Chapter 409, UNIFORM COMMERCIAL CODE — SECURED TRANSACTIONS

409.101 Short title. This chapter may be cited as uniform commercial code — secured transactions. History: 2001 a. 10. Revised UCC Article 9: Compliance Tips for Creditors and Debtors. Farnam & Pleviak. Wis. Law. July/Aug. 2013.

409.102 Definitions and index of definitions. (1) CHAPTER 409 DEFINITIONS. In this chapter: (a) “Accession” means goods that are physically united with other goods in such a manner that the identity of the original goods is not lost. (ag) “Account,” except as used in “account for…

409.103 Purchase-money security interest; application of payments; burden of establishing. (1) DEFINITIONS. In this section: (a) “Purchase-money collateral” means goods or software that secures a purchase-money obligation incurred with respect to that collateral. (b) “Purchase-mo…

409.1035 Production-money crops; production-money obligation; productionmoney security interest; burden of establishing. 409.104 Control of deposit account. 409.105 Control of electronic chattel paper. 409.106 Control of investment property. 409.107 Control of letter-of-credit ri…

409.104 Control of deposit account. (1) REQUIREMENTS FOR CONTROL. 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 an authenticated record th…

409.105 Control of electronic chattel paper. (1m) 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 a…

409.106 Control of investment property. (1) CONTROL UNDER S. 408.106. A person has control of a certificated security, uncertificated security, or security entitlement as provided in s. 408.106. (2) CONTROL OF COMMODITY CONTRACT. A secured party has control of a commodity contrac…

409.107 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 letter…

409.108 Sufficiency of description. (1) SUFFICIENCY OF DESCRIPTION. Except as otherwise provided in subs. (3) to (5), a description of personal or real property is sufficient, whether or not it is specific, if it reasonably identifies what is described. (2) EXAMPLES OF REASONABLE…

409.109 Scope. (1) GENERAL SCOPE OF CHAPTER. Except as otherwise provided in subs. (3) and (4), and s. 16.63 (4) on transactions involving tobacco settlement revenues, this chapter applies to: (a) A transaction, regardless of its form, that creates a security interest in personal…

409.110 Security interests arising under ch. 402 or 411. A security interest arising under s. 402.401, 402.505, 402.711 (3), or 411.508 (5) is subject to this chapter. However, until the debtor obtains possession of the goods: (1) The security interest is enforceable, even if s. …

409.201 General effectiveness of security agreement. (1) GENERAL EFFECTIVENESS. Except as otherwise provided in chs. 401 to 411, a security agreement is effective according to its terms between the parties, against purchasers of the collateral, and against creditors. (2) APPLICAB…

409.202 Title to collateral immaterial. 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 …

409.203 Attachment and enforceability of security interest; proceeds; supporting obligations; formal requisites. (1) ATTACHMENT. A security interest attaches to collat- UCC — SECURED TRANSACTIONS eral when it becomes enforceable against the debtor with respect to the collateral, …

409.204 After-acquired property; future advances. (1) AFTER-ACQUIRED COLLATERAL. Except as otherwise provided in sub. (2), a security agreement may create or provide for a security interest in after-acquired collateral. (2) WHEN AFTER-ACQUIRED PROPERTY CLAUSE NOT EFFECTIVE. A sec…

409.205 Use or disposition of collateral permissible. (1) WHEN SECURITY INTEREST NOT INVALID OR FRAUDULENT. A security interest is not invalid or fraudulent against creditors solely because: (a) The debtor has the right or ability to: 1. Use, commingle, or dispose of all or part …

409.206 Security interest arising in purchase or delivery of financial asset. (1) 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: (a) The person buys a fi…

409.207 Rights and duties of secured party having possession or control of collateral. (1) DUTY OF CARE WHEN SECURED PARTY IN POSSESSION. Except as otherwise provided in sub. (4), a secured party shall use reasonable care in the custody and preservation of collateral in the secur…

409.208 Additional duties of secured party having control of collateral. (1) 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 v…

409.209 Duties of secured party if account debtor has been notified of assignment. (1) APPLICABILITY OF SECTION. Except as otherwise provided in sub. (3), this section applies if: (a) There is no outstanding secured obligation; and (b) The secured party is not committed to make a…

409.210 Request for accounting; request regarding list of collateral or statement of account. (1) DEFINITIONS. In this section: (a) “Request” means a record of a type described in par. (b), (c), or (d). (b) “Request for an accounting” means a record authenticated by a debtor requ…

409.301 Law governing perfection and priority of security interests. Except as otherwise provided in ss. 409.303 to 409.306, the following rules determine the law governing perfection, the effect of perfection or nonperfection, and the priority of a security interest in collatera…

409.302 Law governing perfection and priority of agricultural liens. 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.…

409.303 Law governing perfection and priority of security interests in goods covered by a certificate of title. (1) 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 who…

409.304 Law governing perfection and priority of security interests in deposit accounts. (1) 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 depo…

409.305 Law governing perfection and priority of security interests in investment property. (1) GOVERNING LAW: GENERAL RULES. Except as otherwise provided in sub. (3), the following rules apply: (a) While a security certificate is located in a jurisdiction, the local law of that …

409.306 Law governing perfection and priority of security interests in letter-of-credit rights. (1) GOVERNING LAW: ISSUER’S OR NOMINATED PERSON’S JURISDICTION. Subject to sub. (3), the local law of the issuer’s jurisdiction or a nominated person’s jurisdiction governs perfection,…

409.307 Location of debtor. (1) PLACE OF BUSINESS. In this section, “place of business” means a place where a debtor conducts its affairs. (2) DEBTOR’S LOCATION: GENERAL RULES. Except as otherwise provided in this section, the following rules determine a debtor’s location: (a) A …

409.308 When security interest or agricultural lien is perfected; continuity of perfection. (1) PERFECTION OF SECURITY INTEREST. Except as otherwise provided in this section and s. 409.309, a security interest is perfected if it has attached and all of the applicable requirements…

409.309 Security interest perfected upon attachment. The following security interests are perfected when they attach: (1) A purchase-money security interest in consumer goods, except as otherwise provided in s. 409.311 (2) with respect to consumer goods that are subject to a stat…

409.310 When filing required to perfect security interest or agricultural lien; security interests and agricultural liens to which filing provisions do not apply. (1) GENERAL RULE: PERFECTION BY FILING. Except as otherwise provided in sub. (2) and s. 409.312 (2), a financing stat…

409.311 Perfection of security interests in property subject to certain statutes, regulations, and treaties. (1) SECURITY INTEREST SUBJECT TO OTHER LAW. Except as otherwise provided in sub. (4), the filing of a financing statement is not necessary or effective to perfect a securi…

409.312 Perfection of security interests in chattel paper, deposit accounts, documents, goods covered by documents, instruments, investment property, letterof-credit rights, and money; perfection by permissive filing; temporary perfection without filing or transfer of possession.…

409.313 When possession by or delivery to secured party perfects security interest without filing. (1) PERFECTION BY POSSESSION OR DELIVERY. Except as otherwise provided in sub. (2), a secured party may perfect a security interest in tangible negotiable documents, goods, instrume…

409.314 Perfection by control. (1) PERFECTION BY CONTROL. A security interest in investment property, deposit accounts, letter-of-credit rights, electronic chattel paper, or electronic documents may be perfected by control of the collateral under s. 407.106, 409.104, 409.105, 409…

409.315 Secured party’s rights on disposition of collateral and in proceeds. (1) DISPOSITION OF COLLATERAL: CONTINUATION OF SECURITY INTEREST OR AGRICULTURAL LIEN; PROCEEDS. Except as otherwise provided in this chapter and in s. 402.403 (2): (a) A security interest or agricultura…

409.316 Effect of change in governing law. (1) GENERAL RULE: EFFECT ON PERFECTION OF CHANGE IN GOVERNING LAW. A security interest perfected pursuant to the law of the jurisdiction designated in s. 409.301 (1) or 409.305 (3) remains perfected until the earliest of: (a) The time pe…

409.317 Interests that take priority over or take free of security interest or agricultural lien. (1) CONFLICTING SECURITY INTERESTS AND RIGHTS OF LIEN CREDITORS. A security interest or agricultural lien is subordinate to the rights of: (a) A person entitled to priority under s. …

409.318 No interest retained in right to payment that is sold; rights and title of seller of account or chattel paper with respect to creditors and purchasers. (1) SELLER RETAINS NO INTEREST. A debtor that has sold an account, chattel paper, payment intangible, or promissory note…

409.319 Rights and title of consignee with respect to creditors and purchasers. (1) CONSIGNEE HAS CONSIGNOR’S RIGHTS. Except as otherwise provided in sub. (2), for purposes of determining the rights of creditors of, and purchasers for value of goods from, a consignee, while the g…

409.320 Buyer of goods. (1) BUYER IN ORDINARY COURSE OF BUSINESS. Except as otherwise provided in sub. (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 t…

409.321 Licensee of general intangible and lessee of goods in ordinary course of business. (1) 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…

409.322 Priorities among conflicting security interests in and agricultural liens on same collateral. (1) GENERAL PRIORITY RULES. Except as otherwise provided in this section, priority among conflicting security interests and agricultural liens in the same collateral is determine…

409.323 Future advances. (1) WHEN PRIORITY BASED ON TIME OF ADVANCE. Except as otherwise provided in sub. (3), for purposes of determining the priority of a perfected security interest under s. 409.322 (1) (a), perfection of the security interest dates from the time an advance is…

409.324 Priority of purchase-money security interests. (1) GENERAL RULE: PURCHASE-MONEY PRIORITY. Except as otherwise provided in sub. (7), a perfected purchasemoney security interest in goods other than inventory or livestock has priority over a conflicting security interest in …

409.3245 Priority of production-money security interests and agricultural liens. 409.325 Priority of security interests in transferred collateral. 409.326 Priority of security interests created by new debtor. 409.327 409.328 409.329 409.330 409.331 409.332 409.333 409.334 409.335…

409.325 Priority of security interests in transferred collateral. (1) SUBORDINATION OF SECURITY INTEREST IN TRANSFERRED COLLATERAL. Except as otherwise provided in sub. (2), a security interest created by a debtor is subordinate to a security interest in the same collateral creat…

409.326 Priority of security interests created by new debtor. (1) SUBORDINATION OF SECURITY INTEREST CREATED BY NEW DEBTOR. Subject to sub. (2), a security interest that is created by a new debtor in collateral in which the new debtor has or acquires rights and is perfected solel…

409.327 Priority of security interests in deposit account. The following rules govern priority among conflicting security interests in the same deposit account: (1) CONTROL BY SECURED PARTY. A security interest held by a secured party having control of the deposit account under s…

409.328 Priority of security interests in investment property. The following rules govern priority among conflicting security interests in the same investment property: (1) CONTROL BY SECURED PARTY. A security interest held by a secured party having control of investment property…