Title XXVI, TRADE AND COMMERCE

400.8-304. 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…

400.8-305. 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 othe…

400.8-306. Effect of guaranteeing signature, indorsement or instruction. — (a) A person who guarantees a signature of an indorser of a security certificate warrants that at the time of signing: (1) The signature was genuine; (2) The signer was an appropriate person to indorse, or…

400.8-307. 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 transf…

400.8-401. 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 uncertificated security, the iss…

400.8-402. Assurance that endorsement and instructions are effective. — (a) An issuer may require the following assurance that each necessary indorsement or each instruction is genuine and authorized: (1) In all cases, a guaranty of the signature of the person making an indorseme…

400.8-403. 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 reg…

400.8-404. Wrongful registration. — (a) Except as otherwise provided in section 400.8-406, 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: (1) Pursuant…

400.8-405. Replacement of lost, destroyed or wrongfully taken security certificates. — (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 certific…

400.8-406. 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 …

400.8-407. 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…

400.8-501. 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…

400.8-502. 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 e…

400.8-503. 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 as…

400.8-504. 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 ent…

400.8-505. 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 securitie…

400.8-506. 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)…

400.8-507. 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 assu…

400.8-508. 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 …

400.8-509. 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 secti…

400.8-510. 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 i…

400.8-511. 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 hold…

400.8-601. Effect of amendments to article 8. — (a) The amendments to this article which became effective August 28, 1997, do not affect an action or proceeding commenced before such effective date. (b) If a security interest in a security is perfected on August 28, 1997, the eff…

400.9-101. Short title. — This article may be cited as "Uniform Commercial Code-Secured Transactions". ­­-------- (L. 1963 p. 503 § 9-101, A.L. 2001 S.B. 288) Effective 7-01-01

400.9-102. Definitions and index of definitions. — (a) 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) "Account", except as used in "account for", means a right to p…

400.9-103. Purchase-money security interest — application of payments — burden of establishing. — (a) In this section: (1) "Purchase-money collateral" means goods or software that secures a purchase-money obligation incurred with respect to that collateral; and (2) "Purchase-mone…

400.9-104. Control of deposit account. — (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 comp…

400.9-105. Control of electronic chattel paper. — (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 ass…

400.9-106. Control of investment property. — (a) A person has control of a certificated security, uncertificated security, or security entitlement as provided in section 400.8-106. (b) A secured party has control of a commodity contract if: (1) The secured party is the commodity …

400.9-107. 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 l…

400.9-108. 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 …

400.9-109. Scope. — (a) 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 or fixtures by contract; (2) An agricultural lien; (3) A sale of accounts, ch…

400.9-110. Security interests arising under Article 2 or 2A. — A security interest arising under sections 400.2-401, 400.2-505, 400.2-711(3) or 400.2A-508(5) is subject to this article. However, until the debtor obtains possession of the goods: (1) The security interest is enforc…

400.9-201. General effectiveness of security agreement. — (a) Except as otherwise provided in chapter 400, 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 …

400.9-202. 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 collat…

400.9-203. Attachment and enforceability of security interest — proceeds — supporting obligations — formal requisites. — (a) A security interest attaches to collateral when it becomes enforceable against the debtor with respect to the collateral, unless an agreement expressly pos…

400.9-204. After-acquired property — future advances. — (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-…

400.9-205. Use or disposition of collateral permissible. — (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 rep…

400.9-206. Security interest arising in purchase or delivery of financial asset. — (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 transact…

400.9-207. Rights and duties of secured party having possession or control of collateral. — (a) Except as otherwise provided in subsection (d), a secured party shall use reasonable care in the custody and preservation of collateral in the secured party's possession. In the case o…

400.9-208. Additional duties of secured party having control of collateral. — (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 …

400.9-209. Duties of secured party if account of debtor has been notified of assignment. — (a) Except as otherwise provided in subsection (c), this section applies if: (1) There is no outstanding secured obligation; and (2) The secured party is not committed to make advances, inc…

400.9-210. Request for accounting — request regarding list of collateral or statement of account. — (a) In this section: (1) "Request" means a record of a type described in paragraph (2),(3), or (4); (2) "Request for an accounting" means a record authenticated by a debtor request…

400.9-301. Law governing perfection and priority of security interests. — Except as otherwise provided in sections 400.9-303 through 400.9-306, the following rules determine the law governing perfection, the effect of perfection or nonperfection, and the priority of a security in…

400.9-302. Law governing perfection and priority of agricultural liens. — 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 prod…

400.9-303. Law governing perfection and priority of security interests in goods covered by certificate of title. — (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…