Chapter 25

(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) and (d) of this secti…

(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 possession of the security certificate on behalf of the purchaser or, h…

(a) Except as otherwise provided in subsections (b) and (c) of this section, 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 acquires rights only t…

(a) "Protected purchaser" means a purchaser of a certificated or uncertificated security, or of an interest therein, to which all of the following apply: (1) The purchaser gives value. (2) The purchaser does not have notice of any adverse claim to the security. (3) The purchaser …

(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 special indorsement. (b…

(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 otherwise agreed, a person ini…

(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 if the signature is by an agent, the agent had actual authority to act on …

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 of the security, but if the transfer is not for value, a transferor need…

(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 shall register the transfer as requested if: (…

(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 originating an instruction including, in the case of an instructio…

(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 registered owner and the issue of which the security is a …

(a) Except as otherwise provided in G.S. 25-8-406, 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 ineffective indorsement or instru…

(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 owner: (1) So requests before the issuer has notice that the certificate ha…

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 has notice of it and the issuer registers a transfer of the security before receiving notification, t…

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 securities, or in the cancellation of surrendered security certifica…

(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 treat the person for whom the account is maintained as entitled to exercise the rights that comp…

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 entitlement under G.S. 25-8-501 for value and without notice of the …

(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 held by the securities intermediary are held by the securities intermediary for the entitlement holde…

(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 entitlement holders with respect to that financial asset. The securities inte…

(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 intermediary acts with respect to the duty as agreed upon by the entitlement holder and…

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) The securities intermediary acts with respect to the duty as agreed upon by the entitlement holder…

(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 itself that the entitlement order is genuine and authorized, and the securit…

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 entitlement holder is eligible, or to cause the financial asset to be transferred to a securities account of the ent…

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 G.S. 25-8-504 throu…

(a) In a case not covered by the priority rules in Article 9 of this Chapter or the rules stated in subsection (c) of this section, an action based on an adverse claim to a financial asset or security entitlement, whether framed in conversion, replevin, constructive trust, equita…

(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 entitlement holders who have security entitlements to that financial ass…

This Article may be cited as Uniform Commercial Code-Secured Transactions. (1965, c. 700, s. 1; 1975, c. 862, s. 7; 2000-169, s. 1.)

(a) Article 9 Definitions. - In this Article, the following definitions apply: (1) Accession. - Goods that are physically united with other goods in a manner in which the identity of the original goods is not lost. (2) Account. - Except as used in "account for," "account statemen…

(a) Definitions. - 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-money obligation" means an obligation of an obligor incurred as all or part of the pric…

(a) Production-money crops. - A security interest in crops is a production-money security interest to the extent that the crops are production-money crops. (b) Production-money obligation. - If the extent to which a security interest is a production-money security interest depend…

(a) Requirements for Control. - A secured party has control of a deposit account if any of the following applies: (1) The secured party is the bank with which the deposit account is maintained. (2) The debtor, secured party, and bank have agreed in a signed record that the bank w…

(a) General Rule for Control of Electronic Copy of Record Evidencing Chattel Paper. - A purchaser has 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 reliably est…

(a) General Rule for Control of Electronic Money. - A person has control of electronic money if both of the following apply: (1) The electronic money, a record attached to or logically associated with the electronic money, or a system in which the electronic money is recorded giv…

(a) Control under G.S. 25-8-106. - A person has control of a certificated security, uncertificated security, or security entitlement as provided in G.S. 25-8-106. (b) Control of commodity contract. - A secured party has control of a commodity contract if: (1) The secured party is…

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 letter of credit under G.S. 25-5-114(c) or otherw…

(a) Control Under G.S. 25-12-105. - A secured party has control of a controllable electronic record as provided in G.S. 25-12-105. (b) Control of Controllable Account and Controllable Payment Intangible. - A secured party has control of a controllable account or controllable paym…

(a) No Requirement to Acknowledge. - A person that has control under G.S. 25-9-104, 25-9-105, or 25-9-105.1 is not required to acknowledge that it has control on behalf of another person. (b) No Duties or Confirmation. - If a person acknowledges that it has or will obtain control…

(a) Sufficiency of description. - Except as otherwise provided in subsections (c), (d), and (e) of this section, a description of personal or real property is sufficient, whether or not it is specific, if it reasonably identifies what is described. (b) Examples of reasonable iden…

(a) General scope of Article. - Except as otherwise provided in subsections (c) and (d) of this section, 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 security interest arising under G.S. 25-2-401, 25-2-505, 25-2-711(c), or 25-2A-508(e) is subject to this Article. However, until the debtor obtains possession of the goods: (1) The security interest is enforceable, even if G.S. 25-9-203(b)(3) has not been satisfied; (2) Filing …

(a) General Effectiveness. - Except as otherwise provided in this Chapter, a security agreement is effective according to its terms between the parties, against purchasers of the collateral, and against creditors. (b) Applicable Consumer Laws and Other Law. - A transaction subjec…

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 collateral is in the secured party or the debtor. (…

(a) Attachment. - A security interest attaches to collateral when it becomes enforceable against the debtor with respect to the collateral, unless an agreement expressly postpones the time of attachment. (b) Enforceability. - Except as otherwise provided in subsections (c) throug…

(a) After-Acquired Collateral. - Except as otherwise provided in subsection (b) of this section, a security agreement may create or provide for a security interest in after-acquired collateral. (b) When After-Acquired Property Clause Not Effective. - Subject to subsection (b1) of…

(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 or ability to: a. Use, commingle, or dispose of all or part of the collateral, including returned or repossessed…

(a) Security interest when person buys through securities intermediary. - 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 transaction in which …

(a) Duty of Care When Secured Party in Possession. - Except as otherwise provided in subsection (d) of this section, a secured party shall use reasonable care in the custody and preservation of collateral in the secured party's possession. In the case of chattel paper or an instr…

(a) Applicability of Section. - 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) Duties of Secured Party After Receiving Demand from Debtor. -…

(a) Applicability of Section. - Except as otherwise provided in subsection (c) of this section, this section applies if there is no outstanding secured obligation and the secured party is not committed to make advances, incur obligations, or otherwise give value. (b) Duties of Se…

(a) Definitions. - In this section, the following definitions apply: (1) Request. - A record of a type described in subdivision (2), (3), or (4) of this subsection. (2) Request for an accounting. - A record signed by a debtor requesting that the recipient provide an accounting of…