All Roll Calls
Yes: 219 • No: 3
ConnecticutHB 069702025 Regular SessionHouse
AN ACT CONCERNING ADOPTION OF AMENDMENTS TO THE UNIFORM COMMERCIAL CODE.
Sponsored By: Judiciary Committee
Signed by Governor
Summary
To implement the recommendations of the Uniform Law Commission concerning the adoption of amendments to the Uniform Commercial Code.
judiciary
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Bill Overview
Analyzed Economic Effects
30 provisions identified: 6 benefits, 0 costs, 24 mixed.
Borrowers get deadlines for collateral releases
Beginning January 1, 2026, signed borrower demands trigger a 10-day deadline to transfer control of specified electronic collateral. Covered assets include electronic money, authoritative electronic chattel-paper and title-document copies, and controllable electronic records. Transfer goes to the borrower or their designee; the controllable-record rule excludes buyers of accounts or payment intangibles evidenced by that record. A signed demand also triggers a 10-day deadline to send a signed release to payers previously notified of the assignment.
Buyers protected from later lender advances
Beginning January 1, 2026, goods buyers gain protection against claims securing certain later lender advances. Protection starts when the lender learns of the purchase or 45 days after purchase, whichever comes first. Goods lessees receive parallel protection, with 45 days measured from when the lease contract becomes enforceable. An exception covers advances promised before that deadline through a qualifying commitment made without knowledge of the purchase or lease.
Consumer protections still cover digital-record transactions
Beginning January 1, 2026, applicable consumer protections continue to cover transactions involving controllable electronic records, a type of digital asset. These include laws covering consumer credit rates, charges, agreements, and lending practices. When those laws conflict with the law’s updated secured-lending rules in Article 9, the Article 9 rules take priority. This preserves existing protections rather than creating a new payment.
Debt explanations after lenders sell consumer goods
Beginning January 1, 2026, lenders must answer qualifying requests about money left over or still owed after selling consumer goods. This applies when the borrower is owed leftover money or a consumer remains liable for unpaid debt. The borrower or consumer must send a signed request after the sale. The lender must send an explanation within 14 days, or instead send a record forgiving the consumer’s remaining debt. Explanations can be electronic records rather than paper writings.
Digital borrowers retain claims against lenders
Beginning January 1, 2026, lenders owe duties involving controllable digital records and payment rights despite missing borrower identifying or contact information. The trigger is knowing that the collateral, linked records, and recording system lack that information. Knowledge is measured when control begins or the security interest becomes enforceable, whichever happens later. Related liability limits also do not shield lenders that know the person's debtor status and know the information is missing.
Electronic options for consumer collateral notices
Beginning January 1, 2026, consumer collateral-sale notices can offer paper requests, electronic requests, or both for explanations of amounts owed. Notices can also offer electronic contact about the explanation or sale. A telephone number remains required for the specified contacts.
Bank payment safeguards also assign losses
Beginning January 1, 2026, banks and customers can agree on payment security methods, including codes and biometrics. A signature comparison or known email, internet address, or phone number alone is not enough. An unauthorized order can bind the customer when the agreed procedure is commercially reasonable and the bank proves good faith and compliance. A customer-selected procedure can qualify through the law's agreement requirements, including recorded consent to be bound by compliant orders. For conflicting names and numbers, a pre-acceptance signed notice can prove the sender knew the bank could use the number.
Signed waivers can end commercial claims
Beginning January 1, 2026, a person harmed by an alleged commercial-code breach can give up all or part of a resulting claim. The person does not have to receive money or anything else in return. The agreement must be in a record signed by that person.
Bank payment instructions gain record options
Beginning January 1, 2026, payment orders can be oral or recorded, with a fixed or determinable amount and sender reimbursement. Payment cannot depend on a condition other than timing. Banks can reject orders orally or in a record; the notice must state refusal, and its timing depends on the agreed method and reasonableness. Senders can request changes or cancellation orally or in a record, but an applicable security procedure must verify them unless the bank agrees. Express recorded agreements can limit banks' collection rights or provide extra damages for payment failures, including resulting losses.
Checks gain digital and contract options
Beginning January 1, 2026, sending a check image and related information counts as issuing the check when the payee agrees. The transmission must let the bank collect the check electronically under federal law. Destroying the paper check during imaging does not erase the payment duty when its image and information are sent for payment. Negotiable instruments can also name governing law or a dispute forum without losing that status for those terms alone.
Digital asset buyers gain claim protections
Beginning January 1, 2026, buyers generally receive only the digital-record rights their sellers had or could transfer. Buyers obtaining control for value, in good faith, and without notice can take records free of property claims, including some perfected lender claims. A financing-statement filing alone does not give notice; claims against underlying payment, performance, or property rights generally remain. Buyers of specified commercial records can also defeat unperfected claims by giving value without knowledge and obtaining required possession or control. Separate rules define value for negotiable instruments, bank collections, letters of credit, and controllable electronic records.
Digital document holders gain control options
Beginning January 1, 2026, electronic title documents establish control by identifying the entitled holder and giving exclusive power to transfer control. For electronic goods-financing records, called chattel paper, systems must identify the buyer and authoritative copies and protect assignment and transfer powers. Another person can acknowledge holding control for the holder or buyer; for chattel paper, that person cannot be the seller. People are not required to acknowledge control for others. Acknowledgment alone creates no duty or requirement to confirm it to others, unless an agreement or another law provides otherwise.
Earlier digital claims face priority changes
Beginning January 1, 2026, updated rules generally determine which competing collateral claim ranks first. Priorities established before that date generally stay under the earlier law. On January 1, 2027, earlier priorities involving controllable electronic property and electronic money end to the extent the law changes them. The new digital-property rules govern competing claims when the secured-lending priority rules do not apply.
Fewer contract penalties for transferring claims
Beginning January 1, 2026, some contract terms cannot trigger default, termination, or other remedies merely because payment rights are transferred or pledged. Exceptions remain for specified lease transfers, sales of payment rights or notes, collateral dispositions, and acceptance of collateral. The law also defines who transfers or receives security interests and specified payment rights. These definitions cover both original transactions and later transfers between lenders.
Lender control determines digital asset priority
Beginning January 1, 2026, digital records and payment rights receive express classifications under commercial law. A controllable payment right must provide for payment to whoever controls its electronic record. Control requires an identifiable holder with substantially all benefits and exclusive powers to block others and transfer control. Another person can hold control on the holder's behalf after acknowledging that role, but cannot be the interest's transferor. Lenders controlling these records also control the linked payment rights and rank ahead of competing lenders without control.
Lenders gain claims on digital collateral
Beginning January 1, 2026, control can make loan claims enforceable against electronic money, documents, controllable records, and linked payment rights. The lender must give value, the borrower must have transferable rights, and control must follow the borrower's security agreement. Possession and control also support enforceable claims on chattel paper. Limits on claims against later-acquired consumer goods and business tort claims do not block the specified claims to proceeds or commingled goods. Existing rules let lenders controlling these digital assets hold non-money proceeds as security or apply funds to debt, subject to a statutory exception and contrary agreements with non-consumer borrowers.
Lenders gain deposit account control options
Beginning January 1, 2026, lenders can establish control of deposit accounts through another person, but not the borrower. That person must acknowledge holding or obtaining control for the lender. An agreement requiring the bank to follow the lender's instructions must be signed; the borrower can still retain withdrawal and transfer rights. The bank's jurisdiction governs the secured claim's protection against competing claims and its payment priority, even without another connection to that jurisdiction.
Lenders gain filing and control options
Beginning January 1, 2026, lenders can protect claims against competing creditors through control of listed digital assets, deposits, investments, and letter-of-credit rights. Control-based protection starts no earlier than control and lasts only while control continues; listed controlled assets need no financing statement. Filing remains an option for controllable accounts, electronic records, and payment intangibles; chattel paper protected through possession and control also needs no filing. Electronic money requires control, while physical money requires possession. Possession also protects claims on tangible chattel paper, beginning no earlier than possession and lasting only while possession continues.
Lenders get deadlines for existing claims
Beginning January 1, 2026, earlier valid transactions generally remain enforceable, but updated collateral rules also reach existing interests; previously started cases remain unaffected. Already-protected claims keep protection automatically when they meet the new requirements; otherwise, protection ends at the old deadline or January 1, 2027, whichever comes first. Previously enforceable but unprotected claims remain enforceable through the transition and gain protection when new requirements are satisfied. Continued enforceability requires meeting the new requirements by January 1, 2027. Earlier filings count to the extent they meet new requirements; qualifying non-filing actions provide temporary protection for claims attaching before January 1, 2027, unless updated by then.
Letters of credit gain record options
Beginning January 1, 2026, letters of credit and related confirmations, notices, transfers, changes, and cancellations can use any signed record. A signed record or the undertaking can choose the law governing liability; otherwise, the responsible party's location controls. Bank branches count as separate legal entities for jurisdiction, governing law, and recognition of letters of credit between branches. A branch's listed address controls; with multiple addresses, its issuing address controls. That location rule does not govern judgment enforcement.
Location rules govern competing collateral claims
Beginning January 1, 2026, collateral location governs specified claims involving goods, physical money, instruments, tangible title documents, and standing timber. This includes fixture filings, with an exception for collateral such as minerals extracted from the ground. Jurisdiction rules also govern securities and commodity collateral even without a transaction's connection to that jurisdiction. For electronic chattel paper, designated record or system rules identify the jurisdiction; otherwise, the borrower's location controls. For tangible-only chattel paper, copy location governs possession-based protection and priority, while borrower location governs protection through filing.
New categories govern lenders' payment claims
The law includes controllable accounts and controllable payment intangibles in existing payment-right categories, but excludes instrument-backed payments from accounts. Payers of negotiable instruments are not account debtors, even when the instrument evidences chattel paper. Chattel paper covers recorded payments secured by specific goods and recorded leases mainly providing possession and use, but excludes vessel-use and card payments. Writings evidencing chattel paper are not instruments under these secured-transaction rules. Deposit accounts are excluded from money; electronic money is also excluded when it cannot meet the law's control standard, while tangible money means physical money.
New payment directions after digital transfers
Beginning January 1, 2026, special payment rules replace ordinary assignment rules for controllable accounts and digital payment rights. Debtors generally can pay the current or former controller until receiving a valid signed transfer notice. That notice must identify the obligation and recipient and give a reasonable payment method; a signed agreement must already establish how to prove transfer. Debtors can request proof, pay the former controller if proof is not supplied promptly, and reject split-payment directions. Other laws protecting personal, family, or household debts remain applicable.
New protections for electronic money recipients
Beginning January 1, 2026, commercial law recognizes government-authorized money but excludes electronic exchange systems operating before government adoption. Control of electronic money requires an identifiable holder with substantially all benefits and exclusive powers to block others and transfer control. Another person can hold control on the holder's behalf, subject to limits on shared powers. Recipients who obtain control take electronic money free of a lender's security claim unless they collude with the debtor to violate that lender's rights.
New rules for goods financing records
Beginning January 1, 2026, delivery of specified paper commercial records means voluntarily transferring possession. Lenders can protect claims on goods-financing records, called chattel paper, by holding every authoritative paper copy and controlling every authoritative electronic copy. Protection through this method lasts only while both requirements remain satisfied. Buyers giving new value in good faith during ordinary business can gain priority through the required possession and control. Against claims beyond inventory proceeds, buyers must also lack knowledge that the purchase violates the lender's rights.
New signing and notice rules for contracts
Beginning January 1, 2026, commercial records can be signed with physical marks or electronic symbols, sounds, or processes. The signer must intend to approve the record. Notices can use mail or usual communication methods, with costs paid and a reasonable address used; timely receipt also qualifies. Courts decide whether a reasonable person should have noticed a contract term, considering all circumstances. Specified collateral actions require signed records, including proceeds demands, transfer statements, acceptance proposals and objections, and post-default consents or waivers.
Protected business units gain commercial recognition
Beginning January 1, 2026, a qualifying protected unit within an entity counts as a person under commercial law. This applies to a protected series created under law outside Connecticut's commercial code. That law must limit creditors' access to the series' assets, either directly or after stated conditions are satisfied.
Signed records govern merchants' goods deals
Beginning January 1, 2026, a merchant's signed promise keeps a goods offer open without payment for that promise. It lasts for the stated time, or a reasonable time if unstated, but no longer than three months. A promise on the recipient's form requires the merchant's separate signature. A goods contract can require signed changes or cancellation through a writing or another record; non-merchants must separately sign that requirement on merchant forms. A seal alone does not make a goods contract or offer subject to sealed-instrument rules.
Updated rules for goods lease contracts
Beginning January 1, 2026, goods-lease records can be approved by signing, adopting a symbol, or processing the record, including encryption. The person must intend to identify themselves and accept the record. Electronic terms can count as noticeable when a reasonably configured computer agent can react without human review. Terms also qualify when a person or agent must act on them before proceeding. For leases combining goods with services or other property, goods-lease rules apply more broadly when the goods portion predominates, subject to finance-lease rules.
Which laws govern digital collateral claims
Beginning January 1, 2026, a digital record's designated jurisdiction generally governs record rights and lender priority; the District of Columbia is the fallback. The debtor's location governs filing-based protection and automatic protection for payment rights created by sale. Contrary agreements work only as allowed, although an effective agreement can select another law for payment-discharge rules. After the governing jurisdiction changes, existing protection for covered collateral lasts until its old expiration or four months, whichever comes first. Lenders must satisfy the new jurisdiction's rules before that deadline or lose protection, including retroactively against purchasers for value.
Sponsors & Cosponsors
Sponsor
Judiciary Committee
Affiliation unavailable
Cosponsors
There are no cosponsors for this bill.
Roll Call Votes
House vote • 4/10/2025
JUD Vote Tally Sheet-A
Yes: 0 • No: 0
Senate vote • 4/10/2025
Senate Roll Call Vote 424
Yes: 36 • No: 0
House vote • 4/10/2025
JUD Vote Tally Sheet (Joint Favorable Substitute)
Yes: 39 • No: 0
House vote • 4/10/2025
House Roll Call Vote 98
Yes: 144 • No: 3
Actions Timeline
Signed by the Governor
7/8/2025legislatureTransmitted by Secretary of the State to Governor
6/25/2025legislatureTransmitted to the Secretary of State
6/25/2025legislaturePublic Act 25-145
6/17/2025legislatureOn Consent Calendar / In Concurrence
6/4/2025legislatureSenate Passed
6/4/2025SenateSenate Calendar Number 488
5/15/2025SenateFavorable Report, Tabled for the Calendar, Senate
5/15/2025SenateHouse Passed
5/13/2025HouseFile Number 809
4/29/2025legislatureHouse Calendar Number 501
4/29/2025HouseFavorable Report, Tabled for the Calendar, House
4/29/2025HouseReported Out of Legislative Commissioners' Office
4/29/2025legislatureReferred to Office of Legislative Research and Office of Fiscal Analysis 04/28/25 5:00 PM
4/22/2025legislatureFiled with Legislative Commissioners' Office
4/11/2025legislatureJoint Favorable Substitute
4/10/2025legislaturePublic Hearing 03/03
2/26/2025legislatureReferred to Joint Committee on Judiciary
2/13/2025legislature
Bill Text
Public Act No. 25-145
6/17/2025
File No. 809
4/29/2025
JUD Joint Favorable Substitute
4/10/2025
Raised Bill
2/13/2025
Bill Analysis For File Copy 809
Fiscal Note For File Copy 809
House Roll Call Vote 98
JUD Joint Fav. Rpt
JUD Vote Tally Sheet (Joint Favorable Substitute)
JUD Vote Tally Sheet-A
Senate Roll Call Vote 424
Summary for Public Act No. 25-145
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