Title 27, Uniform Commercial Code

§490:8-116 Securities intermediary as purchaser for value. A securities intermediary that receives a financial asset and establishes a security entitlement to the financial asset in favor of an entitlement holder is a purchaser for value of the financial asset. A securities inter…

PART 2. ISSUE AND ISSUER §490:8-201 Issuer. (a) With respect to an obligation on or a defense to a security, an "issuer" includes a person that: (b) With respect to an obligation on or defense to a security, a guarantor is an issuer to the extent of its guaranty, whether or not i…

§490:8-202 Issuer's responsibility and defenses; notice of defect or defense. (a) Even against a purchaser for value and without notice, the terms of a certificated security include terms stated on the certificate and terms made part of the security by reference on the certificat…

§490:8-203 Staleness as notice of defect or defense. After an act or event, other than a call that has been revoked, creating a right to immediate performance of the principal obligation represented by a certificated security or setting a date on or after which the security is to…

§490:8-204 Effect of issuer's restriction on transfer. A restriction on transfer of a security imposed by the issuer, even if otherwise lawful, is ineffective against a person without knowledge of the restriction unless:

§490:8-205 Effect of unauthorized signature on security certificate. An unauthorized signature placed on a security certificate before or in the course of issue is ineffective, but the signature is effective in favor of a purchaser for value of the certificated security if the pu…

§490:8-206 Completion or alteration of security certificate. (a) If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect: (b) A complete security certificate that has been improperly altered, even if fraudulently…

§490:8-207 Rights and duties of issuer with respect to registered owners. (a) Before due presentment for registration of transfer of a certificated security in registered form or of an instruction requesting registration of transfer of an uncertificated security, the issuer or in…

§490:8-208 Effect of signature of authenticating trustee, registrar, or transfer agent. (a) A person signing a security certificate as authenticating trustee, registrar, transfer agent, or the like, warrants to a purchaser for value of the certificated security, if the purchaser …

§490:8-209 Issuer's lien. A lien in favor of an issuer upon a certificated security is valid against a purchaser only if the right of the issuer to the lien is noted conspicuously on the security certificate. [L 1997, c 33, pt of §2]

§490:8-210 Overissue. (a) In this section, "overissue" means the issue of securities in excess of the amount the issuer has corporate power to issue, but an overissue does not occur if appropriate action has cured the overissue. (b) Except as otherwise provided in subsections (c)…

PART 3. TRANSFER OF CERTIFICATED AND UNCERTIFICATED SECURITIES §490:8-301 Delivery. (a) Delivery of a certificated security to a purchaser occurs when: (b) Delivery of an uncertificated security to a purchaser occurs when:

§490:8-302 Rights of purchaser. (a) Except as otherwise provided in subsections (b) and (c), a purchaser of a certificated or uncertificated security acquires all rights in the security that the transferor had or had power to transfer. (b) A purchaser of a limited interest acquir…

§490:8-303 Protected purchaser. (a) "Protected purchaser" means a purchaser of a certificated or uncertificated security, or of an interest therein, who: (b) A protected purchaser acquires its interest in the security free of any adverse claim. [L 1997, c 33, pt of §2; am L 2023,…

§490:8-304 Indorsement. (a) An indorsement may be in blank or special. An indorsement in blank includes an indorsement to bearer. A special indorsement specifies to whom a security is to be transferred or who has power to transfer it. A holder may convert a blank indorsement to a…

§490:8-305 Instruction. (a) If an instruction has been originated by an appropriate person but is incomplete in any other respect, any person may complete it as authorized and the issuer may rely on it as completed, even though it has been completed incorrectly. (b) Unless otherw…

§490:8-307 Purchaser's right to requisites for registration of transfer. Unless otherwise agreed, the transferor of a security on due demand shall supply the purchaser with proof of authority to transfer or with any other requisite necessary to obtain registration of the transfer…

PART 4. REGISTRATION §490:8-401 Duty of issuer to register transfer. (a) If a certificated security in registered form is presented to an issuer with a request to register transfer or an instruction is presented to an issuer with a request to register transfer of an uncertificate…

§490:8-402 Assurance that indorsement or instruction is effective. (a) An issuer may require the following assurance that each necessary indorsement or each instruction is genuine and authorized: (b) An issuer may elect to require reasonable assurance beyond that specified in thi…

§490:8-403 Demand that issuer not register transfer. (a) A person who is an appropriate person to make an indorsement or originate an instruction may demand that the issuer not register transfer of a security by communicating to the issuer a notification that identifies the regis…

§490:8-404 Wrongful registration. (a) Except as otherwise provided in section 490:8-406, 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: (b) An issuer …

§490:8-405 Replacement of lost, destroyed, or wrongfully taken security certificate. (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 certifica…

§490:8-406 Obligation to notify issuer of lost, destroyed, or wrongfully taken security certificate. 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 …

§490:8-407 Authenticating trustee, transfer agent, and registrar. 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 se…

PART 5. SECURITY ENTITLEMENTS §490:8-501 Securities account; acquisition of security entitlement from securities intermediary. (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 maintai…

§490:8-502 Assertion of adverse claim against entitlement holder. 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 en…

§490:8-503 Property interest of entitlement holder in financial asset held by securities intermediary. (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 asse…

§490:8-504 Duty of securities intermediary to maintain financial asset. (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 entit…

§490:8-505 Duty of securities intermediary with respect to payments and distributions. (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: (b) A securities in…

§490:8-506 Duty of securities intermediary to exercise rights as directed by entitlement holder. 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:

§490:8-507 Duty of securities intermediary to comply with entitlement order. (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…

§490:8-508 Duty of securities intermediary to change entitlement holder's position to other form of security holding. 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 th…

§490:8-509 Specification of duties of securities intermediary by other statute or regulation; manner of performance of duties of securities intermediary and exercise of rights of entitlement holder. (a) If the substance of a duty imposed upon a securities intermediary by sections…

§490:8-510 Rights of purchaser of security entitlement from entitlement holder. (a) In a case not covered by the priority rules in article 9 or the rules stated in subsection (c), an action based on an adverse claim to a financial asset or security entitlement, whether framed in …

§490:8-511 Priority among security interests and entitlement holders. (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 holder…

§490:9-101 Short title. This article may be cited as Uniform Commercial Code--Secured Transactions. [L 2000, c 241, pt of §1]

§490:9-102 Definitions and index of definitions. (a) In this article: "Accession" means goods that are physically united with other goods in a manner in which the identity of the original goods is not lost. "Account", except as used in "account for", "account statement", "account…

§490:9-103 Purchase-money security interest; application of payments; burden of establishing. (a) In this section: (b) A security interest in goods is a purchase-money security interest: (c) A security interest in software is a purchase-money security interest to the extent that …

§490:9-104 Control of deposit account. (a) A secured party shall be deemed to have control of a deposit account if: (b) A secured party that has satisfied subsection (a) has control, even if the debtor retains the right to direct the disposition of funds from the deposit account.…

§490:9-105 Control of electronic copy of record evidencing chattel paper. (a) A purchaser shall be deemed to have control of an authoritative electronic copy of a record evidencing chattel paper if a system employed for evidencing the assignment of interests in the chattel paper …

[§490:9-105.5] Control of electronic money. (a) A person shall be deemed to have control of electronic money if the electronic money; a record attached to, or logically associated with, the electronic money; or a system in which the electronic money is recorded: (b) Subject to su…

§490:9-106 Control of investment property. (a) A person has control of a certificated security, uncertificated security, or security entitlement as provided in section 490:8-106. (b) A secured party has control of a commodity contract if: (c) A secured party having control of all…

§490:9-107 Control of letter-of-credit right. 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 let…

[§490:9-107.5] Control of controllable electronic record, controllable account, or controllable payment intangible. (a) A secured party shall be deemed to have control of a controllable electronic record as provided in section 490:12-105. (b) A secured party shall be deemed to ha…

[§490:9-107.6] No requirement to acknowledge or confirm; no duties. (a) A person having control under section 490:9-104, 490:9-105, or 490:9-105.5 shall not be required to acknowledge that it has control on behalf of another person. (b) If a person acknowledges that it has or wil…

§490:9-108 Sufficiency of description. (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 su…

Subpart 2. Applicability of Article §490:9-109 Scope. (a) Except as otherwise provided in subsections (c) and (d), this article applies to: (b) The application of this article to a security interest in a secured obligation is not affected by the fact that the obligation is itself…

§490:9-110 Security interests arising under article 2 or 2A. A security interest arising under section 490:2-401, 490:2-505, 490:2-711(3), or 490:2A-508(e) is subject to this article. However, until the debtor obtains possession of the goods:

PART 2. EFFECTIVENESS OF SECURITY AGREEMENT; ATTACHMENT OF SECURITY INTEREST; RIGHTS OF PARTIES TO SECURITY AGREEMENT Subpart 1. Effectiveness and Attachment §490:9-201 General effectiveness of security agreement. (a) Except as otherwise provided in this chapter, a security agree…

§490:9-202 Title to collateral immaterial. Except as otherwise provided with respect to consignments or sales of accounts, chattel paper, payment intangibles, or promissory notes, the provisions of this article with regard to rights and obligations apply whether title to collater…