Chapter 46, Chapter 46

(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 section 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 certificat…

(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 section 8-501 for value and without notice of the a…

(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 sections 8-504 through 8-508 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 for the perfor…

(a) In a case not covered by the priority rules in article nine 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, equitable lien or o…

(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…

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

This article may be cited as Uniform Commercial Code-Secured Transactions.

(a) Article 9 definitions. -- In this article: (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", means a right to payment of a monetary obli…

(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 price …

(a) A security interest in crops is a production-money security interest to the extent that the crops are production-money crops. (b) If the extent to which a security interest is a production-money security interest depends on the application of a payment to a particular obligat…

(a) Requirements for control. 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 an authenticated record that the bank will comply with instruct…

(a) General rule: control of electronic chattel paper. A secured party has control of electronic chattel paper if a system employed for evidencing the transfer of interests in the chattel paper reliably establishes the secured party as the person to which the chattel paper was as…

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

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 section 5-114(c) or otherw…

(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 identif…

(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; (…

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

(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 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) 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. A security interest does not attach under a term …

(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 g…

(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 par…

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

Except as otherwise provided in sections 9-303 through 9-306, 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 deb…

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) 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. (b) Bank's jurisdiction. The following rules determine a bank's jurisdiction for purpo…

(a) Governing law: general rules. Except as otherwise provided in subsection (c) of this section, 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 nonperfec…

(a) Governing law: issuer's or nominated person's jurisdiction. Subject to subsection (c) of this section, 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…

(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 ind…

(a) Perfection of security interest. Except as otherwise provided in this section and section 9-309, a security interest is perfected if it has attached and all of the applicable requirements for perfection in sections 9-310 through 9-316 have been satisfied. A security interest …

The following security interests are perfected when they attach: (1) A purchase-money security interest in consumer goods, except as otherwise provided in section 9-311(b) with respect to consumer goods that are subject to a statute or treaty described in section 9-311(a); (2) An…

(a) General rule: Perfection by filing. Except as otherwise provided in subsection (b) of this section and section 9-312(b), a financing statement must be filed to perfect all security interests and agricultural liens. (b) Exceptions: Filing not necessary. The filing of a financi…

(a) Security interest subject to other law. -- Except as otherwise provided in subsection (d) of this section, 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 Unite…