Title 47 — Uniform Commercial Code

A. Except as otherwise provided in section 47-8406, an issuer is liable for wrongful registration of transfer if the issuer has registered a transfer of a security to a person not entitled to it, and the transfer was registered: 1. Pursuant to an ineffective indorsement or instru…

A. If an owner of a certificated security, whether in registered or bearer form, claims that the certificate has been lost, destroyed or wrongfully taken, the issuer shall issue a new certificate if the owner: 1. So requests before the issuer has notice that the certificate has b…

If a security certificate has been lost, apparently destroyed or wrongfully taken, and the owner fails to notify the issuer of that fact within a reasonable time after the owner has notice of it and the issuer registers a transfer of the security before receiving notification, th…

A person acting as authenticating trustee, transfer agent, registrar or other agent for an issuer in the registration of a transfer of its securities, in the issue of new security certificates or uncertificated securities, or in the cancellation of surrendered security certificat…

A. "Securities account" means an account to which a financial asset is or may be credited in accordance with an agreement under which the person maintaining the account undertakes to treat the person for whom the account is maintained as entitled to exercise the rights that compr…

An action based on an adverse claim to a financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may not be asserted against a person who acquires a security entitlement under section 47-8501 for value and without notice of the…

A. To the extent necessary for a securities intermediary to satisfy all security entitlements with respect to a particular financial asset, all interests in that financial asset held by the securities intermediary are held by the securities intermediary for the entitlement holder…

A. A securities intermediary shall promptly obtain and thereafter maintain a financial asset in a quantity corresponding to the aggregate of all security entitlements it has established in favor of its entitlement holders with respect to that financial asset. The securities inter…

A. A securities intermediary shall take action to obtain a payment or distribution made by the issuer of a financial asset. A securities intermediary satisfies the duty if: 1. The securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and t…

A securities intermediary shall exercise rights with respect to a financial asset if directed to do so by an entitlement holder. A securities intermediary satisfies the duty if: 1. The securities intermediary acts with respect to the duty as agreed upon by the entitlement holder …

A. A securities intermediary shall comply with an entitlement order if the entitlement order is originated by the appropriate person, the securities intermediary has had reasonable opportunity to assure itself that the entitlement order is genuine and authorized, and the securiti…

A securities intermediary shall act at the direction of an entitlement holder to change a security entitlement into another available form of holding for which the entitlement holder is eligible, or to cause the financial asset to be transferred to a securities account of the ent…

A. If the substance of a duty imposed upon a securities intermediary by sections 47-8504 through 47-8508 is the subject of other statute, regulation or rule, compliance with that statute, regulation or rule satisfies the duty. B. To the extent that specific standards for the perf…

A. In a case not covered by the priority rules in chapter 9 of this title or the rules stated in subsection C of this section, an action based on an adverse claim to a financial asset or security entitlement, whether framed in conversion, replevin, constructive trust, equitable l…

A. Except as otherwise provided in subsections B and C, if a securities intermediary does not have sufficient interests in a particular financial asset to satisfy both its obligations to entitlement holders who have security entitlements to that financial asset and its obligation…

This chapter may be cited as uniform commercial code secured transactions.

1. "Accession" means goods that are physically united with other goods in such a manner that the identity of the original goods is not lost. 2. "Account", except as used in "account for", means a right to payment of a monetary obligation, whether or not earned by performance, for…

A. In this section: 1. "Purchase money collateral" means goods or software that secures a purchase money obligation incurred with respect to that collateral. 2. "Purchase money obligation" means an obligation of an obligor incurred as all or part of the price of the collateral or…

A. A secured party has control of a deposit account if: 1. The secured party is the bank with which the deposit account is maintained; 2. The debtor, secured party and bank have agreed in an authenticated record that the bank will comply with instructions originated by the secure…

A. A secured party has control of electronic chattel paper if a system employed for evidencing the transfer of interests in the chattel paper reliably establishes the secured party as the person to which the chattel paper was assigned. B. A system satisfies subsection A of this s…

A. A person has control of a certificated security, uncertificated security or security entitlement as provided in section 47-8106. B. A secured party has control of a commodity contract if: 1. The secured party is the commodity intermediary with which the commodity contract is c…

A secured party has control of a letter-of-credit right to the extent of any right to payment or performance by the issuer or any nominated person if the issuer or nominated person has consented to an assignment of proceeds of the letter of credit under section 47-5114, subsectio…

A. Except as otherwise provided in subsections C, D and E, a description of personal or real property is sufficient, whether or not it is specific, if it reasonably identifies what is described. B. Except as otherwise provided in subsection D, a description of collateral reasonab…

A. Except as otherwise provided in subsections C and D of this section, this chapter applies to: 1. A transaction, regardless of its form, that creates a security interest in personal property or fixtures by contract; 2. An agricultural lien; 3. A sale of accounts, chattel paper,…

A security interest arising under section 47-2401 or 47-2505 or section 47-2711, subsection C or section 47-2A508, subsection E is subject to this chapter. However, until the debtor obtains possession of the goods: 1. The security interest is enforceable, even if section 47-9203,…

A. Except as otherwise provided in this title, a security agreement is effective according to its terms between the parties, against purchasers of the collateral and against creditors. B. A transaction subject to this chapter is subject to any applicable rule of law that establis…

Except as otherwise provided with respect to consignments or sales of accounts, chattel paper, payment intangibles or promissory notes, the provisions of this chapter with regard to rights and obligations apply whether title to collateral is in the secured party or the debtor.

A. A security interest attaches to collateral when it becomes enforceable against the debtor with respect to the collateral, unless an agreement expressly postpones the time of attachment. B. Except as otherwise provided in subsections C through I of this section, a security inte…

A. Except as otherwise provided in subsection B, a security agreement may create or provide for a security interest in after-acquired collateral. B. A security interest does not attach under a term constituting an after-acquired property clause to: 1. Consumer goods, other than a…

A. A security interest is not invalid or fraudulent against creditors solely because: 1. The debtor has the right or ability to: (a) Use, commingle or dispose of all or part of the collateral, including returned or repossessed goods; (b) Collect, compromise, enforce or otherwise …

A. A security interest in favor of a securities intermediary attaches to a person's security entitlement if: 1. The person buys a financial asset through the securities intermediary in a transaction in which the person is obligated to pay the purchase price to the securities inte…

A. Except as otherwise provided in subsection D of this section, a secured party shall use reasonable care in the custody and preservation of collateral in the secured party's possession. In the case of chattel paper or an instrument, reasonable care includes taking necessary ste…

A. This section applies to cases in which there is no outstanding secured obligation and the secured party is not committed to make advances, incur obligations or otherwise give value. B. Within ten days after receiving an authenticated demand by the debtor: 1. A secured party ha…

A. Except as otherwise provided in subsection C of this section, this section applies if: 1. There is no outstanding secured obligation; and 2. The secured party is not committed to make advances, incur obligations or otherwise give value. B. Within ten days after receiving an au…

A. In this section: 1. "Request" means a record of a type described in paragraph 2, 3 or 4 of this subsection. 2. "Request for an accounting" means a record authenticated by a debtor, requesting that the recipient provide an accounting of the unpaid obligations secured by collate…

Except as otherwise provided in sections 47-9303 through 47-9306, the following rules determine the law governing perfection, the effect of perfection or nonperfection and the priority of a security interest in collateral: 1. Except as otherwise provided in this section, while a …

While farm products are located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection and the priority of an agricultural lien on the farm products.

A. This section applies to goods covered by a certificate of title, even if there is no other relationship between the jurisdiction under whose certificate of title the goods are covered and the goods or the debtor. B. Goods become covered by a certificate of title when a valid a…

A. The local law of a bank's jurisdiction governs perfection, the effect of perfection or nonperfection and the priority of a security interest in a deposit account maintained with that bank. B. The following rules determine a bank's jurisdiction for purposes of this article: 1. …

A. Except as otherwise provided in subsection C of this section, the following rules apply: 1. While a security certificate is located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection and the priority of a securit…

A. Subject to subsection C of this section, the local law of the issuer's jurisdiction or a nominated person's jurisdiction governs perfection, the effect of perfection or nonperfection and the priority of a security interest in a letter-of-credit right if the issuer's jurisdicti…

A. In this section, "place of business" means a place where a debtor conducts its affairs. B. Except as otherwise provided in this section, the following rules determine a debtor's location: 1. A debtor who is an individual is located at the individual's principal residence. 2. A…

A. Except as otherwise provided in this section and section 47-9309, a security interest is perfected if it has attached and all of the applicable requirements for perfection in sections 47-9310 through 47-9316 have been satisfied. A security interest is perfected when it attache…

The following security interests are perfected when they attach: 1. A purchase money security interest in consumer goods, except as otherwise provided in section 47-9311, subsection B with respect to consumer goods that are subject to a statute or treaty described in section 47-9…

A. Except as otherwise provided in subsection B of this section and section 47-9312, subsection B, a financing statement must be filed to perfect all security interests and agricultural liens. B. The filing of a financing statement is not necessary to perfect a security interest:…

A. Except as otherwise provided in subsection D of this section, the filing of a financing statement is not necessary or effective to perfect a security interest in property subject to: 1. A statute, regulation or treaty of the United States whose requirements for a security inte…

A. A security interest in chattel paper, negotiable documents, instruments or investment property may be perfected by filing. B. Except as otherwise provided in section 47-9315, subsections C and D for proceeds: 1. A security interest in a deposit account may be perfected only by…

A. Except as otherwise provided in subsection 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 in…

A. A security interest in investment property, deposit accounts, letter-of-credit rights, electronic chattel paper or electronic documents may be perfected by control of the collateral under section 47-7106, 47-9104, 47-9105, 47-9106 or 47-9107. B. A security interest in deposit …

A. Except as otherwise provided in this chapter and in section 47-2403, subsection B: 1. A security interest or agricultural lien continues in collateral notwithstanding sale, lease, license, exchange or other disposition thereof unless the secured party authorized the dispositio…