Title Minnesota Statutes, Minnesota Statutes

336.8-207 MS 1994 [Repealed, 1995 c 194 art 1 s 53] 336.8-207 RIGHTS AND DUTIES OF ISSUER WITH RESPECT TO REGISTERED OWNERS.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 trans…

336.8-208 MS 1994 [Repealed, 1995 c 194 art 1 s 53] 336.8-208 EFFECT OF SIGNATURE OF AUTHENTICATING TRUSTEE, REGISTRAR, OR TRANSFER AGENT.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 va…

336.8-209 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. History: 1995 c 194 art 1 s 25

336.8-210 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) …

336.8-301 MS 1994 [Repealed, 1995 c 194 art 1 s 53] 336.8-301 DELIVERY. (a) Delivery of a certificated security to a purchaser occurs when: (1) the purchaser acquires possession of the security certificate; (2) another person, other than a securities intermediary, either acquires…

336.8-302 MS 1994 [Repealed, 1995 c 194 art 1 s 53] 336.8-302 RIGHTS OF PURCHASER.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 tra…

336.8-303 MS 1994 [Repealed, 1995 c 194 art 1 s 53] 336.8-303 PROTECTED PURCHASER. (a) "Protected purchaser" means a purchaser of a certificated or uncertificated security, or of an interest therein, who: (1) gives value; (2) does not have notice of any adverse claim to the secur…

336.8-304 MS 1994 [Repealed, 1995 c 194 art 1 s 53] 336.8-304 ENDORSEMENT. (a) An endorsement may be in blank or special. An endorsement in blank includes an endorsement to bearer. A special endorsement specifies to whom a security is to be transferred or who has power to transfe…

336.8-305 MS 1994 [Repealed, 1995 c 194 art 1 s 53] 336.8-305 INSTRUCTION.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 i…

336.8-306 MS 1994 [Repealed, 1995 c 194 art 1 s 53] 336.8-306 EFFECT OF GUARANTEEING SIGNATURE, ENDORSEMENT, OR INSTRUCTION. (a) A person who guarantees a signature of an endorser of a security certificate warrants that at the time of signing: (1) the signature was genuine; (2) t…

336.8-307 MS 1994 [Repealed, 1995 c 194 art 1 s 53] 336.8-307 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 requisi…

336.8-401 MS 1994 [Repealed, 1995 c 194 art 1 s 53] 336.8-401 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 registe…

336.8-402 MS 1994 [Repealed, 1995 c 194 art 1 s 53] 336.8-402 ASSURANCE THAT ENDORSEMENT OR INSTRUCTION IS EFFECTIVE. (a) An issuer may require the following assurance that each necessary endorsement of each instruction is genuine and authorized: (1) in all cases, a guaranty of t…

336.8-403 MS 1994 [Repealed, 1995 c 194 art 1 s 53] 336.8-403 DEMAND THAT ISSUER NOT REGISTER TRANSFER. (a) A person who is an appropriate person to make an endorsement or originate an instruction may demand that the issuer not register transfer of a security by communicating to …

336.8-404 MS 1994 [Repealed, 1995 c 194 art 1 s 53] 336.8-404 WRONGFUL REGISTRATION. (a) Except as otherwise provided in section 336.8-406, 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 …

336.8-405 MS 1994 [Repealed, 1995 c 194 art 1 s 53] 336.8-405 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 wrong…

336.8-406 MS 1994 [Repealed, 1995 c 194 art 1 s 53] 336.8-406 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 …

336.8-407 MS 1994 [Repealed, 1995 c 194 art 1 s 53] 336.8-407 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 issu…

336.8-501 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 maintaining the account undertakes to …

336.8-502 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 ent…

336.8-503 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 asset…

336.8-504 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 entitl…

336.8-505 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: (1) the securities i…

336.8-506 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: (1) th…

336.8-507 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 …

336.8-508 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 the…

336.8-509 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 …

336.8-510 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 c…

336.8-511 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 holders…

336.8-601 EFFECTIVE DATE. Laws 1995, chapter 194, takes effect January 1, 1996. History: 1995 c 194 art 1 s 52

336.8-602 MS 2006 [Obsolete, 1995 c 194 art 1 s 53]

336.8-603 SAVINGS CLAUSE. (a) Laws 1995, chapter 194, does not affect an action or proceeding commenced before January 1, 1996. (b) If a security interest in a security is perfected on December 31, 1995, and the action by which the security interest was perfected would suffice to…

336.9-101 MS 1998 [Repealed, 2000 c 399 art 1 s 140] 336.9-101 SHORT TITLE. This article may be cited as Uniform Commercial Code - Secured Transactions. History: 2000 c 399 art 1 s 1

336.9-102 MS 1998 [Repealed, 2000 c 399 art 1 s 140] 336.9-102 DEFINITIONS AND INDEX OF DEFINITIONS. (a) Definitions. In this article: (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)…

336.9-103 MS 1998 [Repealed, 2000 c 399 art 1 s 140] 336.9-103 PURCHASE-MONEY SECURITY INTEREST; APPLICATION OF PAYMENTS; BURDEN OF ESTABLISHING. (a) Definitions. In this section: (1) "purchase-money collateral" means goods or software that secures a purchase-money obligation inc…

336.9-104 MS 1998 [Repealed, 2000 c 399 art 1 s 140] 336.9-104 CONTROL OF DEPOSIT ACCOUNT. (a) Requirements for control. 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 pa…

336.9-105 MS 1998 [Repealed, 2000 c 399 art 1 s 140] 336.9-105 CONTROL OF ELECTRONIC COPY OF RECORD EVIDENCING CHATTEL PAPER. (a) General rule: control of electronic copy of record evidencing chattel paper. A purchaser has control of an authoritative electronic copy of a record e…

336.9-105A CONTROL OF ELECTRONIC MONEY. (a) General rule: control of electronic money. A person has control of electronic money if: (1) the electronic money, a record attached to or logically associated with the electronic money, or a system in which the electronic money is recor…

336.9-106 MS 1998 [Repealed, 2000 c 399 art 1 s 140] 336.9-106 CONTROL OF INVESTMENT PROPERTY. (a) Control under section 336.8-106. A person has control of a certificated security, uncertificated security, or security entitlement as provided in section 336.8-106. (b) Control of c…

336.9-107 MS 1998 [Repealed, 2000 c 399 art 1 s 140] 336.9-107 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 h…

336.9-107A CONTROL OF CONTROLLABLE ELECTRONIC RECORD, CONTROLLABLE ACCOUNT, OR CONTROLLABLE PAYMENT INTANGIBLE. (a) Control under section 336.12-105. A secured party has control of a controllable electronic record as provided in section 336.12-105. (b) Control of controllable acc…

336.9-107B NO REQUIREMENT TO ACKNOWLEDGE OR CONFIRM; NO DUTIES. (a) No requirement to acknowledge. A person that has control under section 336.9-104, 336.9-105, or 336.9-105A is not required to acknowledge that it has control on behalf of another person. (b) No duties or confirma…

336.9-108 MS 1998 [Repealed, 2000 c 399 art 1 s 140] 336.9-108 SUFFICIENCY OF DESCRIPTION. (a) Sufficiency of description. 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…

336.9-109 MS 1998 [Repealed, 2000 c 399 art 1 s 140] 336.9-109 SCOPE. (a) General scope of article. Except as otherwise provided in subsections (c) and (d), this article applies to: (1) a transaction, regardless of its form, that creates a security interest in personal property o…

336.9-110 MS 1998 [Repealed, 2000 c 399 art 1 s 140] 336.9-110 SECURITY INTERESTS ARISING UNDER ARTICLE 2 OR 2A. A security interest arising under section 336.2-401, 336.2-505, 336.2-711(3), or 336.2A-508(5) is subject to this article. However, until the debtor obtains possession…

336.9-201 MS 1998 [Repealed, 2000 c 399 art 1 s 140] 336.9-201 GENERAL EFFECTIVENESS OF SECURITY AGREEMENT. (a) General effectiveness. Except as otherwise provided in the Uniform Commercial Code, a security agreement is effective according to its terms between the parties, agains…