Title 45 — Trade and Commerce
49 chapters · 1,288 sections in this title.
AS 45.29.312 Perfection of security interests in chattel paper, deposit accounts, documents, goods covered by documents, instruments, investment property, letter-of-credit rights, and money; perfection by permissive filing; temporary perfection without filing or transfer of possession.
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(a) A security interest in chattel paper, negotiable documents, instruments, or investment property may be perfected by filing. (b) Except as otherwise provided in AS 45.29.315(c) and (d) for proceeds, (1) a security interest in a deposit account may be perfected only by control …
AS 45.29.313 When possession by or delivery to secured party perfects security interest without filing.
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(a) Except as otherwise provided in (b) of this section, a secured party may perfect a security interest in tangible negotiable documents, goods, instruments, money, or tangible chattel paper by taking possession of the collateral. A secured party may perfect a security interest …
AS 45.29.314 Perfection by control.
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(a) A security interest in deposit accounts, electronic chattel paper, investment property, letter-of-credit rights, or electronic documents may be perfected by control of the collateral under AS 45.07.116, AS 45.29.104, 45.29.105, 45.29.106, or 45.29.107. (b) A security interest…
AS 45.29.315 Secured party's rights on disposition of collateral and in proceeds.
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(a) Except as otherwise provided in this chapter, (1) a security interest or agricultural lien continues in collateral notwithstanding sale, lease, license, exchange, or other disposition of the security interest or agricultural lien unless the secured party authorized the dispos…
AS 45.29.316 Continued perfection of security interest following change in governing law.
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(a) A security interest perfected under the law of the jurisdiction designated in AS 45.29.301(1) or 45.29.305(c) remains perfected until the earliest of (1) the time perfection would have ceased under the law of that jurisdiction; (2) the expiration of four months after a change…
AS 45.29.317 Interests that take priority over or take free of security interest or agricultural lien.
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(a) A security interest or agricultural lien is subordinate to the rights of a person (1) entitled to priority under AS 45.29.322; and (2) except as otherwise provided in (e) of this section, that becomes a lien creditor before the earlier of the time (A) the security interest or…
AS 45.29.318 No interest retained in right to payment that is sold; rights and title of seller of account or chattel paper with respect to creditors and purchasers.
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(a) A debtor that has sold an account, chattel paper, payment intangible, or promissory note does not retain a legal or equitable interest in the collateral sold. (b) For purposes of determining the rights of creditors of, and purchasers for value of an account or chattel paper f…
AS 45.29.319 Rights and title of consignee with respect to creditors and purchasers.
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(a) Except as otherwise provided in (b) of this section, for purposes of determining the rights of creditors of, and purchasers for value of goods from, a consignee, while the goods are in the possession of the consignee, the consignee is considered to have rights and title to th…
AS 45.29.320 Buyer of goods.
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(a) Except as otherwise provided in (e) of this section, a buyer in ordinary course of business, other than a person buying farm products from a person engaged in farming operations, takes free of a security interest created by the buyer's seller, even if the security interest is…
AS 45.29.321 Licensee of general intangible and lessee of goods in ordinary course of business.
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(a) In this section, “licensee in ordinary course of business” means a person who becomes a licensee of a general intangible in good faith, without knowledge that the license violates the rights of another person in the general intangible, and in the ordinary course from a person…
AS 45.29.322 Priorities among conflicting security interests in and agricultural liens on same collateral.
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(a) Except as otherwise provided in this section, priority among conflicting security interests and agricultural liens in the same collateral is determined according to the following rules: (1) conflicting perfected security interests and agricultural liens rank according to prio…
AS 45.29.323 Future advances.
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(a) Except as otherwise provided in (c) of this section, for purposes of determining the priority of a perfected security interest under AS 45.29.322(a)(1), perfection of the security interest dates from the time an advance is made to the extent that the security interest secures…
AS 45.29.324 Priority of purchase money security interests.
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(a) Except as otherwise provided in (g) of this section, a perfected purchase money security interest in goods other than inventory or livestock has priority over a conflicting security interest in the same goods, and, except as otherwise provided in AS 45.29.327, a perfected sec…
AS 45.29.325 Priority of security interests in transferred collateral.
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(a) Except as otherwise provided in (b) of this section, a security interest created by a debtor is subordinate to a security interest in the same collateral created by another person if (1) the debtor acquired the collateral subject to the security interest created by the other …
AS 45.29.326 Priority of security interests created by new debtor.
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(a) Subject to (b) of this section, a security interest that is created by a new debtor in collateral in which the new debtor has or acquires rights and that is perfected solely by a filed financing statement that would be ineffective to perfect the security interest but for the …
AS 45.29.327 Priority of security interests in deposit account.
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The following rules govern priority among conflicting security interests in the same deposit account: (1) a security interest held by a secured party having control of the deposit account under AS 45.29.104 has priority over a conflicting security interest held by a secured party…
AS 45.29.328 Priority of security interests in investment property.
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The following rules govern priority among conflicting security interests in the same investment property: (1) a security interest held by a secured party having control of investment property under AS 45.29.106 has priority over a security interest held by a secured party that do…
AS 45.29.329 Priority of security interests in letter-of-credit right.
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The following rules govern priority among conflicting security interests in the same letter-of-credit right: (1) a security interest held by a secured party having control of the letter-of-credit right under AS 45.29.107 has priority to the extent of its control over a conflictin…
AS 45.29.330 Priority of purchaser of chattel paper or instrument.
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(a) A purchaser of chattel paper has priority over a security interest in the chattel paper that is claimed merely as proceeds of inventory subject to a security interest if (1) in good faith and in the ordinary course of the purchaser's business, the purchaser gives new value an…
AS 45.29.331 Priority of rights of purchasers of instruments, documents, and securities under other chapters; priority of interests in financial assets and security entitlements under AS 45.08.
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(a) This chapter does not limit the rights of a holder in due course of a negotiable instrument, a holder to which a negotiable document of title has been duly negotiated, or a protected purchaser of a security. These holders or purchasers take priority over an earlier security i…
AS 45.29.332 Transfer of money; transfer of funds from deposit account.
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[Repealed or reserved.]
AS 45.29.333 Priority of certain liens arising by operation of law.
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(a) In this section, “possessory lien” means an interest, other than a security interest or an agricultural lien, (1) that secures payment or performance of an obligation for services or materials furnished with respect to goods by a person in the ordinary course of the person's …
AS 45.29.334 Priority of security interests in fixtures and crops.
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(a) A security interest under this chapter may be created in goods that are fixtures or may continue in goods that become fixtures. A security interest does not exist under this chapter in ordinary building materials incorporated into an improvement on land. (b) This chapter does…
AS 45.29.335 Accessions.
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(a) A security interest may be created in an accession and continues in collateral that becomes an accession. (b) If a security interest is perfected when the collateral becomes an accession, the security interest remains perfected in the collateral. (c) Except as otherwise provi…
AS 45.29.336 Commingled goods.
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(a) In this section, “commingled goods” means goods that are physically united with other goods in a manner so that their identity is lost in a product or mass. (b) A security interest does not exist in commingled goods as such. However, a security interest may attach to a produc…
AS 45.29.337 Priority of security interests in goods covered by certificate of title.
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If, while a security interest in goods is perfected by a method under the law of another jurisdiction, this state issues a certificate of title that does not show that the goods are subject to the security interest or contain a statement that the goods may be subject to security …
AS 45.29.338 Priority of security interest or agricultural lien perfected by filed financing statement providing certain incorrect information.
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If a security interest or agricultural lien is perfected by a filed financing statement providing information described in AS 45.29.516(b)(5) that is incorrect at the time the financing statement is filed, (1) the security interest or agricultural lien is subordinate to a conflic…
AS 45.29.339 Priority subject to subordination.
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This chapter does not preclude subordination by agreement by a person entitled to priority.
AS 45.29.340 Effectiveness of right of recoupment or setoff against deposit account.
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(a) Except as otherwise provided in (c) of this section, a bank with which a deposit account is maintained may exercise a right of recoupment or setoff against a secured party that holds a security interest in the deposit account. (b) Except as otherwise provided in (c) of this s…
AS 45.29.341 Bank's rights and duties with respect to deposit account.
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Except as otherwise provided in AS 45.29.340(c), and unless the bank otherwise agrees in an authenticated record, a bank's rights and duties with respect to a deposit account maintained with the bank are not terminated, suspended, or modified by (1) the creation, attachment, or p…
AS 45.29.342 Bank's right to refuse to enter into or disclose existence of control agreement.
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Article 4. Rights of Third Parties. This chapter does not require a bank to enter into an agreement of the kind described in AS 45.29.104(a)(2), even if its customer so requests or directs. A bank that has entered into such an agreement is not required to confirm the existence of…
AS 45.29.401 Alienability of debtor's rights.
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(a) Except as otherwise provided in (b) of this section and AS 45.29.406 — 45.29.409, whether a debtor's rights in collateral may be voluntarily or involuntarily transferred is governed by law other than this chapter. (b) An agreement between the debtor and secured party that pro…
AS 45.29.402 Secured party not obligated on contract of debtor or in tort.
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The existence of a security interest, agricultural lien, or authority given to a debtor to dispose of or use collateral, without more, does not subject a secured party to liability in contract or tort for the debtor's acts or omissions.
AS 45.29.403 Agreement not to assert defenses against assignee.
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(a) In this section, the issue of whether an assignment is taken for value is governed by the provisions of AS 45.03.303(a). (b) Except as otherwise provided in this section, an agreement between an account debtor and an assignor not to assert against an assignee a claim or defen…
AS 45.29.404 Rights acquired by assignee; claims and defenses against assignee.
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(a) Unless an account debtor has made an enforceable agreement not to assert defenses or claims, and subject to (b) — (e) of this section, the rights of an assignee are subject to (1) all terms of the agreement between the account debtor and assignor and a defense or claim in rec…
AS 45.29.405 Modification of assigned contract.
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(a) A modification of or substitution for an assigned contract is effective against an assignee if made in good faith. The assignee acquires corresponding rights under the modified or substituted contract. The assignment may provide that the modification or substitution is a brea…
AS 45.29.406 Discharge of account debtor; notification of assignment; identification and proof of assignment; restrictions on assignment of accounts, chattel paper, payment intangibles, and promissory notes ineffective.
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(a) Subject to (b) — (i) of this section, an account debtor on an account, chattel paper, or a payment intangible may discharge its obligation by paying the assignor until, but not after, the account debtor receives a notification, authenticated by the assignor or the assignee, t…
AS 45.29.407 Restrictions on creation or enforcement of security interest in leasehold interest or in lessor's residual interest.
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(a) Except as otherwise provided in (b) of this section, a term in a lease agreement is ineffective to the extent that it (1) prohibits, restricts, or requires the consent of a party to the lease to the assignment, transfer, creation, attachment, perfection, or enforcement of a s…
AS 45.29.408 Restrictions on assignment of promissory notes, health-care-insurance receivables, and certain general intangibles ineffective.
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(a) Except as otherwise provided in (b) of this section, a term in a promissory note or in an agreement between an account debtor and a debtor that relates to a health care insurance receivable or a general intangible, including a contract, permit, license, or franchise, and that…
AS 45.29.409 Restrictions on assignment of letter-of-credit rights ineffective.
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Article 5. Filing. (a) A term in a letter of credit or a rule of law, statute, regulation, custom, or practice applicable to the letter of credit that prohibits, restricts, or requires the consent of an applicant, issuer, or nominated person to a beneficiary's assignment of or cr…
AS 45.29.501 Filing office.
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(a) Except as otherwise provided in (b) of this section, if the law of this state governs perfection of a security interest or agricultural lien, the office in which to file a financing statement to perfect the security interest or agricultural lien is (1) the office designated f…
AS 45.29.502 Contents of financing statement; mortgage as financing statement; time of filing financing statement.
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(a) Subject to (b) of this section, a financing statement is sufficient only if it (1) provides the name of the debtor; (2) provides the name of the secured party or a representative of the secured party; and (3) indicates the collateral covered by the financing statement. (b) Ex…
AS 45.29.503 Name of debtor and secured party.
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(a) A financing statement sufficiently provides the name of the debtor (1) except as otherwise provided in (3) of this subsection, if the debtor is a registered organization or the collateral is held in a trust that is a registered organization, only if the financing statement pr…
AS 45.29.504 Indication of collateral.
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A financing statement sufficiently indicates the collateral that it covers if the financing statement provides (1) a description of the collateral pursuant to AS 45.29.108; or (2) an indication that the financing statement covers all assets or all personal property.
AS 45.29.505 Filing and compliance with other statutes and treaties for consignments, leases, other bailments, and other transactions.
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(a) A consignor, lessor, or other bailor of goods, a licensor, or a buyer of a payment intangible or promissory note may file a financing statement or may comply with a statute, regulation, or treaty described in AS 45.29.311(a) using the terms “consignor,” “consignee,” “lessor,”…
AS 45.29.506 Effect of errors or omissions.
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(a) A financing statement substantially satisfying the requirements of AS 45.29.501 — 45.29.525 is effective, even if it has minor errors or omissions, unless the errors or omissions make the financing statement seriously misleading. (b) Except as otherwise provided in (c) of thi…
AS 45.29.507 Effect of certain events on effectiveness of financing statement.
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(a) A filed financing statement remains effective with respect to collateral that is sold, exchanged, leased, licensed, or otherwise disposed of and in which a security interest or agricultural lien continues even if the secured party knows of or consents to the disposition. (b) …
AS 45.29.508 Effectiveness of financing statement if new debtor becomes bound by security agreement.
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(a) Except as otherwise provided in this section, a filed financing statement naming an original debtor is effective to perfect a security interest in collateral in which a new debtor has or acquires rights to the extent that the financing statement would have been effective had …
AS 45.29.509 Persons entitled to file a record.
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(a) A person may file an initial financing statement, amendment that adds collateral covered by a financing statement, or amendment that adds a debtor to a financing statement only if (1) the debtor authorizes the filing in an authenticated record or pursuant to (b) or (c) of thi…
AS 45.29.510 Effectiveness of filed record.
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(a) A filed record is effective only to the extent that it was filed by a person who may file it under AS 45.29.509. (b) A record authorized by one secured party of record does not affect the financing statement with respect to another secured party of record. (c) A continuation …