Legislation

* Section 12--105. Control of Controllable Electronic Record.

(a) General rule: control of controllable electronic record. A person
has control of a controllable electronic record if the electronic
record, a record attached to or logically associated with the electronic
record, or a system in which the electronic record is recorded:

(1) gives the person:

(A) power to avail itself of substantially all the benefit from the
electronic record; and

(B) exclusive power, subject to subsection (b), to:

(i) prevent others from availing themselves of substantially all the
benefit from the electronic record; and

(ii) transfer control of the electronic record to another person or
cause another person to obtain control of another controllable
electronic record as a result of the transfer of the electronic record;
and

(2) enables the person readily to identify itself in any way,
including by name, identifying number, cryptographic key, office, or
account number, as having the powers specified in paragraph (1).

(b) Meaning of exclusive. Subject to subsection (c), a power is
exclusive under subsection (a)(1)(B)(i) and (ii) even if:

(1) the controllable electronic record, a record attached to or
logically associated with the electronic record, or a system in which
the electronic record is recorded limits the use of the electronic
record or has a protocol programmed to cause a change, including a
transfer or loss of control or a modification of benefits afforded by
the electronic record; or

(2) the power is shared with another person.

(c) When power not shared with another person. A power of a person is
not shared with another person under subsection (b)(2) and the person's
power is not exclusive if:

(1) the person can exercise the power only if the power also is
exercised by the other person; and

(2) the other person:

(A) can exercise the power without exercise of the power by the
person; or

(B) is the transferor to the person of an interest in the controllable
electronic record or a controllable account or controllable payment
intangible evidenced by the controllable electronic record.

(d) Presumption of exclusivity of certain powers. If a person has the
powers specified in subsection (a)(1)(B)(i) and (ii), the powers are
presumed to be exclusive.

(e) Control through another person. A person has control of a
controllable electronic record if another person, other than the
transferor to the person of an interest in the controllable electronic
record or a controllable account or controllable payment intangible
evidenced by the controllable electronic record:

(1) has control of the electronic record and acknowledges that it has
control on behalf of the person; or

(2) obtains control of the electronic record after having acknowledged
that it will obtain control of the electronic record on behalf of the
person.

(f) No requirement to acknowledge. A person that has control under
this section is not required to acknowledge that it has control on
behalf of another person.

(g) No duties or confirmation. If a person acknowledges that it has or
will obtain control on behalf of another person, unless the person
otherwise agrees or law other than this article or Article 9 otherwise
provides, the person does not owe any duty to the other person and is
not required to confirm the acknowledgment to any other person.

* NB Effective June 3, 2026