Section 382-A:8-102 - Definitions(a) In this Article: (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 indorsement.(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 Section 8-501(b)(2) or (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 Section 8-103, 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, which is, or is of a type, dealt in or traded on financial markets, or which 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.
(11) "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.(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 Section 8-103, 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 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 this Article.(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 Part 5.(18) "Uncertificated security'' means a security that is not represented by a certificate.(b) The following definitions in this Article and other Articles apply to this Article: Appropriate person | Section 8-107 |
Controlable account | Section 9-102 |
Controlable electronic record | Section 12-102 |
Controlable payment intangible | Section 9-102 |
Control Delivery | Section 8-106 |
Delivery | Section 8-301 |
Investment company security | Section 8-103 |
Issuer | Section 8-201 |
Overissue | Section 8-210 |
Protected purchaser | Section 8-303 |
Securities account | Section 8-501 |
(c) In addition, Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article.(d) 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.Amended by 2023, 236:21, eff. 10/7/2023.Amended by 2022 , 281: 36, eff. 1/1/2023. 1998, 326:1, eff. Jan. 1, 1999. 2006, 169:16, VI, eff. Jan. 1, 2007.