statement. (e) Filing of a financing statement under chapter 9 of this title is not notice of an adverse claim to a financial asset. Acts 1997, ch. 79, § 1. ## Nearby sections - [Tenn. Code Ann. § 47-8-101 Short title](https://www.frixlaw.com/law-library/statutes/STATE_TN_T47_C8_S47-8-101.md) - [Tenn. Code Ann. § 47-8-102 Definitions](https://www.frixlaw.com/law-library/statutes/STATE_TN_T47_C8_S47-8-102.md) - [Tenn. Code Ann. § 47-8-103 Rules for determining whether certain obligations and interests are securities or financial assets](https://www.frixlaw.com/law-library/statutes/STATE_TN_T47_C8_S47-8-103.md) - [Tenn. Code Ann. § 47-8-104 Acquisition of security or financial asset or interest therein](https://www.frixlaw.com/law-library/statutes/STATE_TN_T47_C8_S47-8-104.md) - [Tenn. Code Ann. § 47-8-105 Notice of adverse claim](https://www.frixlaw.com/law-library/statutes/STATE_TN_T47_C8_S47-8-105.md) - [Tenn. Code Ann. § 47-8-106 Control](https://www.frixlaw.com/law-library/statutes/STATE_TN_T47_C8_S47-8-106.md) - [Tenn. Code Ann. § 47-8-107 Whether endorsement, instruction, or entitlement order is effective](https://www.frixlaw.com/law-library/statutes/STATE_TN_T47_C8_S47-8-107.md) - [Tenn. Code Ann. § 47-8-108 Warranties in direct holding](https://www.frixlaw.com/law-library/statutes/STATE_TN_T47_C8_S47-8-108.md) - [Tenn. Code Ann. § 47-8-109 Warranties in indirect holding](https://www.frixlaw.com/law-library/statutes/STATE_TN_T47_C8_S47-8-109.md) - [Tenn. Code Ann. § 47-8-110 Applicability - Choice of law](https://www.frixlaw.com/law-library/statutes/STATE_TN_T47_C8_S47-8-110.md) - [Tenn. Code Ann. § 47-8-111 Clearing corporation rules](https://www.frixlaw.com/law-library/statutes/STATE_TN_T47_C8_S47-8-111.md) - [Tenn. Code Ann. § 47-8-112 Creditor's legal process](https://www.frixlaw.com/law-library/statutes/STATE_TN_T47_C8_S47-8-112.md) - [Tenn. Code Ann. § 47-8-113 Statute of frauds inapplicable](https://www.frixlaw.com/law-library/statutes/STATE_TN_T47_C8_S47-8-113.md) - [Tenn. Code Ann. § 47-8-114 Evidentiary rules concerning certificated securities](https://www.frixlaw.com/law-library/statutes/STATE_TN_T47_C8_S47-8-114.md) --- Source: Frix Law Library, https://www.frixlaw.com/law-library/statutes/STATE_TN_T47_C8_S47-8-105. Check the current official text before relying on it. Not legal advice.