Section 8-1102 - [Effective 7/1/2025] Definitions(1). As used in this Article, unless the context otherwise indicates, the following terms have the following meanings. (a). "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. [1997, c. 429, Pt. B, §2(NEW).](b). "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 indorsement. [1997, c. 429, Pt. B, §2(NEW).](c). "Broker" means a person defined as a broker or dealer under the federal securities laws, but without excluding a bank acting in that capacity. [1997, c. 429, Pt. B, §2(NEW).](d). "Certificated security" means a security that is represented by a certificate. [1997, c. 429, Pt. B, §2(NEW).](e). "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 adoption of rules, are subject to regulation by a federal or state governmental authority. [1997, c. 429, Pt. B, §2(NEW).](f). "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. [1997, c. 429, Pt. B, §2(NEW).](g). "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 section 8-1501, subsection (2), paragraph (b) or (c), that person is the entitlement holder. [1997, c. 429, Pt. B, §2(NEW).](h)..] "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. [1997, c. 429, Pt. B, §2(NEW).](i). "Financial asset," except as otherwise provided in section 8-1103, 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 this Article. 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 uncertificated security, a security certificate or a security entitlement. [1997, c. 683, Pt. A, §5(AMD).]
(j). [2009, c. 325, Pt. B, §24(RP); 2009, c. 325, Pt. B, §27(AFF).](k). "Indorsement" 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. [1997, c. 429, Pt. B, §2(NEW).](l). "Instruction" means a notification communicated to the issuer of an uncertificated security that directs that the transfer of the security be registered or that the security be redeemed. [1997, c. 429, Pt. B, §2(NEW).](m). "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. [1997, c. 429, Pt. B, §2(NEW).](n). "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. [1997, c. 429, Pt. B, §2(NEW).](o). "Security," except as otherwise provided in section 8-1103, 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) That 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) That is one of a class or series or by its terms is divisible into a class or series of shares, participations, interests or obligations; and(iii) That: (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 this Article. [1997, c. 429, Pt. B, §2(NEW).](p). "Security certificate" means a certificate representing a security. [1997, c. 429, Pt. B, §2(NEW).](q). "Security entitlement" means the rights and property interest of an entitlement holder with respect to a financial asset specified in Part 5. [1997, c. 429, Pt. B, §2(NEW).](r). "Uncertificated security" means a security that is not represented by a certificate. [1997, c. 429, Pt. B, §2(NEW).] [2009, c. 325, Pt. B, §24(AMD); 2009, c. 325, Pt. B, §27(AFF).]
(2). The following definitions in this Article and other Articles apply to this Article: Appropriate person | Section 8-1107 |
Control | Section 8-1106 |
Controllable account | Section 9-1102 |
Controllable electronic record | Section 12-102 |
Controllable payment intangible | Section 9-1102 |
Delivery | Section 8-1301 |
Investment company security | Section 8-1103 |
Issuer | Section 8-1201 |
Overissue | Section 8-1210 |
Protected purchaser | Section 8-1303 |
Securities account | Section 8-1501 |
(3). In addition, Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article. [1997, c. 429, Pt. B, §2(NEW).]
(4). The characterization of a person, business or transaction for purposes of this Article does not determine the characterization of the person, business or transaction for purposes of any other law, regulation or rule. [1997, c. 429, Pt. B, §2(NEW).]
Amended by 2024, c. 669,§ A-58, eff. 7/1/2025.Amended by 2024, c. 669,§ A-57, eff. 7/1/2025.1997, c. 429, §B2 (NEW) . 1997, c. 683, §A5 (AMD) . 2009, c. 325, Pt. B, §24 (AMD) . 2009, c. 325, Pt. B, §27 (AFF) .This section is set out more than once due to postponed, multiple, or conflicting amendments.