Title 70A, Uniform Commercial Code

70A-8-209. Issuer's lien. A lien in favor of an issuer upon a certificated security is valid against a purchaser only if the right of the issuer to the lien is noted conspicuously on the security certificate.

70A-8-210. Overissue. (1) 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. (2) Except as otherwise provided in Subsections (3)…

70A-8-301. Delivery. (1) Delivery of a certificated security to a purchaser occurs when: (a) the purchaser acquires possession of the security certificate; (b) another person, other than a securities intermediary, either acquires possession of the security certificate on behalf o…

70A-8-302. Rights of purchaser. (1) Except as otherwise provided in Subsections (2) and (3), a purchaser of a certificated or uncertificated security acquires all rights in the security that the transferor had or had power to transfer. (2) A purchaser of a limited interest acquir…

70A-8-303. Protected purchaser. (1) "Protected purchaser" means a purchaser of a certificated or uncertificated security, or of an interest in the security, who: (a) gives value; (b) does not have notice of an adverse claim to the security; (c) obtains control of the security; an…

70A-8-304. Indorsement. (1) 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…

70A-8-305. Instruction. (1) 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. (2) Unless otherw…

70A-8-306. Effect of guaranteeing signature, indorsement, or instruction. (1) A person who guarantees a signature of an indorser of a security certificate warrants that at the time of signing: (a) the signature was genuine; (b) the signer was an appropriate person to indorse, or …

70A-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…

70A-8-401. Duty of issuer to register transfer. (1) 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 issue…

70A-8-402. Assurance that indorsement or instruction is effective. (1) An issuer may require the following assurance that each necessary indorsement or each instruction is genuine and authorized: (a) in all cases, a guaranty of the signature of the person making an indorsement or…

70A-8-403. Demand that issuer not register transfer. (1) 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 regis…

70A-8-404. Wrongful registration. (1) Except as otherwise provided in Section 70A-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: (a) pursuant t…

70A-8-405. Replacement of lost, destroyed, or wrongfully taken security certificate. (1) 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 certifica…

70A-8-406. Obligation to notify issuer of lost, destroyed, or wrongfully taken security certificate. (1) If a security certificate has been lost, apparently destroyed, or wrongfully taken, and the owner fails to notify the issuer of that fact within the reasonable time after the …

70A-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…

70A-8-409. Application to land or water companies. The procedures of this chapter apply to shares of stock in a land company or a water company.

70A-8-409.1. Replacement of lost, destroyed, or wrongfully taken share certificate of a land company or a water company. (1) As used in this section: (a) "Affected share" means the share represented by a share certificate that is lost, destroyed, or wrongfully taken. (b) "Company…

70A-8-501. Securities account -- Acquisition of security entitlement from securities intermediary. (1) "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 …

70A-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…

70A-8-503. Property interest of entitlement holder in financial asset held by securities intermediary. (1) 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 asse…

70A-8-504. Duty of securities intermediary to maintain financial asset. (1) 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 entit…

70A-8-505. Duty of securities intermediary with respect to payments and distributions. (1) 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: (a) the securities …

70A-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: (1) t…

70A-8-507. Duty of securities intermediary to comply with entitlement order. (1) 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…

70A-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…

70A-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. (1) If the substance of a duty imposed upon a securities intermediary by Sectio…

70A-8-510. Rights of purchaser of security entitlement from entitlement holder. (1) In a case not covered by the priority rules in Chapter 9a, Uniform Commercial Code - Secured Transactions, or the rules stated in Subsection (3), an action based on an adverse claim to a financial…

70A-8-511. Priority among security interests and entitlement holders. (1) Except as otherwise provided in Subsections (2) and (3), if a securities intermediary does not have sufficient interests in a particular financial asset to satisfy both its obligations to entitlement holder…

70A-8-601. Transition provisions. (1) This act does not affect an action or proceeding commenced before this act takes effect. (2) 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 woul…

70A-9a-101. Title. This chapter may be cited as Uniform Commercial Code - Secured Transactions.

70A-9a-102. Definitions and index of definitions. As used 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)(a) "Account," except as used in "account for," "account to,…

70A-9a-102. Definitions and index of 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 lost. (2)(a) "Account," except as used in "account for," "account to," "commo…

70A-9a-102.1. Definitions from other chapters. "Control" as provided in Section 70A-7a-106 and the following definitions in other chapters of this title apply to this chapter: (1) "Applicant" Section 70A-5-102. (2) "Beneficiary" Section 70A-5-102. (3) "Broker" Section 70A-8-101. …

70A-9a-103. Purchase-money security interest -- Application of payments -- Burden of establishing. (1) In this section: (a) "purchase-money collateral" means goods or software that secures a purchase-money obligation incurred with respect to that collateral; and (b) "purchase-mon…

70A-9a-104. Control of deposit account. (1) A secured party has control of a deposit account if: (a) the secured party is the bank with which the deposit account is maintained; (b) the debtor, secured party, and bank have agreed in a signed record that the bank will comply with i…

70A-9a-105. Control of electronic copy of record evidencing chattel paper. (1) 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 establishe…

70A-9a-105.1. Control of electronic money. (1) A person has control of electronic money if: (a) 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: (i) power to avail…

70A-9a-106. Control of investment property. (1) A person has control of a certificated security, uncertificated security, or security entitlement as provided in Section 70A-8-105. (2) A secured party has control of a commodity contract if: (a) the secured party is the commodity i…

70A-9a-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 consented to an assignment of proceeds of the le…

70A-9a-107.1. Control of controllable electronic record, controllable account, or controllable payment intangible. (1) A secured party has control of a controllable electronic record as provided in Section 70A-12-105. (2) A secured party has control of a controllable account or c…

70A-9a-107.2. No requirement to acknowledge or confirm -- No duties. (1) A person that has control under Section 70A-9a-104, 70A-9a-105, or 70A-9a-105.1 is not required to acknowledge that it has control on behalf of another person. (2) If a person acknowledges that it has or wil…

70A-9a-108. Sufficiency of description. (1) Except as otherwise provided in Subsections (3), (4), and (5), a description of personal or real property is sufficient, whether or not it is specific, if it reasonably identifies what is described. (2) Except as otherwise provided in S…

70A-9a-109. Scope. (1) Except as otherwise provided in Subsections (3) and (4), this chapter applies to: (a) a transaction, regardless of its form, that creates a security interest in personal property or fixtures by contract; (b) an agricultural lien; (c) a sale of accounts, cha…

70A-9a-110. Security interests arising under Chapter 2 or 2a. A security interest arising under Section 70A-2-401 or 70A-2-505, or Subsection 70A-2-711(3) or 70A-2a-508(5) is subject to this chapter. However, until the debtor obtains possession of the goods: (1) the security inte…

70A-9a-201. General effectiveness of security agreement. (1) Except as otherwise provided in this title, a security agreement is effective according to its terms between the parties, against purchasers of the collateral, and against creditors. (2) A transaction subject to this ch…