Title 41 — Uniform Commercial Code

1. In this section, "place of business" means a place where a debtor conducts its affairs. 2. Except as otherwise provided in this section, the following rules determine a debtor's location: a. A debtor who is an individual is located at the individual's principal residence. b. A…

The following security interests are perfected when they attach: 1. A purchase-money security interest in consumer goods, except as otherwise provided in subsection 2 of section 41-09-31 with respect to consumer goods that are subject to a statute or treaty described in subsectio…

1. A security interest in controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, uncertificated certificates of deposit, electronic documents, electronic money, investment property, or letter-of-credit rights may be perfected b…

1. A secured party may perfect a security interest in chattel paper by taking possession of each authoritative tangible copy of the record evidencing the chattel paper and obtaining control of each authoritative electronic copy of the electronic record evidencing the chattel pape…

1. Except as otherwise provided in this chapter and in subsection 2 of section 41-02-48: a. A security interest or agricultural lien continues in collateral notwithstanding sale, lease, license, exchange, or other disposition thereof unless the secured party authorized the dispos…

1. A security interest perfected pursuant to the law of the jurisdiction designated in subsection 1 of section 41-09-21, subsection 3 of section 41-09-25, subsection 4 of section 41-09-26.1, or subsection 2 of section 41-09-26.2 remains perfected until the earliest of: a. The tim…

1. Except as otherwise provided in subsection 5, a buyer in ordinary course of business, other than a person buying farm products from a person engaged in farming operations, takes free of a security interest created by the buyer's seller, even if the security interest is perfect…

1. Except as otherwise provided in subsection 3, for purposes of determining the priority of a perfected security interest under subdivision a of subsection 1 of section 41-09-42, perfection of the security interest dates from the time an advance is made to the extent that the se…

1. Except as otherwise provided in subsection 7, a perfected purchase-money security interest in goods other than inventory or livestock has priority over a conflicting security interest in the same goods, and, except as otherwise provided in section 41-09-47, a perfected securit…

1. Except as otherwise provided in subsection 2, a security interest created by a debtor is subordinate to a security interest in the same collateral created by another person if: a. The debtor acquired the collateral subject to the security interest created by the other person; …

1. Subject to subsection 2, a security interest that is created by a new debtor in collateral in which the new debtor has or acquired rights and perfected by a filed financing statement that would be ineffective to perfect the security interest but for the application of section …

The following rules govern priority among conflicting security interests in the same investment property: 1. A security interest held by a secured party having control of investment property under section 41-09-06 has priority over a security interest held by a secured party that…

The following rules govern priority among conflicting security interests in the same letter-of-credit right: 1. A security interest held by a secured party having control of the letter-of-credit right under section 41-09-07 has priority to the extent of its control over a conflic…

1. A purchaser of chattel paper has priority over a security interest in the chattel paper which is claimed merely as proceeds of inventory subject to a security interest if: a. In good faith and in the ordinary course of the purchaser's business, the purchaser gives new value, t…

1. A transferee of tangible money takes the money free of a security interest if the transferee receives possession of the money without acting in collusion with the debtor in violating the rights of the secured party. 2. A transferee of funds from a deposit account takes the fun…

1. In this section, "possessory lien" means an interest, other than a security interest or an agricultural lien: a. Which secures payment or performance of an obligation for services or materials furnished with respect to goods by a person in the ordinary course of the person's b…

1. A security interest under this chapter may be created in goods that are fixtures or may continue in goods that become fixtures. A security interest does not exist under this chapter in ordinary building materials incorporated into an improvement on land. 2. This chapter does n…

1. A security interest may be created in an accession and continues in collateral that becomes an accession. 2. If a security interest is perfected when the collateral becomes an accession, the security interest remains perfected in the collateral. 3. Except as otherwise provided…

1. In this section, "commingled goods" means goods that are physically united with other goods in such a manner that their identity is lost in a product or mass. 2. A security interest does not exist in commingled goods as such. However, a security interest may attach to a produc…

If, while a security interest in goods is perfected by any method under the law of another jurisdiction, this state issues a certificate of title that does not show that the goods are subject to the security interest or contain a statement that they may be subject to security int…

This chapter does not preclude subordination by agreement by a person entitled to priority. 41-09-60. (9-340) Effectiveness of right of recoupment or setoff against deposit account or certificate of deposit. 1. Except as otherwise provided in subsection 3, a bank with which a dep…

1. Except as otherwise provided in subsection 2 and sections 41-09-68 through 41-09-71, whether a debtor's rights in collateral may be voluntarily or involuntarily transferred is governed by law other than this chapter. 2. An agreement between the debtor and secured party which p…

The existence of a security interest, agricultural lien, or authority given to a debtor to dispose of or use collateral, without more, does not subject a secured party to liability in contract or tort for the debtor's acts or omissions.

1. In this section, "value" has the meaning provided in subsection 1 of section 41-03-29. 2. Except as otherwise provided in this section, an agreement between an account debtor and an assignor not to assert against an assignee any claim or defense that the account debtor may hav…

1. A modification of or substitution for an assigned contract is effective against an assignee if made in good faith. The assignee acquires corresponding rights under the modified or substituted contract. The assignment may provide that the modification or substitution is a breac…

1. A term in a letter of credit or a rule of law, statute, regulation, custom, or practice applicable to the letter of credit which prohibits, restricts, or requires the consent of an applicant, issuer, or nominated person to a beneficiary's assignment of or creation of a securit…

1. Except as otherwise provided in subsection 2, if the local law of this state governs perfection of a security interest or agricultural lien, the office in which to file a financing statement to perfect the security interest or agricultural lien is: a. The office designated for…

1. A financing statement sufficiently provides the name of the debtor: a. Except as otherwise provided in subdivision c, if the debtor is a registered organization, or the collateral is held in a trust that is a registered organization, only if the financing statement provides th…

A financing statement sufficiently indicates the collateral that it covers if the financing statement provides: 1. A description of the collateral pursuant to section 41-09-08; or 2. An indication that the financing statement covers all assets or all personal property. 41-09-76. …

1. A financing statement substantially satisfying the requirements of this part is effective, even if the financing statement has minor errors or omissions, unless the errors or omissions make the financing statement seriously misleading. 2. Except as otherwise provided in subsec…

1. A filed financing statement remains effective with respect to collateral that is sold, exchanged, leased, licensed, or otherwise disposed of and in which a security interest or agricultural lien continues, even if the secured party knows of or consents to the disposition. 2. E…

1. A person may file an initial financing statement, amendment that adds collateral covered by a financing statement, or amendment that adds a debtor to a financing statement only if: a. The debtor authorizes the filing in a signed record or pursuant to subsection 2 or 3; or b. T…

1. A filed record is effective only to the extent that it was filed by a person that may file it under section 41-09-80. 2. A record authorized by one secured party of record does not affect the financing statement with respect to another secured party of record. 3. A continuatio…

1. A secured party of record with respect to a financing statement is a person whose name is provided as the name of the secured party or a representative of the secured party in an initial financing statement that has been filed. If an initial financing statement is filed under …

1. Subject to section 41-09-80, a person may add or delete collateral covered by, continue or terminate the effectiveness of, or, subject to subsection 5, otherwise amend the information provided in, a financing statement by filing an amendment that: a. Identifies, by its file nu…

1. If a financing statement covering consumer goods is filed after December 31, 1973, then within one month or within ten days following written demand by the debtor after there is no outstanding secured obligation and no commitment to make advances, incur obligations, or otherwi…

1. Except as otherwise provided in subsection 3, an initial financing statement may reflect an assignment of all of the secured party's power to authorize an amendment to the financing statement by providing the name and mailing address of the assignee as the name and address of …

1. Except as otherwise provided in subsection 2, communication of a record to a filing office and tender of the filing fee or acceptance of the record by the filing office constitutes filing. 2. Filing does not occur with respect to a record that a filing office refuses to accept…

The failure of the filing office to index a record correctly does not affect the effectiveness of the filed record.

1. A person may file in the filing office an information statement with respect to a record indexed there under the person's name if the person believes that the record is inaccurate or was wrongfully filed. 2. An information statement under subsection 1 must: a. Identify the rec…

1. A filing office shall refuse to accept a record for filing for a reason set forth in subsection 2 of section 41-09-87 and may refuse to accept a record for filing only for a reason set forth in subsection 2 of section 41-09-87. 2. If a filing office refuses to accept a record …

1. A filing office that accepts written records may not refuse to accept a written initial financing statement in the form and format established by the secretary of state, except for a reason set forth in subsection 2 of section 41-09-87. 2. A filing office that accepts written …

1. The filing office shall maintain a record of the information provided in a filed financing statement for at least one year after the effectiveness of the financing statement has lapsed under section 41-09-86 with respect to all secured parties of record. The record must be ret…

1. Any person may request electronically an acknowledgment of a filing. The central indexing system shall provide to the person detailed information and an image of the record, if not filed electronically, showing the number assigned to the record pursuant to subdivision a of sub…

Delay by the filing office beyond a time limit prescribed by this part is excused if: 1. The delay is caused by interruption of communication or computer facilities, war, emergency conditions, failure of equipment, or other circumstances beyond control of the filing office; and 2…

1. The fee for filing and indexing an original statement under this title is forty dollars. An additional fee may not be charged for the same statement to gain protection under the central notice system. 2. The fee for filing and indexing an amendment, assignments, releases, or c…

The secretary of state shall adopt and publish rules to implement this chapter. The rules must be: 1. Consistent with this chapter; and 2. Adopted and published in accordance with chapter 28-32. 41-09-98. (9-601) Rights after default - Judicial enforcement - Consignor or buyer of…

Except as otherwise provided in section 41-09-119, to the extent that they give rights to a debtor or obligor and impose duties on a secured party, the debtor or obligor may not waive or vary the rules stated in the following listed sections: 1. Paragraph 3 of subdivision d of su…