Title 12A, Title 12A: COMMERCIAL TRANSACTIONS

12A: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 i…

12A: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…

12A: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 issuer…

12A: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: (1) in all cases, a guaranty of the signature of the person making an indorsement or …

12A: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 regist…

12A:8-404. Wrongful Registration. a. Except as otherwise provided in 12A: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 to an inef…

12A:8-405. Replacement of Lost, Destroyed, or Wrongfully Taken Security. 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 own…

12A: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 …

12A: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…

12A: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 …

12A: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…

12A: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…

12A: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…

12A: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…

12A: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: a. th…

12A: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 …

12A: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…

12A: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 12A:8-504…

12A:8-510 Rights of purchaser of security entitlement from entitlement holder. 12A:8-510. Rights of Purchaser of Security Entitlement from Entitlement Holder. a. In a case not covered by the priority rules in Chapter 9 or the rules stated in subsection c. of this section, an acti…

12A:8-511. Priority among Security Interests and Entitlement Holders. a. Except as otherwise provided in subsections b. and c. of this section, if a securities intermediary does not have sufficient interests in a particular financial asset to satisfy both its obligations to entit…

12A:8-601. Savings Clause. a. This act does not affect an action or proceeding commenced before this act takes effect. b. If a security interest in a security is perfected at the date this act takes effect, and the action by which the security interest was perfected would suffice…

12A:9-101. Short title 12A:9-101. Short Title. This chapter may be cited as "Uniform Commercial Code-Secured Transactions." L.2001, c.117, s.1.

12A:9-102 Definitions and index of definitions. 12A:9-102. Definitions and Index of Definitions. (a) Chapter 9 definitions. In this chapter: (1) "Accession" means goods that are physically united with other goods in such a manner that the identity of the original goods is not los…

12A:9-103 Purchase-money security interest; application of payments; burden of establishing. 12A: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 tha…

12A:9-104 Control of deposit account. 12A: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 party, and bank …

12A:9-105 Control of electronic chattel paper. 12A: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 …

12A:9-106 Control of investment property. 12A:9-106. Control of Investment Property. (a) Control under 12A:8-106. A person has control of a certificated security, uncertificated security, or security entitlement as provided in 12A:8-106. (b) Control of commodity contract. A secur…

12A:9-107. Control of letter-of-credit right 12A: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 cons…

12A:9-108 Sufficiency of description. 12A:9-108. Sufficiency of Description. (a) Sufficiency of description. Except as otherwise provided in subsections (c), (d), (e) and (f), a description of personal or real property is sufficient, whether or not it is specific, if it reasonabl…

12A:9-109 Scope. 12A:9-109. Scope. (a) General scope of chapter. Except as otherwise provided in subsections (c) and (d), 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 agri…

12A:9-110. Security interests arising under Chapter 2 or 2A 12A:9-110. Security Interests Arising under Chapter 2 or 2A. A security interest arising under 12A:2-401, 12A:2-505, 12A:2-711(3), or 12A:2A-508(5) is subject to this chapter. However, until the debtor obtains possession…

12A:9-201 General effectiveness of security agreement. 12A: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, aga…

12A:9-202. Title to collateral immaterial 12A: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 chapter with regard to rights and o…

12A:9-203 Attachment and enforceability of security interest; proceeds; supporting obligations; formal requisites. 12A:9-203. Attachment and Enforceability of Security Interest; Proceeds; Supporting Obligations; Formal Requisites. (a) Attachment. A security interest attaches to c…

12A:9-204 After-acquired property, future advances. 12A:9-204. After-acquired Property; Future Advances. (a) After-acquired collateral. Except as otherwise provided in subsection (b), a security agreement may create or provide for a security interest in after-acquired collateral.…

12A:9-205 Use or disposition of collateral permissible. 12A:9-205. Use or Disposition of Collateral Permissible. (a) When security interest not invalid or fraudulent. A security interest is not invalid or fraudulent against creditors solely because: (1) the debtor has the right o…

12A:9-206 Security interest arising in purchase or delivery of financial asset. 12A:9-206. Security Interest Arising in Purchase or Delivery of Financial Asset. (a) Security interest when person buys through securities intermediary. A security interest in favor of a securities in…

12A:9-207 Rights and duties of secured party having possession or control of collateral. 12A:9-207. Rights and Duties of Secured Party Having Possession or Control of Collateral. (a) Duty of care when secured party in possession. Except as otherwise provided in subsection (d), a …

12A:9-208 Additional duties of secured party having control of collateral. 12A:9-208. Additional Duties of Secured Party Having Control of Collateral. (a) Applicability of section. This section applies to cases in which there is no outstanding secured obligation and the secured p…

12A:9-209 Duties of secured party if account debtor has been notified of assignment. 12A:9-209. Duties of Secured Party If Account Debtor Has Been Notified of Assignment. (a) Applicability of section. Except as otherwise provided in subsection (c), this section applies if: (1) th…

12A:9-210 Request for accounting; request regarding list of collateral or statement of account. 12A:9-210. Request for Accounting; Request Regarding List of Collateral or Statement of Account. (a) Definitions. In this section: (1) "Request" means a record of a type described in p…

12A:9-301 Law governing perfection and priority of security interests. 12A:9-301. Law Governing Perfection and Priority of Security Interests. Except as otherwise provided in sections 12A:9-303 through 12A:9-306, the following rules determine the law governing perfection, the eff…

12A:9-302. Law governing perfection and priority of agricultural liens 12A: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 non…

12A:9-303 Law governing perfection and priority of security interests in goods covered by a certificate of title. 12A:9-303. Law Governing Perfection and Priority of Security Interests in Goods Covered by a Certificate of Title. (a) Applicability of section. This section applies …

12A:9-304 Law governing perfection and priority of security interests in deposit accounts. 12A:9-304. Law Governing Perfection and Priority of Security Interests in Deposit Accounts. (a) Law of bank's jurisdiction governs. The local law of a bank's jurisdiction governs perfection…

12A:9-305 Law governing perfection and priority of security interests in investment property. 12A:9-305. Law Governing Perfection and Priority of Security Interests in Investment Property. (a) Governing law: general rules. Except as otherwise provided in subsection (c), the follo…