Legislation
SECTION 8-103
Rules for Determining Whether Certain Obligations and Interests are Securities or Financial Assets
Uniform Commercial Code (UCC) CHAPTER 38, ARTICLE 8, PART 1
Section 8--103. Rules for Determining Whether Certain Obligations and
Interests are Securities or Financial Assets.
(a) A share or similar equity interest issued by a corporation,
business trust, joint stock company, or similar entity is a security.
(b) An "investment company security" is a security. "Investment
company security" means a share or similar equity interest issued by an
entity that is registered as an investment company under the federal
investment company laws, an interest in a unit investment trust that is
so registered, or a face-amount certificate issued by a face-amount
certificate company that is so registered. Investment company security
does not include an insurance policy or endowment policy or annuity
contract issued by an insurance company.
(c) An interest in a partnership or limited liability company is not a
security unless it is dealt in or traded on securities exchanges or in
securities markets, its terms expressly provide that it is a security
governed by this Article, or it is an investment company security.
However, an interest in a partnership or limited liability company is a
financial asset if it is held in a securities account.
(d) A writing that is a security certificate is governed by this
Article and not by Article 3, even though it also meets the requirements
of that Article. However, a negotiable instrument governed by Article 3
is a financial asset if it is held in a securities account.
(e) An option or similar obligation issued by a clearing corporation
to its participants is not a security, but is a financial asset.
(f) A commodity contract, as defined in Section 9--102(a)(15), is not
a security or a financial asset.
(g) A document of title is not a financial asset unless Section
8--102(a)(9)(iii) applies.
(h) An obligation, share, participation, or interest does not satisfy
Section 8--102(a)(13)(ii) or 8--102(a)(15)(i) merely because the issuer
or a person acting on its behalf:
(1) maintains records of the owner thereof for a purpose other than
registration of transfer; or
(2) could, but does not, maintain books for the purpose of
registration of transfer.
Interests are Securities or Financial Assets.
(a) A share or similar equity interest issued by a corporation,
business trust, joint stock company, or similar entity is a security.
(b) An "investment company security" is a security. "Investment
company security" means a share or similar equity interest issued by an
entity that is registered as an investment company under the federal
investment company laws, an interest in a unit investment trust that is
so registered, or a face-amount certificate issued by a face-amount
certificate company that is so registered. Investment company security
does not include an insurance policy or endowment policy or annuity
contract issued by an insurance company.
(c) An interest in a partnership or limited liability company is not a
security unless it is dealt in or traded on securities exchanges or in
securities markets, its terms expressly provide that it is a security
governed by this Article, or it is an investment company security.
However, an interest in a partnership or limited liability company is a
financial asset if it is held in a securities account.
(d) A writing that is a security certificate is governed by this
Article and not by Article 3, even though it also meets the requirements
of that Article. However, a negotiable instrument governed by Article 3
is a financial asset if it is held in a securities account.
(e) An option or similar obligation issued by a clearing corporation
to its participants is not a security, but is a financial asset.
(f) A commodity contract, as defined in Section 9--102(a)(15), is not
a security or a financial asset.
(g) A document of title is not a financial asset unless Section
8--102(a)(9)(iii) applies.
(h) An obligation, share, participation, or interest does not satisfy
Section 8--102(a)(13)(ii) or 8--102(a)(15)(i) merely because the issuer
or a person acting on its behalf:
(1) maintains records of the owner thereof for a purpose other than
registration of transfer; or
(2) could, but does not, maintain books for the purpose of
registration of transfer.