Title 8.9A, Commercial Code — Secured Transactions

(a) General rule: control of electronic copy of a record evidencing chattel paper. A secured party 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 es…

(a) General rule: control of electronic money. 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…

(a) Control under § 8.8A-106. A person has control of a certificated security, uncertificated security, or security entitlement as provided in § 8.8A-106. (b) Control of commodity contract. A secured party has control of a commodity contract if: (1) the secured party is the commo…

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 subsection (c) of § 8.5A-1…

(a) Control under § 8.12-105. A secured party has control of a controllable electronic record as provided in § 8.12-105. (b) Control of controllable account and controllable payment intangible. A secured party has control of a controllable account or controllable payment intangib…

(a) No requirement to acknowledge. A person that has control under 8.9A-104, 8.9A-105, or 8.9A-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 on behal…

(a) Sufficiency of description. 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) Examples of reasonable identification. Except…

(a) General scope of title. Except as otherwise provided in subsections (c) and (d), this title 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, …

A security interest arising under §§ 8.2-401, 8.2-505, 8.2-711 (3), or § 8.2A-508 (5) is subject to this title. However, until the debtor obtains possession of the goods: (1) the security interest is enforceable, even if subdivision (b) (3) of § 8.9A-203 has not been satisfied; (…

(a) General effectiveness. 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) Applicable consumer laws and other law. A transac…

Except as otherwise provided with respect to consignments or sales of accounts, chattel paper, payment intangibles, or promissory notes, the provisions of this title 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) through (i…

(a) After-acquired collateral. Except as otherwise provided in subsection (b), 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 (b.1), a security interest …

(a) Notwithstanding any other provision of the law to the contrary, a seller may take a security interest only in the goods sold; provided, however, this section shall apply only to the sale of consumer goods as defined in § 8.9A-102 (23). Where the unpaid debts from two or more …

(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 th…

(a) Duty of care when secured party in possession. 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 …

(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. Wit…

(a) Applicability of section. Except as otherwise provided in subsection (c), this section applies if: (1) there is no outstanding secured obligation; and (2) the secured party is not committed to make advances, incur obligations, or otherwise give value. (b) Duties of secured pa…

(a) Definitions. In this section: (1) "Request" means a record of a type described in paragraph (2), (3), or (4). (2) "Request for an accounting" means a record signed by a debtor requesting that the recipient provide an accounting of the unpaid obligations secured by collateral …

Except as otherwise provided in §§ 8.9A-303 through 8.9A-306.2, the following rules determine the law governing perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral: (1) Except as otherwise provided in this section, while a …

While farm products are located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of an agricultural lien on the farm products.

(a) Applicability of section. This section applies to goods covered by a certificate of title, even if there is no other relationship between the jurisdiction under whose certificate of title the goods are covered and the goods or the debtor. (b) When goods covered by certificate…

(a) Law of bank's jurisdiction governs. The local law of a bank's jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a deposit account maintained with that bank even if the transaction does not bear any relation …

(a) Governing law; general rules. Except as otherwise provided in subsection (c), the following rules apply: (1) While a security certificate is located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the pr…

(a) Governing law; issuer's or nominated person's jurisdiction. Subject to subsection (c), the local law of the issuer's jurisdiction or a nominated person's jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a l…

(a) Chattel paper evidenced by authoritative electronic copy. Except as provided in subsection (d), if chattel paper is evidenced only by an authoritative electronic copy of the chattel paper or is evidenced by an authoritative electronic copy and an authoritative tangible copy, …

(a) Governing law: general rules. Except as provided in subsection (b), the local law of the controllable electronic record's jurisdiction specified in § 8.12-107(c) and (d) governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in …

(a)"Place of business." In this section, "place of business" means a place where a debtor conducts its affairs. (b) Debtor's location; general rules. Except as otherwise provided in this section, the following rules determine a debtor's location: (1) A debtor who is an individual…

(a) Perfection of security interest. Except as otherwise provided in this section and § 8.9A-309, a security interest is perfected if it has attached and all of the applicable requirements for perfection in §§ 8.9A-310 through 8.9A-316 have been satisfied. A security interest is …

The following security interests are perfected when they attach: (1) a purchase-money security interest in consumer goods, except as otherwise provided in § 8.9A-311 (b) with respect to consumer goods that are subject to a statute or treaty described in § 8.9A-311 (a); (2) an ass…

(a) General rule; perfection by filing. Except as otherwise provided in subsection (b) and § 8.9A-312 (b), a financing statement must be filed to perfect all security interests and agricultural liens. (b) Exceptions; filing not necessary. The filing of a financing statement is no…

(a) Security interest subject to other law. Except as otherwise provided in subsection (d), the filing of a financing statement is not necessary or effective to perfect a security interest in property subject to: (1) a statute, regulation, or treaty of the United States whose req…

(a) Perfection by filing permitted. A security interest in chattel paper, controllable accounts, controllable electronic records, controllable payment intangibles, instruments, investment property, or negotiable documents may be perfected by filing. (b) Control or possession of c…

(a) Perfection by possession or delivery. Except as otherwise provided in subsection (b), a secured party may perfect a security interest in goods, instruments, negotiable tangible documents, or tangible money by taking possession of the collateral. A secured party may perfect a …

(a) Perfection by control. A security interest in controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, electronic documents, electronic money, investment property, or letter-of-credit rights may be perfected by control of the…

(a) Perfection by possession and control. 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 electr…

(a) Disposition of collateral; continuation of security interest or agricultural lien; proceeds. Except as otherwise provided in this title and in § 8.2-403 (2): (1) a security interest or agricultural lien continues in collateral notwithstanding sale, lease, license, exchange, o…

(a) General rule; effect on perfection of change in governing law. A security interest perfected pursuant to the law of the jurisdiction designated in § 8.9A-301 (1), 8.9A-305 (c), 8.9A-306.1 (d), or 8.9A-306.2 (b) remains perfected until the earliest of: (1) the time perfection …

(a) Conflicting security interests and rights of lien creditors. A security interest or agricultural lien is subordinate to the rights of: (1) a person entitled to priority under § 8.9A-322; and (2) except as otherwise provided in subsection (e), a person that becomes a lien cred…

(a) Seller retains no interest. A debtor that has sold an account, chattel paper, payment intangible, or promissory note does not retain a legal or equitable interest in the collateral sold. (b) Deemed rights of debtor if buyer's security interest unperfected. For purposes of det…

(a) Consignee has consignor's rights. Except as otherwise provided in subsection (b), for purposes of determining the rights of creditors of, and purchasers for value of goods from, a consignee, while the goods are in the possession of the consignee, the consignee is deemed to ha…

(a) Buyer in ordinary course of business. Except as otherwise provided in subsection (e), 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,…

(a) "Licensee in ordinary course of business." In this section, "licensee in ordinary course of business" means a person that becomes a licensee of a general intangible in good faith, without knowledge that the license violates the rights of another person in the general intangib…

(a) General priority rules. Except as otherwise provided in this section, priority among conflicting security interests and agricultural liens in the same collateral is determined according to the following rules: (1) Conflicting perfected security interests and agricultural lien…

(a) When priority based on time of advance. Except as otherwise provided in subsection (c), for purposes of determining the priority of a perfected security interest under § 8.9A-322 (a) (1), perfection of the security interest dates from the time an advance is made to the extent…