Okla. Stat. tit. 12A § 1-9-312

Current through Laws 2024, c. 453.

Section 1-9-312 - Perfection of security Interests in chattel paper, controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, documents, goods covered by documents, instruments, investment property, letter-of-credit rights, and money; perfection by permissive filing; temporary perfection without filing or transfer of possession

(a) A security interest in chattel paper, controllable accounts, controllable electronic records, controllable payment intangibles, instruments, investment property, or negotiable documents may be perfected by filing.

(b) Except as otherwise provided in subsections (c) and (d) of Section 1-9-315 of this title for proceeds:

(1) a security interest in a deposit account may be perfected only by control under Section 1-9-314 of this title;

(2) and except as otherwise provided in subsection (d) of Section 1-9-308 of this title, a security interest in a letter-of-credit right may be perfected only by control under Section 1-9-314 of this title; and

(3) a security interest in money may be perfected only by the secured party's taking possession under Section 1-9-313 of this title.

(c) While goods are in the possession of a bailee that has issued a negotiable document covering the goods:

(1) a security interest in the goods may be perfected by perfecting a security interest in the document; and

(2) a security interest perfected in the document has priority over any security interest that becomes perfected in the goods by another method during that time.

(d) While goods are in the possession of a bailee that has issued a nonnegotiable document covering the goods, a security interest in the goods may be perfected by:

(1) issuance of a document in the name of the secured party;

(2) the bailee's receipt of notification of the secured party's interest; or

(3) filing as to the goods.

(e) A security interest in certificated securities, negotiable documents, or instruments is perfected without filing or the taking of possession or control for a period of twenty (20) days from the time it attaches to the extent that it arises for new value given under a signed security agreement.

(f) A perfected security interest in a negotiable document or goods in possession of a bailee, other than one that has issued a negotiable document for the goods, remains perfected for twenty (20) days without filing if the secured party makes available to the debtor the goods or documents representing the goods for the purpose of:

(1) ultimate sale or exchange; or

(2) loading, unloading, storing, shipping, transshipping, manufacturing, processing, or otherwise dealing with them in a manner preliminary to their sale or exchange.

(g) A perfected security interest in a certificated security or instrument remains perfected for twenty (20) days without filing if the secured party delivers the security certificate or instrument to the debtor for the purpose of:

(1) ultimate sale or exchange; or

(2) presentation, collection, enforcement, renewal, or registration of transfer.

(h) After the twenty-day period specified in subsection (e), (f), or (g) of this section expires, perfection depends upon compliance with this article.

Okla. Stat. tit. 12A, § 1-9-312

Amended by Laws 2024 , c. 13, s. 59, eff. 11/1/2024.

Added by Laws 2000 , SB 1519, c. 371, § 32, eff. 7/1/2001; Amended by Laws 2005 , HB 2035, c. 140, § 65, eff. 1/1/2006.

Oklahoma Code Comment

With certain exceptions, sections 9-312 and 9-314 provide that a security interest in a deposit account or a letter-of-credit right may be perfected only by the secured party's acquiring "control" of the deposit account or letter-of-credit right. Under revised section 9-104 , a secured party has "control" of a deposit account when, with the consent of the debtor, the secured party obtains the depositary bank's agreement to act on the secured party's instructions (including when the secured party becomes the account holder) or when the secured party is itself the depositary bank. The control requirements are patterned on section 8-106 , which specifies the requirements for control of investment property. Under section 9-107 , "control" of a letter-of-credit right occurs when the issuer or nominated person consents to an assignment of proceeds under section 5-114 .

Responding to industry requests concerning emerging practices in electronic contracting and to the suggestions of a working group established within the ABA Business Law section, revised section 9-102(a)(31) provides a new defined term: "electronic chattel paper." This type of collateral is chattel paper that consists of information stored in an electronic medium and retrievable in perceivable form (i.e., it is not written on paper). Perfection of a security interest in electronic chattel paper may be by control or filing. See section 9-105 (sui generis definition of control of electronic chattel paper), Section 9-312 (perfection by filing), section 9-314 (perfection by control). Parties who purchase electronic chattel paper may also need to address the Uniform Electronic Transact Act (UETA), 12A Okla. Stat. §§ sections 15-101 B15- 120, and the federal Electronic Signatures in Global and National Commerce Act (ESIGN), Pub. L. No. 106-229 , 114 Stat. 464 (2000) 15 U.S.C. 7001 -- 7005, 7021 -- 7031 . UETA section 15-103(b)(2) and ESIGN section 103(a)(3) exclude much of the UCC (including Article 9) from their scope, but the UETA or ESIGN may apply to non-UCC issues in an Article 9 transaction. In addition, ESIGN section 102(a) defers extensively to state law if the state has enacted the UETA (as in Oklahoma). However, as state law the UETA does not apply to certain disclosure requirements imposed under federal law (e.g., in consumer transactions), and therefore ESIGN may play a role even in UETA states. See, e.g., Robert A. Cook, Timothy P. Meredith and Elizabeth C. Yen, The Electronic Signatures in Global and National Commerce Act B A Review of the Act's Consumer Disclosure Requirements, 54 Consumer Fin. L.Q. Rep. 315 (2000). Note that in Oklahoma certain Truth in Lending disclosure requirements may be covered by state rather than federal law. See 14A Okla. Stat. Article 2 Part 3 and Article 3 Part 3 (disclosure and advertising). Therefore in Oklahoma such disclosures should be subject to the UETA and not ESIGN. See generally Oklahoma Comment to 14A Okla. Stat. section 2-301 (noting Oklahoma Truth in Lending exemption).

The perfection requirements for "investment property" (defined in section 9- 102), including perfection by control under section 9-106 , remain substantially as under prior law. The multiple definitions of "control" are found in section 8-106 . However, a new provision in section 9-314 is designed to ensure that a secured party remains in control in "repledge" transactions that are typical in the securities markets.

section 9-312 expands the types of collateral in which a security interest may be perfected by filing to include instruments. Agricultural liens and security interests in commercial tort claims also are perfected by filing, under sections 9-308 and 9-310 .

Revised Article 9 does not provide for a security interest in a deposit account in a consumer transaction. Revised Article 9 does not, however, prevent the secured party from obtaining a security interest in a consumer deposit account under the law outside of new Article9, as under prior law. See, e.g., Alvin C. Harrell, Security Interests in Deposit Accounts--A Unique Relationship Between the UCC and Other Law, 23 U.C.C. L.J. 153 (1990).