OhioHB 195136th General Assembly (2025-2026)HouseWALLET

Revise the Ohio Uniform Commercial Code

Sponsored By: Adam Mathews (Republican), Dani Isaacsohn (Democratic)

Signed by Governor

CommerceUniform Commercial CodeCourts and Civil LawCourts

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Bill Overview

Analyzed Economic Effects

41 provisions identified: 11 benefits, 0 costs, 30 mixed.

Farm suppliers gain secured payment rights

Farm producers delivering products to handlers, and handlers delivering to other handlers, gain a lien securing payment under express or implied contracts. From the first delivery, the lien covers the products and sale proceeds for all deliveries under that contract. It secures the contract price or, if no price is fixed, Ohio agriculture market-news value on the affidavit date. The lien depends on compliance with the law's lien requirements and cannot be waived. People selling only their own products or buying for personal use are not handlers.

Bank customers gain transfer security safeguards

Banks and customers can agree to transfer security procedures using codes, sounds, biometrics, and similar tools. An email address, internet protocol address, or phone number alone is not a security procedure. To attribute an unauthorized order to a customer through that procedure, it must be commercially reasonable. The bank must prove good-faith acceptance and compliance with its duties, including applicable customer agreements or instructions. These safeguards do not guarantee repayment for every disputed transfer.

Borrowers get limits on collateral claims

A later-acquired property clause generally reaches consumer goods only when the borrower acquires rights within 10 days after the lender gives value. Added goods attached to existing goods have an exception; commercial tort claims generally cannot be reached through these clauses. Exceptions also cover proceeds, commingled goods, and property that comes from covered goods or claims. Initial collateral filings, or amendments adding collateral or a debtor, generally need debtor authorization in a signed record. A security agreement authorizes filings for its collateral and specified proceeds; statutory alternatives and qualifying agricultural liens also allow authorization.

Borrowers regain collateral after debt ends

After secured debt ends and no commitment to give more value remains, a signed borrower demand triggers collateral-release duties. Within 10 days, lenders must make the required releases or transfers for covered accounts, investments, credit-letter rights, and electronic collateral. They must also send signed releases to notified payment obligors within 10 days, except for assignments that sold payment rights. Separate filing-termination deadlines depend on the case: one month after debt and commitments end, or 20 days after signed demand if earlier. In other covered cases, the filing-termination deadline is 20 days after receipt.

Goods buyers protected from later loans

Goods buyers and lessees gain protection from collateral claims securing later advances, including purchases and leases in ordinary business. For buyers, protection begins after the lender learns of the purchase or 45 days after purchase, whichever comes first. For lessees, it begins after lender knowledge or 45 days after the lease becomes enforceable, whichever comes first. Advances under commitments made without knowledge of the purchase or lease before the relevant 45-day period ends are excluded.

Lenders retain duties for controlled collateral

Lenders holding or controlling collateral under the listed rules have the code's rights and duties for custody and care. For specified controllable digital collateral, certain liability limits do not shield lenders from claims by debtors or obligors. The exception also covers known gaps in relevant identifying or contact information in the collateral, related record, or system. These tests apply at the later of obtaining control or the security interest attaching.

Signed merchant offers must stay open

A merchant's signed promise to keep a goods-sale or goods-lease offer open is binding without payment for that promise. It lasts for the stated time, or a reasonable time when none is stated, up to three months. The merchant must separately sign the promise when it appears on a form supplied by the recipient.

Digital asset buyers gain claim protection

Buyers can take listed electronic assets and chattel paper free of unprotected lender claims by giving value without knowing about them. They must buy before the claim is legally protected and meet the asset's delivery or control requirements. For controllable assets, qualifying buyers who give value, lack notice of competing rights, and gain control can defeat even protected earlier claims. A collateral filing alone does not count as notice for buyers covered by these purchaser protections. Electronic money is excluded from the general buyer take-free rule.

More ways to send transfer instructions

For covered funds transfers, payment instructions, rejections, and cancellations can be sent orally or in a record. The law also accepts records for specified related agreements, instructions, and notices instead of narrower writing or electronic-transmission requirements.

Simpler records for letters of credit

Letters of credit and related confirmations, transfers, amendments, and cancellations can use any form that is a signed record. The law removes the separate authentication requirement. Parties can choose governing law and a dispute location in a signed agreement or the undertaking, without a transaction connection. Without a choice, the responsible person's stated location controls; bank branches are treated separately for these purposes. Included trade practices govern conflicts, but cannot override legal rules that the parties cannot change.

Stronger protections for digital asset buyers

Recipients controlling electronic money take it free of a lender's claim unless they collude with the debtor to violate that lender's rights. Buyers of covered digital records and related payment rights generally receive the rights their seller can transfer. Qualifying buyers take free of property claims by obtaining control for value, in good faith, without notice of those claims. A filed financing statement alone does not count as notice of a claim in the record. Buying a limited interest gives rights only to that interest.

Borrowers can request signed account details

Borrowers can request unpaid secured-debt details, a collateral list, or approval or correction of an account statement. The request must be signed and reasonably identify the transaction or relationship. The lender generally must respond within 14 days; one response every six months is free, and extras can cost up to $25 each. Lenders must sign covered accounting records and proposals to accept collateral in place of payment.

Borrowers get electronic collateral sale options

Consumer-goods sale notices must include a phone number; written or electronic explanations and electronic contact options are optional additions. After the sale, eligible borrowers can request an explanation of leftover money or debt through a signed record, including electronically. Lenders can also demand remaining debt through a record. Requested explanations are due within 14 days; one response every six months is free, and additional responses can cost up to $25 each.

Borrowers get notices before collateral sales

Lenders generally must send signed notices before selling collateral, except for perishable, fast-declining, or recognized-market collateral. The notice date is the earlier of sending or the debtor's and any secondary obligor's notice waiver. The sufficient notice form for non-consumer goods explains sale type, accounting contact information, and any planned accounting charge. Specified acceptance consents, objections, waivers, and interest notices require signed records; covered waivers must follow default. After default and use of remedies, a signed transfer statement with required details, form, and fee requires officials to update title records.

Contract changes and waivers need care

Signed records satisfy sales or lease contract terms requiring signed changes or cancellation; applicable sales-record requirements still apply. Except between merchants, merchant-supplied terms requiring signed changes need the other party's separate signature. Lease changes need no exchange of value, and an ineffective change can still waive a term. Future lease waivers can be withdrawn with reasonable notice unless a material change in reliance makes withdrawal unfair. A delivered, signed waiver can also end a lease-default or warranty claim without anything given in return.

Mixed purchases get clearer contract rules

The law sets contract rules for purchases combining goods with services, leases, or other property. When the goods sale is not the main part, only commercial-code rules mainly related to those goods apply. When goods dominate, the commercial code applies, while other law can govern unrelated parts. These sales rules do not cover deals that only create a lender's security interest and do not weaken specified buyer-protection laws.

Signed records matter for purchases and leases

Goods sales of $500 or more generally need a record signed by the party against whom enforcement is sought. Merchant confirmations qualify unless the recipient objects within 10 days; exceptions remain for specially made goods, court admissions, and accepted payment or goods. Leases generally need signed records at $1,000 in total payments, excluding renewal or purchase options. Lease records must identify goods and the lease term; enforcement cannot exceed the term and quantity shown. Earlier or same-time oral deals cannot contradict final recorded terms, though practices and consistent terms can help explain them. Complete, exclusive records block added terms, and seals alone give sales or lease records no special sealed-document status.

Transferred digital debts change payment instructions

For covered digital accounts and payment rights, paying the current or generally a former controller clears the obligation. After a valid transfer notice, debtors generally must pay the new controller instead. The signed notice must identify the debt and new controller, state the transfer, and give a commercially reasonable payment method. Specified instructions requiring divided, partial, or multiple-method payments can make notices ineffective. Debtors can request transfer proof and pay the former controller if proof is not provided in time; existing household-debt protections remain.

Bank transfer errors bring limited compensation

Banks owe specified compensation when they mishandle payment orders or fail to execute orders they expressly agreed to handle. Depending on the error, recovery includes transfer costs, transaction costs, incidental expenses, and interest losses. Improper execution that delays a payment requires interest for the delay. Extra damages require an express agreement recorded by the parties; specified liability cannot be changed by agreement. Reasonable lawyer fees are recoverable after a qualifying compensation demand is refused before a lawsuit.

Electronic checks still carry payment duties

A check can be issued by sending its image and related information when the payee agrees. The image and information must let the bank collect it as an electronic check under federal law. Destroying the paper check during the described imaging and payment process does not cancel the duty to pay. Payment promises can name governing law or a dispute location without losing negotiable status for that reason alone.

Signed consent gives fixture lenders priority

A lender's claim to goods that become attached fixtures takes priority over a conflicting claim to the real property. This applies when the owner or property-claim holder consents in a signed record. It also applies when that person signs a record giving up an interest in the goods as fixtures.

Assigned debts change payment and defenses

A payment obligor can pay the original holder until a signed assignment notice directs payment to the new holder. After that notice, only payment to the new holder clears the obligation, subject to the law's exceptions. Covered claims against the original holder must arise before notice, with exceptions for consumer transactions, health-care-insurance receivables, agreements, and other law. Controllable payment rights instead use separate rules; ordinary assignment rules on payment, notice, proof, and partial periodic payments do not apply. For rules on restrictions affecting collateral claims created on or after July 1, 2001, promissory notes also include negotiable instruments evidencing chattel paper.

Bank account collateral control gets clarified

A lender can control a deposit account through someone other than the debtor who acknowledges holding control for the lender. A signed agreement among the debtor, lender, and bank also works when the bank follows lender instructions without further debtor consent. Creating a collateral claim, notifying the bank, or sending instructions alone does not change the bank's existing rights and duties. A statutory exception applies, and the bank can agree to different terms in a signed record.

Commercial claims gain rules and limits

The law extends general commercial-code rules, including rules about which law applies, to covered digital-record transactions. Parties must act in good faith when carrying out or enforcing duties under the listed chapters. The code's rules for court enforcement and remedies also apply. Special, consequential, or penalty damages require specific legal authority. A claimant can release a breach claim through a signed record without receiving anything in return.

Control gives digital lenders stronger claims

The law defines control of electronic money and certain digital records through benefits, transfer powers, and powers to block others. The controlling person must be readily identifiable; another person can acknowledge holding control on their behalf. Controlling a record also gives lenders control of the covered accounts or payment rights it proves. Lenders can protect these digital security interests through control, but that protection ends when control ends. Electronic money requires control, and lenders controlling covered digital assets have priority over competing lenders without control.

Creditors must claim sale proceeds promptly

Lower-priority lienholders and consignors must submit signed demands before collateral-sale proceeds are fully distributed. Lenders must apply proceeds to qualifying lower-priority claims when they receive the demand before distribution ends. Lienholders must provide reasonable proof within a reasonable time when asked. Consignors' claims remain subject to the stated order of competing interests.

Debt record buyers face control requirements

The law updates control rules for chattel paper, which records payment duties backed by goods or a goods lease. Electronic control can come through a system identifying the buyer as assignee, specified exclusive powers, or an acknowledging third party. Possession alone no longer protects a lender's claim to tangible chattel paper. Buyers seeking priority must give new value, act in good faith and ordinary business, and possess each official paper copy and control each official electronic copy. Depending on the competing claim, priority also requires no other named assignee or no knowledge that the purchase violates lender rights.

Digital asset disputes follow selected laws

A covered digital record's jurisdiction generally governs buyer rights, protection of lenders' claims, and priority, even without another link to that place. The record or system rules select the jurisdiction in the law's stated order. Without an applicable choice, the District of Columbia applies, with a fallback treating its law as including the uniform digital-record rules. Filing and automatic claim protection from selling a covered digital payment right follow the law where the debtor is located. An effective agreement can select another jurisdiction's law for certain questions about whether payment clears a debt.

Earlier deals keep some legal protections

The revised code can cover earlier transactions, liens, and property rights, while transition exceptions preserve qualifying earlier rights. Cases begun before the effective date are unaffected. Earlier claim priorities generally follow prior law; digital-property rules govern when secured-transaction priority rules do not apply. Earlier priorities for covered digital property and electronic money change on the adjustment date only where revised rules modify them. That date is July 1, 2025, or one year after the section's effective date, whichever is later.

Electronic shipping documents transfer through control

Electronic title documents are delivered by voluntarily transferring control; listed paper documents and debt records are delivered by transferring possession. Control requires an authoritative copy or related system that identifies the document and controller. The controller must have exclusive power to block controller changes and transfer control. Another person can acknowledge control on someone's behalf but generally owes no duty without an agreement or other law. Controllers of negotiable electronic title documents count as holders, except for control covered by the law's designated acknowledgment exception.

Inventory lenders must send priority notices

Lenders financing inventory or livestock purchases can gain priority over specified competing claims, but must send signed notices. The competing lender must receive notice within five years before possession for inventory, or six months before possession for livestock. The notice must identify the purchase-financing claim and describe the goods; the claim must be legally protected when possession begins. These notice rules address competing filings made before the purchase-financing filing, or before the temporary 20-day protection period begins.

Investors face updated asset control rules

Securities parties can communicate through signed records or another method both sides agree to use. Certain controllable digital assets count as financial assets only when held in a securities account with the intermediary's express agreement. For specified securities matters, the issuer's or intermediary's jurisdiction governs even without a connection to the transaction. Purchasers can establish control of securities-account rights through someone other than the transferor who acknowledges acting for them. That person need not acknowledge the role and generally owes no duty unless an agreement or other law requires one.

Lenders face cross-border collateral deadlines

For specified claims involving tangible collateral, the law where the property sits controls; tangible chattel paper leaves that list. Deposit-account claims follow the bank's jurisdiction; specified investment and commodity claims follow their assigned jurisdictions, even without a transaction connection. The law also explains how to identify bank and commodity-intermediary jurisdictions. When the governing jurisdiction changes for listed collateral, a lender's protected status lasts until the earlier old-law expiration or four months. Meeting the new jurisdiction's requirements before that deadline keeps the protection in place.

Lenders face deadlines to preserve claims

Existing perfected security interests retain that status automatically when they meet the revised requirements. Otherwise, protection ends at the earlier prior-law expiration or adjustment date; enforceability also requires timely compliance. Existing enforceable but unperfected interests stay enforceable until the adjustment date and become perfected once they meet revised requirements. Qualifying earlier non-filing actions can temporarily perfect interests that attach before the adjustment date; earlier filings count only to the extent they meet revised rules. Continued protection requires compliance by the applicable deadline: the adjustment date is July 1, 2025, or one year after the section's effective date, whichever is later.

Lenders gain electronic collateral options

The law adds electronic collateral categories; controllable payment rights must have electronic records providing payment to the person with control. Electronic-form money that cannot meet the law's control test is excluded from the definition of money. Enforceable collateral claims require value, debtor rights, and a signed agreement describing collateral or the applicable possession, delivery, or control steps. Lenders can protect claims to controllable assets by filing, or use control without filing for the listed assets. Covered chattel paper also avoids filing when protected through possession and control. For added controlled collateral, lenders can retain nonmoney proceeds and create another security interest, but must apply money proceeds to debt or return them.

Lenders get rules for payment contracts

For chattel paper—records of covered payment contracts—lenders can protect their claims by holding every authoritative paper copy and controlling every authoritative electronic copy. Protection starts only after both steps are complete and lasts only while both are maintained. For electronic copies, the law governing claim protection and priority follows jurisdiction statements in the record or system rules, then a governing-law choice. Without those choices, the debtor's location controls, even when another selected jurisdiction has no other link to the deal. Filing always follows the law where the debtor is located.

Limits on duties for collateral controllers

People controlling covered deposit accounts or electronic payment contracts need not acknowledge holding control for someone else. An acknowledgment alone creates no duty to that person or requirement to confirm it to others, unless an agreement or other law says otherwise. A separate rule establishes a lender duty involving covered digital collateral when the lender knows identifying or contact information is missing. It applies to debtors or obligors at the later of obtaining control or the security interest becoming enforceable. The supplied material does not describe what that duty requires.

Mixed lease deals get clearer rules

The law addresses single deals combining a goods lease with services, other goods, or other property rights. When the goods lease is the main part, lease rules apply to the transaction. Other law still governs non-goods parts where appropriate. When the lease is not the main part, lease rules mainly cover that part, with specified finance-lease rules also applying.

New rules for signatures and notices

Electronic marks, sounds, and processes count as signatures when the signer intends to approve the linked record. Commercial notices count as sent through usual methods, with transmission costs covered and a reasonable address used. Timely receipt can also count as sending. Whether a contract term stands out depends on the full situation, not the former list of formatting examples.

Protected business series count as persons

A protected series within a business entity can count as a person under the commercial code. It must be formed under law outside the listed Ohio commercial-code chapters. That law must limit creditors' access to the series' assets, either outright or when stated conditions are met.

Some digital currencies are not money

Some digital exchange records are excluded from the commercial code's definition of money. The exclusion applies when their transfer system existed and operated before a government authorized or adopted that medium. Parties must use the legal treatment for those records rather than the code's money rules. The law does not ban their use for exchange.

Sponsors & Cosponsors

Cosponsors

Adam Holmes
Republican • House
Bernard Willis
Republican • House
Beryl Brown Piccolantonio
Democratic • House
Catherine D. Ingram
Democratic • Senate
Derrick Hall
Democratic • House
Eric Synenberg
Democratic • House
Hearcel F. Craig
Democratic • Senate
Jane M. Timken
Republican • Senate
Jean Schmidt
Republican • House
Jerry C. Cirino
Republican • Senate
Josh Williams
Republican • House
Karen Brownlee
Democratic • House
Mike Odioso
Republican • House
Nathan H. Manning
Republican • Senate
Paula Hicks-Hudson
Democratic • Senate
Scott Oelslager
Republican • House
Sean P. Brennan
Democratic • House
Tom Young
Republican • House

Roll Call Votes

All Roll Calls

Yes: 226 • No: 9

House vote • 6/9/2026

Concurred in Senate amendments

Yes: 93 • No: 2

Senate vote • 6/3/2026

Judiciary: Reported

Yes: 7 • No: 0