Section 26-1-8.1-102 - Definitions and index of definitions; principles of construction and interpretation; characterization of person, business, or transaction(a) In IC 26-1-8.1: (1) "Adverse claim" means a claim that a claimant has a property interest in a financial asset and that it is a violation of the rights of the claimant for another person to hold, transfer, or deal with the financial asset.(2) "Bearer form", as applied to a certificated security, means a form in which the security is payable to the bearer of the security certificate according to its terms but not by reason of an endorsement.(3) "Broker" means a person defined as a broker or dealer under the federal securities laws, but without excluding a bank acting in that capacity.(4) "Certificated security" means a security that is represented by a certificate.(5) "Clearing corporation" means: (i) a person that is registered as a "clearing agency" under the federal securities laws;(ii) a federal reserve bank; or(iii) any other person that provides clearance or settlement services with respect to financial assets that would require it to register as a clearing agency under the federal securities laws but for an exclusion or exemption from the registration requirement, if its activities as a clearing corporation, including promulgation of rules, are subject to regulation by a federal or state governmental authority.(6) "Communicate" means to: (i) send a signed record; or(ii) transmit information by any mechanism agreed upon by the persons transmitting and receiving the information.(7) "Entitlement holder" means a person identified in the records of a securities intermediary as the person having a security entitlement against the securities intermediary. If a person acquires a security entitlement by virtue of IC 26-1-8.1-501(b)(2) or IC 26-1-8.1-501(b)(3), that person is the entitlement holder.(8) "Entitlement order" means a notification communicated to a securities intermediary directing transfer or redemption of a financial asset to which the entitlement holder has a security entitlement.(9) "Financial asset", except as otherwise provided in IC 26-1-8.1-103, means: (ii) an obligation of a person or a share, participation, or other interest in a person or in property or an enterprise of a person, that is, or is of a type, dealt in or traded on financial markets, or that is recognized in any area in which it is issued or dealt in as a medium for investment; or(iii) any property that is held by a securities intermediary for another person in a securities account if the securities intermediary has expressly agreed with the other person that the property is to be treated as a financial asset under IC 26-1-8.1. As context requires, the term means either the interest itself or the means by which a person's claim to it is evidenced, including a certificated or an uncertificated security, a security certificate, or a security entitlement.
(10) "Good faith", for purposes of the obligation of good faith in the performance or enforcement of contracts or duties within IC 26-1-8.1, means honesty in fact and the observance of reasonable commercial standards of fair dealing.(11) "Endorsement" means a signature that alone or accompanied by other words is made on a security certificate in registered form or on a separate document for the purpose of assigning, transferring, or redeeming the security or granting a power to assign, transfer, or redeem it.(12) "Instruction" means a notification communicated to the issuer of an uncertificated security which directs that the transfer of the security be registered or that the security be redeemed.(13) "Registered form", as applied to a certificated security, means a form in which: (i) the security certificate specifies a person entitled to the security; and(ii) a transfer of the security may be registered upon books maintained for that purpose by or on behalf of the issuer, or the security certificate so states.(14) "Securities intermediary" means: (i) a clearing corporation; or(ii) a person, including a bank or broker, that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity.(15) "Security", except as otherwise provided in IC 26-1-8.1-103, means an obligation of an issuer or a share, participation, or other interest in an issuer or in property or an enterprise of an issuer: (i) which is represented by a security certificate in bearer or registered form, or the transfer of which may be registered upon books maintained for that purpose by or on behalf of the issuer;(ii) which is one (1) of a class or series or by its terms is divisible into a class or series of shares, participations, interests, or obligations; and(iii) which: (A) is, or is of a type, dealt in or traded on securities exchanges or securities markets; or(B) is a medium for investment and by its terms expressly provides that it is a security governed by IC 26-1-8.1.(16) "Security certificate" means a certificate representing a security.(17) "Security entitlement" means the rights and property interest of an entitlement holder with respect to a financial asset specified in IC 26-1-8.1-501 through IC 26-1-8.1-511.(18) "Uncertificated security" means a security that is not represented by a certificate.(b) The following definitions in IC 26-1-8.1 and in IC 26-1 apply to this article: "Appropriate person". IC 26-1-8.1-107.
"Control". IC 26-1-8.1-106.
"Controllable account". IC 26-1-9.1-102.
"Controllable electronic record". IC 26-1-12-102.
"Controllable payment intangible". IC 26-1-9.1-102.
"Delivery". IC 26-1-8.1-301.
"Investment company security". IC 26-1-8.1-103.
"Issuer". IC 26-1-8.1-201.
"Overissue". IC 26-1-8.1-210.
"Protected purchaser". IC 26-1-8.1-303.
"Securities account". IC 26-1-8.1-501.
(c) In addition, IC 26-1-1 contains general definitions and principles of construction and interpretation applicable throughout IC 26-1-8.1.(d) The characterization of a person, business, or transaction for purposes of IC 26-1-8.1 does not determine the characterization of the person, business, or transaction for purposes of any other law, regulation, or rule.Amended by P.L. 199-2023,SEC. 35, eff. 7/1/2023.As added by P.L. 247-1995, SEC.10.