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U.C.C. - ARTICLE 8 - INVESTMENT SECURITIES
..PART 3. TRANSFER

§ 8-321. Enforceability, Attachment, Perfection and Termination of Security Interests.

(1) A security interest in a security is enforceable and can attach only if it is transferred to the secured party or a person designated by him pursuant to a provision of Section 8-313(1).

(2) A security interest so transferred pursuant to agreement by a transferor who has rights in the security to a transferee who has given value is a perfected security interest, but a security interest that has been transferred solely under paragraph (i) of Section 8-313(1) becomes unperfected after 21 days unless, within that time, the requirements for transfer under any other provision of Section 8-313(1) are satisfied.

(3) A security interest in a security is subject to the provisions of Article 9, but:

  • (a) no filing is required to perfect the security interest; and
  • (b) no written security agreement signed by the debtor is necessary to make the security interest enforceable, except as provided in paragraph (h), (i), or (j) of Section 8-313(1). The secured party has the rights and duties provided under Section 9-207, to the extent they are applicable, whether or not the security is certificated, and, if certificated, whether or not it is in his possession.

(4) Unless otherwise agreed, a security interest in a security is terminated by transfer to the debtor or a person designated by him pursuant to a provision of Section 8-313(1). If a security is thus transferred, the security interest, if not terminated, becomes unperfected unless the security is certificated and is delivered to the debtor for the purpose of ultimate sale or exchange or presentation, collection, renewal, or registration of transfer. In that case, the security interest becomes unperfected after 21 days unless, within that time, the security (or securities for which it has been exchanged) is transferred to the secured party or a person designated by him pursuant to a provision of Section 8-313(1).

As added in 1977.

See Appendix I for material relating to the adoption of this section in 1977.

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© Copyright 2005 by The American Law Institute and the National Conference of Commissioners on Uniform State Laws; reproduced, published and distributed with the permission of the Permanent Editorial Board for the Uniform Commercial Code for the limited purposes of study, teaching, and academic research.