Title 57A, UNIFORM COMMERCIAL CODE

(a) "Protected purchaser" means a purchaser of a certificated or uncertificated security, or of an interest therein, who: (1) Gives value; (2) Does not have notice of any adverse claim to the security; and (3) Obtains control of the certificated or uncertificated security. (b) A …

(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 § 57A-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 instruc…

(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 § 57A-8-501 for value and without notice of the ad…

(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…

(a) If the substance of a duty imposed upon a securities intermediary by §§ 57A-8-504 to 57A-8-508 , inclusive, is the subject of other statute, regulation, or rule, compliance with that statute, regulation, or rule satisfies the duty. (b) To the extent that specific standards fo…

(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 in conversion, replevin, constructive trust, equitable lien, or other theory, may n…

(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 holders who have security entitlements to that financial asset and its oblig…

(a) This chapter does not affect an action or proceeding commenced before this chapter takes effect. (b) If a security interest in a security is perfected at the date this chapter takes effect, and the action by which the security interest was perfected would suffice to perfect a…

This chapter may be cited as Uniform Commercial Code--Secured Transactions. Source: SL 2000, ch 231 .

(a) 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 lost. (2) "Account," except as used in "account for," "account statement," "account to," "commodity account," in paragraph …

(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 - money obligation" means an obligation of an obligor incurred as all or part of the price of the …

(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 a signed record that the bank will comply with instructions originated by the secured pa…

(a) 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 establishes the purchaser as the person to which the authoritative electronic copy wa…

(a) A person has control of electronic money if: (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 gives the person: (A) Power to avail itself of substantially all the benefit fr…

(a) A person has control of a certificated security, uncertificated security, or security entitlement as provided in § 57A-8-106 . (b) A secured party has control of a commodity contract if: (1) The secured party is the commodity intermediary with which the commodity contract 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 § 57A-5-114(c) or othe…

(a) A secured party has control of a controllable electronic record as provided in § 57A-12-105 . (b) A secured party has control of a controllable account or controllable payment intangible if the secured party has control of the controllable electronic record that evidences the…

(a) A person that has control under § 57A-9-104 , 57A-9-105 , or 57A-9-105.1 is not required to acknowledge that it has control on behalf of another person. (b) If a person acknowledges that it has or will obtain control on behalf of another person, unless the person otherwise ag…

(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 subsection (d), a description of collater…

(a) 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 agricultural lien; (3) A sale of accounts, chattel paper, payment…

A security interest arising under § 57A-2-401 , 57A-2-505 , 57A-2-711(3), or 57A-2A-508(5) is subject to this chapter. However, until the debtor obtains possession of the goods: (1) The security interest is enforceable, even if § 57A-9-203(b)(3) has not been satisfied; (2) Filing…

(a) Except as otherwise provided in the Uniform Commercial Code, 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 chapter is subject to any applicable rule …

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 obligations apply whether title to collateral is in the secured party or the debtor. S…

(a) 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) Except as otherwise provided in subsections (c) through (i), a security interest is en…

(a) Except as otherwise provided in subsection (b), a security agreement may create or provide for a security interest in after - acquired collateral. (b) Subject to subsection (b.1), a security interest does not attach under a term constituting an after - acquired property claus…

In transactions entered into after June 30, 1978, and prior to July 1, 1979, whereby the intent of the transaction was to create a security interest pursuant to this title, that security interest shall be deemed to have attached at the time there was agreement that it attach, whe…

(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 repossessed goods; (B) Collect, compromise, enforce, or otherw…

(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 transaction in which the person is obligated to pay the purchase price to the securities in…

(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 of chattel paper or an instrument, reasonable care includes taking necessary steps to preserv…

(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 days after receiving a signed demand by the debtor: (1) A secured party having…