§12A-1-9-102. Definitions and index of definitions.
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/ok/title-12a-uniform-commercial-code/12a-1-9-102·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
DEFINITIONS AND INDEX OF DEFINITIONS
(a)In this article:
(1)"Accession" means goods that are physically united with other goods in such a manner that the identity of the original goods is not lost.
(A)"Account", except as used in "account for", "account
statement", "account to", "commodity account" in
paragraph
(14)of this subsection, "customer account",
"deposit account" in paragraph
(29)of this
subsection, "on account of", and "statement of
account", means a right to payment of a monetary
obligation, whether or not earned by performance:
(i)for property that has been or is to be sold,
leased, licensed, assigned, or otherwise disposed
of;
(ii)for services rendered or to be rendered;
(iii)for a policy of insurance issued or to be issued;
(iv)for a secondary obligation incurred or to be
incurred;
(v)for energy provided or to be provided;
(vi)for the use or hire of a vessel under a charter
or other contract;
(vii)arising out of the use of a credit or charge card
or information contained on or for use with the
card; or
as winnings in a lottery or other game of chance
operated or sponsored by a state, governmental
unit of a state, or a person licensed or
authorized to operate the game by a state or
governmental unit of a state.
(B)The term includes controllable accounts and health-
care-insurance receivables.
(C)The term does not include:
(i)chattel paper;
(ii)commercial tort claims;
(iii)deposit accounts;
(iv)investment property;
(v)letter-of-credit rights or letters of credit;
(vi)rights to payment for money or funds advanced or
sold, other than rights arising out of the use of
a credit or charge card or information contained
on or for use with the card; or
(vii)rights to payment evidenced by an instrument.
(3)"Account debtor" means a person obligated on an account, chattel paper, or general intangible. The term does not include persons obligated to pay a negotiable instrument, even if the negotiable instrument evidences chattel paper.
(4)"Accounting", except as used in "accounting for", means a record:
(A)signed by a secured party;
(B)indicating the aggregate unpaid secured obligations as
of a date not more than thirty-five
(35)days earlier
or thirty-five
(35)days later than the date of the
record; and
(C)identifying the components of the obligations in
reasonable detail.
(5)"Agricultural lien" means an interest in farm products:
(A)which secures payment or performance of an obligation
for:
(i)goods or services furnished in connection with a
debtor's farming operation; or
(ii)rent on real property leased by a debtor in
connection with its farming operation;
(B)which is created by statute in favor of a person that:
(i)in the ordinary course of its business furnished
goods or services to a debtor in connection with
a debtor's farming operation; or
(ii)leased real property to a debtor in connection
with the debtor's farming operation; and
(C)whose effectiveness does not depend on the person's
possession of the personal property.
(6)"As-extracted collateral" means:
oil, gas, or other minerals that are subject to a
security interest that:
(i)is created by a debtor having an interest in the
minerals before extraction; and
(ii)attaches to the minerals as extracted; or
(B)accounts arising out of the sale at the wellhead or
minehead of oil, gas, or other minerals in which the
debtor had an interest before extraction.
(7)Reserved.
(7A)"Assignee", except as used in "assignee for benefit of creditors", means a person:
(A)in whose favor a security interest that secures an
obligation is created or provided for under a security
agreement, whether or not the obligation is
outstanding; or
(B)to which an account, chattel paper, payment
intangible, or promissory note has been sold. The
term includes a person to which a security interest
has been transferred by a secured party.
(7B)"Assignor" means a person that:
(A)under a security agreement, creates or provides for a
security interest that secures an obligation; or
(B)sells an account, chattel paper, payment intangible,
or promissory note. The term includes a secured party
that has transferred a security interest to another
person.
(8)"Bank" means an organization that is engaged in the business of banking. The term includes savings banks, savings and loan associations, credit unions, and trust companies.
(9)"Cash proceeds" means proceeds that are money, checks, deposit accounts, or the like.
(10)"Certificate of title" means a certificate of title with respect to which a statute provides for the security interest in question to be indicated on the certificate as a condition or result of the security interest's obtaining priority over the rights of a lien creditor with respect to the collateral. The term includes another record maintained as an alternative to a certificate of title by the governmental unit that issues certificates of title if a statute permits the security interest in question to be indicated on the record as a condition or result of the security interest's obtaining priority over the rights of a lien creditor with respect to the collateral.
(11)"Chattel paper" means:
(A)a right to payment of a monetary obligation secured by
specific goods, if the right to payment and security
agreement are evidenced by a record; or
a right to payment of a monetary obligation owed by a
lessee under a lease agreement with respect to
specific goods and a monetary obligation owed by the
lessee in connection with the transaction giving rise
to the lease, if:
(i)the right to payment and lease agreement are
evidenced by a record; and
(ii)the predominant purpose of the transaction giving
rise to the lease was to give the lessee the
right to possession and use of the goods. The term does not include a right to payment arising out of a charter or other contract involving the use or hire of a vessel or a right to payment arising out of the use of a credit or charge card or information contained on or for use with the card.
(12)"Collateral" means the property subject to a security interest or agricultural lien. The term includes:
(A)proceeds to which a security interest attaches;
(B)accounts, chattel paper, payment intangibles, and
promissory notes that have been sold; and
(C)goods that are the subject of a consignment.
(13)"Commercial tort claim" means a claim arising in tort with respect to which:
(A)the claimant is an organization; or
(B)the claimant is an individual and the claim:
(i)arose in the course of the claimant's business or
profession; and
(ii)does not include damages arising out of personal
injury to or the death of an individual.
(14)"Commodity account" means an account maintained by a commodity intermediary in which a commodity contract is carried for a commodity customer.
(15)"Commodity contract" means a commodity futures contract, an option on a commodity futures contract, a commodity option, or another contract if the contract or option is:
(A)traded on or subject to the rules of a board of trade
that has been designated as a contract market for such
a contract pursuant to federal commodities laws; or
(B)traded on a foreign commodity board of trade,
exchange, or market, and is carried on the books of a
commodity intermediary for a commodity customer.
(16)"Commodity customer" means a person for which a commodity intermediary carries a commodity contract on its books.
(17)"Commodity intermediary" means a person that:
(A)is registered as a futures commission merchant under
federal commodities law; or
(B)in the ordinary course of its business provides
clearance or settlement services for a board of trade
that has been designated as a contract market pursuant
to federal commodities law.
(18)"Communicate" means:
(A)to send a written or other tangible record;
(B)to transmit a record by any means agreed upon by the
persons sending and receiving the record; or
(C)in the case of transmission of a record to or by a
filing office, to transmit a record by any means
prescribed by filing-office rule.
(19)"Consignee" means a merchant to which goods are delivered in a consignment.
(20)"Consignment" means a transaction, regardless of its form, in which a person delivers goods to a merchant for the purpose of sale and:
(A)the merchant:
(i)deals in goods of that kind under a name other
than the name of the person making delivery;
(ii)is not an auctioneer; and
(iii)is not generally known by its creditors to be
substantially engaged in selling the goods of
others;
(B)with respect to each delivery, the aggregate value of
the goods is One Thousand Dollars ($1,000.00) or more
at the time of delivery;
(C)the goods are not consumer goods immediately before
delivery; and
(D)the transaction does not create a security interest
that secures an obligation.
(21)"Consignor" means a person that delivers goods to a consignee in a consignment.
(22)"Consumer debtor" means a debtor in a consumer transaction.
(23)"Consumer goods" means goods that are used or bought for use primarily for personal, family, or household purposes.
(24)"Consumer-goods transaction" means a consumer transaction in which:
(A)an individual incurs an obligation primarily for
personal, family, or household purposes; and
(B)a security interest in consumer goods secures the
obligation.
(25)"Consumer obligor" means an obligor who is an individual and who incurred the obligation as part of a transaction entered into primarily for personal, family, or household purposes.
(26)"Consumer transaction" means a transaction in which
(i)an individual incurs an obligation primarily for personal, family, or household purposes,
(ii)a security interest secures the obligation, and
(iii)the collateral is held or acquired primarily for personal,
family, or household purposes. The term includes consumer-goods transactions.
(27)"Continuation statement" means an amendment of a financing statement which:
(A)identifies, by its file number, the initial financing
statement to which it relates; and
(B)indicates that it is a continuation statement for, or
that it is filed to continue the effectiveness of, the
identified financing statement.
(27A)"Controllable account" means an account evidenced by a controllable electronic record that provides that the account debtor undertakes to pay the person that has control under Section 12-105 of this title of the controllable electronic record.
(27B)"Controllable payment intangible" means a payment intangible evidenced by a controllable electronic record that provides that the account debtor undertakes to pay the person that has control under Section 12-105 of this title of the controllable electronic record.
(28)"Debtor" means:
(A)a person having an interest, other than a security
interest or other lien, in the collateral, whether or
not the person is an obligor;
(B)a seller of accounts, chattel paper, payment
intangibles, or promissory notes; or
(C)a consignee.
(29)"Deposit account" means a demand, time, savings, passbook, or similar account maintained with a bank as defined in paragraph
(8)of this subsection. The term does not include investment property or a deposit account evidenced by an instrument.
(30)"Document" means a document of title or a receipt of the type described in subsection
(b)of Section 7-201 of this title.
(31)Reserved.
(32)"Encumbrance" means a right, other than an ownership interest, in real property. The term includes mortgages and other liens on real property.
(33)"Equipment" means goods other than inventory, farm products, or consumer goods.
(34)"Farm products" means goods, other than standing timber, with respect to which the debtor is engaged in a farming operation and which are:
(A)crops grown, growing, or to be grown, including:
(i)crops produced on trees, vines, and bushes; and
(ii)aquatic goods produced in aquacultural
operations;
(B)livestock, born or unborn, including aquatic goods
produced in aquacultural operations;
(C)supplies used or produced in a farming operation; or
products of crops or livestock in their unmanufactured
states.
(35)"Farming operation" means raising, cultivating, propagating, fattening, grazing, or any other farming, livestock, or aquacultural operation.
(36)"File number" means the number assigned to an initial financing statement pursuant to subsection
(a)of Section 1-9-519 of this title.
(37)"Filing office" means an office designated in Section 1-9- 501 as the place to file a financing statement.
(38)"Filing-office rule" means a rule adopted pursuant to Sections 1-9-526 and 1-9-526.1 of this title.
(39)"Financing statement" means a record or records composed of an initial financing statement and any filed record relating to the initial financing statement.
(40)"Fixture filing" means the filing of a financing statement covering goods that are or are to become fixtures and satisfying subsections
(a)and
(b)of Section 1-9-502 of this title. The term includes the filing of a financing statement covering goods of a transmitting utility which are or are to become fixtures.
(41)"Fixtures" means goods that have become so related to particular real property that an interest in them arises under real property law.
(42)"General intangible" means any personal property, including things in action, other than accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, or other minerals before extraction. The term includes controllable electronic records, payment intangibles and software.
(43)"Good faith" means honesty in fact and the observance of reasonable commercial standards of fair dealing.
(A)"Goods" means all things that are movable when a
security interest attaches.
(B)The term includes:
(i)fixtures;
(ii)standing timber that is to be cut and removed
under a conveyance or contract for sale;
(iii)the unborn young of animals;
(iv)crops grown, growing, or to be grown, even if the
crops are produced on trees, vines, or bushes;
and
(v)manufactured homes.
(C)The term also includes a computer program embedded in
goods and any supporting information provided in
connection with a transaction relating to the program
if:
the program is associated with the goods in such
a manner that it customarily is considered part
of the goods; or
(ii)by becoming the owner of the goods, a person
acquires a right to use the program in connection
with the goods.
(D)The term does not include a computer program which is
embedded in goods and that consist solely of the
medium in which the program is embedded.
(E)The term also does not include accounts, chattel
paper, commercial tort claims, deposit accounts,
documents, general intangibles, instruments,
investment property, letter-of-credit rights, letters
of credit, money, or oil, gas, or other minerals
before extraction.
(45)"Governmental unit" means a subdivision, agency, department, county, parish, municipality, or other unit of the government of the United States, a state, or a foreign country. The term includes an organization having a separate corporate existence if the organization is eligible to issue debt on which interest is exempt from income taxation under the laws of the United States.
(46)"Health-care-insurance receivable" means an interest in or claim under a policy of insurance which is a right to payment of a monetary obligation for health-care goods or services provided or to be provided.
(A)"Instrument" means a negotiable instrument or any
other writing that evidences a right to the payment of
a monetary obligation, is not itself a security
agreement or lease, and is of a type that in ordinary
course of business is transferred by delivery with any
necessary endorsement or assignment.
(B)"Instrument" includes:
(i)an instrument as defined in subparagraph
(A)of
this paragraph, whether the instrument is subject
to Section 3-104 of this title because it is not
payable to order; and
(ii)a writing that contains both an acknowledgment by
a bank as defined in paragraph
(8)of this
subsection that a sum of money has been received
by the bank and its promise to repay the sum of
money, which is considered a certificate of
deposit by the bank issuing it, even if the
writing provides that it is nontransferable or
uses similar language.
(C)The term does not include:
(i)investment property;
(ii)letters of credit;
writings that evidence a right to payment arising
out of the use of a credit or charge card or
information contained on or for use with the
card; or
(iv)writings that evidence chattel paper.
(48)"Inventory" means goods, other than farm products, which:
(A)are leased by a person as lessor;
(B)are held by a person for sale or lease or to be
furnished under a contract of service;
(C)are furnished by a person under a contract of service;
or
(D)consist of raw materials, work in process, or
materials used or consumed in a business.
(49)"Investment property" means a security, whether certificated or uncertificated, security entitlement, securities account, commodity contract, or commodity account.
(50)"Jurisdiction of organization", with respect to a registered organization, means the jurisdiction under whose law the organization is formed or organized.
(51)"Letter-of-credit right" means a right to payment or performance under a letter of credit, whether or not the beneficiary has demanded or is at the time entitled to demand payment or performance. The term does not include the right of a beneficiary to demand payment or performance under a letter of credit.
(52)"Lien creditor" means:
(A)a creditor that has acquired a lien on the property
involved by attachment, levy, or the like;
(B)an assignee for benefit of creditors from the time of
assignment;
(C)a trustee in bankruptcy from the date of the filing of
the petition; or
(D)a receiver in equity from the time of appointment.
(A)"Manufactured home" means a structure, transportable
in one or more sections, which:
(i)in the traveling mode, is eight
(8)body feet or
more in width or forty
(40)body feet or more in
length, or, when erected on site, is three
hundred twenty
(320)or more square feet;
(ii)is built on a permanent chassis;
(iii)is designed to be used as a dwelling with or
without a permanent foundation when connected to
the required utilities; and
(iv)includes the plumbing, heating, air-conditioning,
and electrical systems contained therein.
(B)The term includes any structure that meets all of the
requirements of this paragraph except the size
requirements and with respect to which the
manufacturer voluntarily files a certification
required by the United States Secretary of Housing and
Urban Development and complies with the standards
established under Title 42 of the United States Code.
(54)"Manufactured-home transaction" means a secured transaction:
(A)that creates a purchase-money security interest in a
manufactured home, other than a manufactured home held
as inventory; or
(B)in which a manufactured home, other than a
manufactured home held as inventory, is the primary
collateral.
(54A)"Money" has the same meaning as in paragraph
(24)of subsection
(b)of Section 1-201 of this title, but does not include a deposit account.
(55)"Mortgage" means a consensual interest in real property, including fixtures, which secures payment or performance of an obligation.
(56)"New debtor" means a person that becomes bound as a debtor under subsection
(d)of Section 1-9-203 of this title by a security agreement previously entered into by another person.
(A)"New value" means:
(i)money;
(ii)money's worth in property, services, or new
credit; or
(iii)release by a transferee of an interest in
property previously transferred to the
transferee.
(B)The term does not include an obligation substituted
for another obligation.
(58)"Noncash proceeds" means proceeds other than cash proceeds.
(A)"Obligor" means a person that, with respect to an
obligation secured by a security interest in or an
agricultural lien on the collateral:
(i)owes payment or other performance of the
obligation;
(ii)has provided property other than the collateral
to secure payment or other performance of the
obligation; or
(iii)is otherwise accountable in whole or in part for
payment or other performance of the obligation.
(B)The term does not include issuers or nominated persons
under a letter of credit.
(60)"Original debtor" means a person that, as debtor, entered into a security agreement to which a new debtor has become bound under subsection
(d)of Section 1-9-203 of this title.
(61)"Payment intangible" means a general intangible under which the account debtor's principal obligation is a monetary obligation. The term includes a controllable payment intangible.
(62)"Person related to", with respect to an individual, means:
(A)the spouse of the individual;
(B)a brother, brother-in-law, sister, or sister-in-law of
the individual;
(C)an ancestor or lineal descendant of the individual or
the individual's spouse; or
(D)any other relative, by blood or marriage, of the
individual or the individual's spouse who shares the
same home with the individual.
(63)"Person related to", with respect to an organization, means:
(A)a person directly or indirectly controlling,
controlled by, or under common control with the
organization;
(B)an officer or director of, or a person performing
similar functions with respect to, the organization;
(C)an officer or director of, or a person performing
similar functions with respect to, a person described
in subparagraph
(A)of this paragraph;
(D)the spouse of an individual described in subparagraph
(A), (B), or
(C)of this paragraph; or
(E)an individual who is related by blood or marriage to
an individual described in subparagraph (A), (B), (C),
or
(D)of this paragraph and who shares the same home
with the individual.
(64)"Proceeds" means the following property:
(A)whatever is acquired upon the sale, lease, license,
exchange, or other disposition of collateral;
(B)whatever is collected on, or distributed on account
of, collateral;
(C)rights arising out of collateral;
(D)to the extent of the value of collateral, claims
arising out of the loss, nonconformity, or
interference with the use of, defects or infringement
of rights in, or damage to, the collateral; or
(E)to the extent of the value of collateral and to the
extent payable to the debtor or the secured party,
insurance payable by reason of the loss or
nonconformity of, defects or infringement of rights
in, or damage to, the collateral.
(65)"Promissory note" means an instrument that evidences a promise to pay a monetary obligation, does not evidence an order to pay, and does not contain an acknowledgment by a bank that the bank has received for deposit a sum of money or funds.
(66)"Proposal" means a record signed by a secured party which includes the terms on which the secured party is willing to accept collateral in full or partial satisfaction of the obligation it secures pursuant to Sections 1-9-620, 1-9-621, and 1-9-622 of this title.
(67)"Public-finance transaction" means a secured transaction in connection with which:
(A)debt securities are issued;
(B)all or a portion of the securities issued have an
initial stated maturity of at least twenty
(20)years;
and
(C)the debtor, obligor, secured party, account debtor or
other person obligated on collateral, assignor or
assignee of a secured obligation, or assignor or
assignee of a security interest is a state or a
governmental unit of a state.
(68)"Public organic record" means a record that is available to the public for inspection and that is:
(A)a record consisting of the record initially filed with
or issued by a state or the United States to form or
organize an organization and any record filed with or
issued by the state or the United States which amends
or restates the initial record;
(B)an organic record of a business trust consisting of
the record initially filed with a state and any record
filed with the state which amends or restates the
initial record, if a statute of the state governing
business trusts requires that the record be filed with
the state; or
(C)a record consisting of legislation enacted by the
Legislature of a state or the Congress of the United
States which forms or organizes an organization, any
record amending the legislation, and any record filed
with or issued by the state or United States which
amends or restates the name of the organization.
(69)"Pursuant to commitment", with respect to an advance made or other value given by a secured party, means pursuant to the secured party's obligation, whether or not a subsequent event of default or other event not within the secured party's control has relieved or may relieve the secured party from its obligation.
(70)"Record", except as used in "for record", "of record", "record or legal title", and "record owner", means information that is inscribed on a tangible medium or which is stored in an electronic or other medium and is retrievable in perceivable form.
(71)"Registered organization" means an organization formed or organized solely under the law of a single state or the United States by the filing of a public organic record with, the issuance
of a public organic record by, or the enactment of legislation by the state or United States. The term includes a business trust that is formed or organized under the law of a single state if a statute of the state governing business trusts requires that the business trusts' organic record be filed with the state.
(72)"Secondary obligor" means an obligor to the extent that:
(A)the obligor's obligation is secondary; or
(B)the obligor has a right of recourse with respect to an
obligation secured by collateral against the debtor,
another obligor, or property of either.
(73)"Secured party" means:
(A)a person in whose favor a security interest is created
or provided for under a security agreement, whether or
not any obligation to be secured is outstanding;
(B)a person that holds an agricultural lien;
(C)a consignor;
(D)a person to which accounts, chattel paper, payment
intangibles, or promissory notes have been sold;
(E)a trustee, indenture trustee, agent, collateral agent,
or other representative in whose favor a security
interest or agricultural lien is created or provided
for; or
(F)a person that holds a security interest arising under
Section 2-401, 2-505, paragraph
(3)of Section 2-711,
paragraph
(5)of Section 2A-508, 4-210, or 5-118 of
this title.
(74)"Security agreement" means an agreement that creates or provides for a security interest.
(75)Reserved.
(76)"Software" means a computer program and any supporting information provided in connection with a transaction relating to the program. The term does not include a computer program that is included in the definition of goods.
(77)"State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.
(78)"Supporting obligation" means a letter-of-credit right or secondary obligation that supports the payment or performance of an account, chattel paper, a document, a general intangible, an instrument, or investment property.
(79)Reserved.
(80)"Termination statement" means an amendment of a financing statement which:
(A)identifies, by its file number, the initial financing
statement to which it relates; and
indicates either that it is a termination statement or
that the identified financing statement is no longer
effective.
(81)"Transmitting utility" means a person primarily engaged in the business of:
(A)operating a railroad, subway, street railway, or
trolley bus;
(B)transmitting communications electrically,
electromagnetically, or by light;
(C)transmitting goods by pipeline or sewer; or
(D)transmitting or producing and transmitting
electricity, steam, gas, or water.
(b)"Control" as provided in Section 7-106 of this title and the following definitions in other articles of this title apply to this article:
"Applicant" - Section 5-102 of this title.
"Beneficiary" - Section 5-102 of this title.
"Broker" - Section 8-102 of this title.
"Certificated security" - Section 8-102 of this title.
"Check" - Section 3-104 of this title.
"Clearing corporation" - Section 8-102 of this title.
"Contract for sale" - Section 2-106 of this title.
"Controllable electronic record" – Section 12-102 of this title.
"Customer" - Section 4-104 of this title.
"Entitlement holder" - Section 8-102 of this title.
"Financial asset" - Section 8-102 of this title.
"Holder in due course" - Section 3-302 of this title.
"Issuer" (with respect to a letter of credit or letter-of-credit right)- Section 5-102 of this title.
"Issuer" – (with respect to a security) – Section 8-201 of this title.
"Issuer" – (with respect to documents of title) – Section 7-102 of this title.
"Lease" - Section 2A-103 of this title.
"Lease agreement" - Section 2A-103 of this title.
"Lease contract" - Section 2A-103 of this title.
"Leasehold interest" - Section 2A-103 of this title.
"Lessee" - Section 2A-103 of this title.
"Lessee in ordinary course of business" - Section 2A-103 of this title.
"Lessor" - Section 2A-103 of this title.
"Lessor's residual interest" - Section 2A-103 of this title.
"Letter of credit" - Section 5-102 of this title.
"Merchant" - Section 2-104 of this title.
"Negotiable instrument" - Section 3-104 of this title.
"Nominated person" - Section 5-102 of this title.
"Note" - Section 3-104 of this title.
"Proceeds of a letter of credit" - Section 5-114 of this title.
"Protected purchaser" – Section 8-303 of this title.
"Prove" - Section 3-103 of this title.
"Qualifying purchaser" – Section 12-102 of this title.
"Sale" - Section 2-106 of this title.
"Securities account" - Section 8-501 of this title.
"Securities intermediary" - Section 8-102 of this title.
"Security" - Section 8-102 of this title.
"Security certificate" - Section 8-102 of this title.
"Security entitlement" - Section 8-102 of this title.
"Uncertificated security" - Section 8-102 of this title.
(c)Article 1 of this title contains general definitions and principles of construction and interpretation applicable throughout this article. Added by Laws 2000, c. 371, § 2, eff. July 1, 2001. Amended by Laws 2004, c. 153, § 1, eff. Nov. 1, 2004; Laws 2005, c. 140, § 59, eff. Jan. 1, 2006; Laws 2015, c. 374, § 1, eff. Nov. 1, 2015; Laws 2024, c. 13, § 42, eff. Nov. 1, 2024.