Title UCC, Uniform Commercial Code

Section 1--101. Short Titles.\n (a) This act may be cited as the Uniform Commercial Code.\n (b) This article may be cited as Uniform Commercial Code -- General\nProvisions.\n

Section 1--102. Scope of Article.\n This article applies to a transaction to the extent that it is\ngoverned by another article of this act.\n

Section 1--103. Construction of Uniform Commercial Code to Promote its\n Purposes and Policies; Applicability of Supplemental\n Principles of Law.\n (a) This act must be liberally construed and applied to promote its\nunderlying purposes and policies, which are:\n (1) to simplify…

Section 1--104. Construction Against Implied Repeal.\n This act being a general act intended as a unified coverage of its\nsubject matter, no part of it shall be deemed to be impliedly repealed\nby subsequent legislation if such construction can reasonably be\navoided.\n

Section 1--105. Severability.\n If any provision or clause of this act or its application to any\nperson or circumstance is held invalid, the invalidity does not affect\nother provisions or applications of this act which can be given effect\nwithout the invalid provision or appli…

Section 1--106. Use of Singular and Plural; Gender.\n In this act, unless the statutory context otherwise requires:\n (1) words in the singular number include the plural, and those in the\nplural include the singular; and\n (2) words of any gender also refer to any other gender.\…

Section 1--107. Section Captions.\n Section captions are part of this act. The subsection headings in\narticle nine are not part of this act for purposes of construction.\n

Section 1--108. Relation to Electronic Signatures in Global and National\n Commerce Act.\n This article modifies, limits, and supersedes the federal Electronic\nSignatures in Global and National Commerce Act, 15 U.S.C. Section 7001\net seq., except that nothing in this article mo…

Section 1--201. General Definitions.\n (a) Unless the context otherwise requires, words or phrases defined in\nthis section, or in the additional definitions contained in other\narticles of this act that apply to particular articles or parts thereof,\nhave the meanings stated.\n …

Section 1--202. Notice; Knowledge.\n (a) Subject to subsection (f), a person has "notice" of a fact if the\nperson:\n (1) has actual knowledge of it;\n (2) has received a notice or notification of it; or\n (3) from all the facts and circumstances known to the person at the\ntime …

Section 1--203. Lease Distinguished From Security Interest.\n (a) Whether a transaction in the form of a lease creates a lease or\nsecurity interest is determined by the facts of each case.\n (b) A transaction in the form of a lease creates a security interest\nif the considerati…

Section 1--204. Value.\n Except as otherwise provided in articles 3, 4, 5, and 12 of this act a\nperson gives value for rights if the person acquires them:\n (a) in return for a binding commitment to extend credit or for the\nextension of immediately available credit, whether or …

Section 1--205. Reasonable Time; Seasonableness.\n (a) Whether a time for taking an action required by this act is\nreasonable depends on the nature, purpose, and circumstances of the\naction.\n (b) An action is taken seasonably if it is taken at or within the time\nagreed or, if…

Section 1--206. Presumptions.\n Whenever this act creates a "presumption" with respect to a fact, or\nprovides that a fact is "presumed," the trier of fact must find the\nexistence of the fact unless and until evidence is introduced that\nsupports a finding of its nonexistence.\n…

Section 1--207. Statute of Frauds for Kinds of Personal Property Not\nOtherwise Covered.\n (a) Except in the cases described in subsection (b) of this section a\ncontract for the sale of personal property is not enforceable by way of\naction or defense beyond five thousand dolla…

Section 1--301. Territorial Applicability; Parties' Power to Choose\n Applicable Law.\n (a) Except as otherwise provided in this section, when a transaction\nbears a reasonable relation to this state and also to another state or\nnation, the parties may agree that the law either …

Section 1--302. Variation by Agreement.\n (a) Except as otherwise provided in subsection (b) or elsewhere in\nthis act, the effect of provisions of this act may be varied by\nagreement.\n (b) The obligations of good faith, diligence, reasonableness, and care\nprescribed by this a…

Section 1--303. Course of Performance, Course of Dealing, and Usage of\n Trade.\n (a) A "course of performance" is a sequence of conduct between the\nparties to a particular transaction that exists if:\n (1) the agreement of the parties with respect to the transaction\ninvolves r…

Section 1--304. Obligation of Good Faith.\n Every contract or duty within this act imposes an obligation of good\nfaith in its performance and enforcement.\n

Section 1--305. Remedies to be Liberally Administered.\n (a) The remedies provided by this act must be liberally administered\nto the end that the aggrieved party may be put in as good a position as\nif the other party had fully performed but neither consequential or\nspecial dam…

Section 1--306. Waiver or Renunciation of Claim or Right After Breach.\n A claim or right arising out of an alleged breach may be discharged in\nwhole or in part without consideration by agreement of the aggrieved\nparty in a signed record.\n

Section 1--307. Prima Facie evidence by Third-party Documents.\n A document in due form purporting to be a bill of lading, policy or\ncertificate of insurance, official weigher's or inspector's certificate,\nconsular invoice, or any other document authorized or required by the\nc…

Section 1--308. Performance or Acceptance Under Reservation of Rights.\n A party that with explicit reservation of rights performs or promises\nperformance or assents to performance in a manner demanded or offered by\nthe other party does not thereby prejudice the rights reserved…

Section 1--309. Option to Accelerate at Will.\n A term providing that one party or that party's successor in interest\nmay accelerate payment or performance or require collateral or\nadditional collateral "at will" or when the party "deems itself\ninsecure," or words of similar i…

Section 1--310. Subordinated Obligations.\n An obligation may be issued as subordinated to performance of another\nobligation of the person obligated, or a creditor may subordinate its\nright to performance of an obligation by agreement with either the\nperson obligated or anothe…

Section 11--101. Definitions.\n As used in this Article 11:\n (a) The term "Original Article 9" means Article 9 of the uniform\ncommercial code as enacted by chapter five hundred fifty-three of the\nlaws of nineteen hundred sixty-two and as amended by chapter eight\nhundred ninet…

Section 11--102. Preservation of Old Transition Provision.\n The provisions of Article 10 of the uniform commercial code as enacted\nby chapter five hundred fifty-three of the laws of nineteen hundred\nsixty-two and as last amended by chapter eight hundred sixty-eight of\nthe law…

Section 11--103. Transition to Revised Article 9--General Rule.\n Transactions validly entered into after September twenty-seventh,\nnineteen hundred sixty-four and before the effective date of Revised\nArticle 9, and which were subject to the provisions of Original Article\n9 an…

Section 11--104. Transition Provision on Change of Requirement of\n Filing.\n A security interest for the perfection of which filing or the taking\nof possession was required under Original Article 9 and which attached\nprior to the effective date of Revised Article 9 but was not…

Section 11--105. Transition Provision on Change of Place of Filing.\n (1) A financing statement or continuation statement filed prior to the\neffective date of Revised Article 9 which shall not have lapsed prior to\nthe effective date of Revised Article 9 shall remain effective f…

Section 11--106. Required Refilings.\n (1) If a security interest is perfected or has priority when the act\nenacting this Article takes effect as to all persons or as to certain\npersons without any filing or recording, and if the filing of a\nfinancing statement would be requir…

Section 11--107. Transition Provisions as to Priorities.\n Except as otherwise provided in this Article, Original Article 9 shall\napply to any questions of priority if the positions of the parties were\nfixed prior to the effective date of Revised Article 9. In other cases\nques…

Section 11--108. Presumption that Rule of Law Continues Unchanged.\n Unless a change in law has clearly been made, the provisions of\nRevised Article 9 shall be deemed declaratory of the meaning of Original\nArticle 9.\n

Section 12--101. Short title.\n This article may be cited as Uniform Commercial Code--Controllable\nElectronic Records.\n

Section 12--102. Definitions.\n (a) In this article:\n (1) "Controllable electronic record" means a record stored in an\nelectronic medium that can be subjected to control under Section 12-105.\nThe term does not include a controllable account, a controllable payment\nintangible,…

Section 12--103. Relation to Article 9 and Consumer Laws.\n (a) Article 9 governs in case of conflict. If there is conflict\nbetween this article and Article 9, Article 9 governs.\n (b) Applicable consumer law and other laws. A transaction subject to\nthis article is subject to a…

Section 12--104. Rights in Controllable Account, Controllable Electronic\n Record, and Controllable Payment Intangible.\n (a) Applicability of section to controllable account and controllable\npayment intangible. This section applies to the acquisition and purchase\nof rights in …

Section 12--105. Control of Controllable Electronic Record.\n (a) General rule: control of controllable electronic record. A person\nhas control of a controllable electronic record if the electronic\nrecord, a record attached to or logically associated with the electronic\nrecord…

Section 12--106. Discharge of Account Debtor on Controllable Account or\nControllable Payment Intangible.\n (a) Discharge of account debtor. An account debtor on a controllable\naccount or controllable payment intangible may discharge its obligation\nby paying:\n (1) the person h…

Section 12--107. Governing Law.\n (a) Governing law: general rule. Except as provided in subsection (b),\nthe local law of a controllable electronic record's jurisdiction governs\na matter covered by this article.\n (b) Governing law: Section 12--106. For a controllable electroni…

Section 12-A-101. Title. This article may be cited as Transitional\n Provisions for the 2025 Uniform Commercial Code\n Amendments.\n

Section 12-A-102. Definitions.\n (a) Article A Definitions. In this article:\n (1) "Adjustment date" means the date that is one year after the\neffective date.\n (2) "Article 12" means Article 12 of this code.\n (3) "Article 12 property" means a controllable account, controllable…

Section 12-A-201. Saving Clause.\n Except as provided in Part 3, a transaction validly entered into\nbefore the effective date of this article and the rights, duties, and\ninterests flowing from the transaction remain valid thereafter and may\nbe terminated, completed, consummate…

Section 12-A-301. Saving Clause.\n (a) Pre-effective-date transaction, lien, or interest. Except as\nprovided in this part, Article 9 as amended by the UCC Revision Act and\nArticle 12 apply to a transaction, lien, or other interest in property,\neven if the transaction, lien, or…

Section 12-A-302. Security Interest Perfected Before Effective Date.\n (a) Continuing perfection: perfection requirements satisfied. A\nsecurity interest that is enforceable and perfected immediately before\nthe effective date of the UCC Revision Act is a perfected security\ninte…

Section 12-A-303. Security Interest Unperfected Before Effective Date.\n A security interest that is enforceable immediately before the\neffective date of the UCC Revision Act but is unperfected at that time:\n (1) remains an enforceable security interest until the adjustment\nda…

Section 12-A-304. Effectiveness of Actions Taken Before Effective Date.\n (a) Pre-effective-date action; attachment and perfection before\nadjustment date. If action, other than the filing of a financing\nstatement, is taken before the effective date of the UCC Revision Act\nand …

Section 12-A-305. Priority.\n (a) Determination of priority. Subject to subsections (b) and (c), the\nrevised UCC determines the priority of conflicting claims to collateral.\n (b) Established priorities. Subject to subsection (c), if the\npriorities of claims to collateral were …

Section 12-A-306. Priority of Claims When Priority Rules of Article 9\n Do Not Apply.\n (a) Determination of priority. Subject to subsections (b) and (c),\nArticle 12 determines the priority of conflicting claims to Article 12\nproperty when the priority rules of Article 9 as ame…

Section 13--101. Application of Act.\n This Act applies to transactions entered into and events occurring on\nand after the effective date specified in Section 10-105 of this Act.\n