AN ACT TO ENACT THE 2018 AND 2022 AMENDMENTS TO THE UNIFORM COMMERCIAL CODE AS RECOMMENDED BY THE UNIFORM LAW COMMISSION AND THE AMERICAN LAW INSTITUTE; TO AMEND SECTION 75-1-201, MISSISSIPPI CODE OF 1972, TO AMEND THE TERMS "CONSPICUOUS," "DELIVERY," "HOLDER," "MONEY," "PERSON" AND "SEND"; TO DEFINE THE TERM "ELECTRONIC"; TO DELETE THE TERM "SIGNED"; TO AMEND SECTION 75-1-204, MISSISSIPPI CODE OF 1972, TO SPECIFY THAT EXCEPT AS OTHERWISE PROVIDED IN ARTICLE 12 OF THE UNIFORM COMMERCIAL CODE A PERSON GIVES VALUE FOR RIGHTS IF THE PERSON ACQUIRES THEM; TO AMEND SECTION 75-2-102, MISSISSIPPI CODE OF 1972, TO CLARIFY THE SCOPE OF THIS CHAPTER; TO PROVIDE WHEN A HYBRID TRANSACTION IS SUBJECT TO ARTICLE 2; TO AMEND SECTION 75-2-106, MISSISSIPPI CODE OF 1972, TO DEFINE THE TERM HYBRID TRANSACTION; TO AMEND SECTION 75-2A-102, MISSISSIPPI CODE OF 1972, TO MODIFY THE SCOPE OF THIS CHAPTER AS IT CONCERNS A HYBRID LEASE; TO AMEND SECTION 75-2A-103, MISSISSIPPI CODE OF 1972, TO DEFINE THE TERM "HYBRID LEASE"; TO AMEND SECTION 75-3-104, MISSISSIPPI CODE OF 1972, TO REVISE THE DEFINITION OF THE TERM "NEGOTIABLE INSTRUMENT"; TO AMEND SECTION 75-3-105, MISSISSIPPI CODE OF 1972, TO REVISE THE DEFINITION OF THE TERM "ISSUE"; TO AMEND SECTION 75-3-604, MISSISSIPPI CODE OF 1972, TO SPECIFY THAT THE OBLIGATION OF A PARTY TO PAY A CHECK IS NOT DISCHARGED SOLELY BY DESTRUCTION OF THE CHECK IN CONNECTION WITH A SPECIFIED PROCESS; TO AMEND SECTION 75-4A-201, MISSISSIPPI CODE OF 1972, TO REVISE THE DEFINITION OF THE TERM "SECURITY PROCEDURE" TO PROVIDE THAT A SECURITY PROCEDURE AGREED TO BY A CUSTOMER AND A RECEIVING BANK MAY IMPOSE AN OBLIGATION THEREIN; TO PROVIDE THAT A SECURITY PROCEDURE MAY REQUIRE THE USE OF SYMBOLS, SOUNDS, AND BIOMETRICS; TO PROVIDE THAT REQUIRING A PAYMENT ORDER BE SENT FROM A KNOWN EMAIL ADDRESS, IP ADDRESS, OR TELEPHONE NUMBER IS NOT BY ITSELF A SECURITY PROCEDURE; TO AMEND SECTION 75-4A-202, MISSISSIPPI CODE OF 1972, TO REVISE THE CIRCUMSTANCES UNDER WHICH PAYMENT ORDERS RECEIVED BY BANKS ARE EFFECTIVE AS THE ORDER OF A CUSTOMER; AND FOR RELATED PURPOSES; TO AMEND SECTION 75-5-116, MISSISSIPPI CODE OF 1972, TO SPECIFY THAT FOR PURPOSES OF CHOICE OF LAW AND FORUM REGARDING LETTERS OF CREDIT A BRANCH OF A BANK IS CONSIDERED TO BE LOCATED AT THE ADDRESS INDICATED IN A BRANCH'S UNDERTAKING OR IF MORE THAN ONE ADDRESS IS INDICATED THEN THE BRANCH IS CONSIDERED TO BE LOCATED AT THE ADDRESS FROM WHICH THE UNDERTAKING WAS ISSUED; TO AMEND SECTION 75-7-106, MISSISSIPPI CODE OF 1972, TO SPECIFY WHEN A SYSTEM SATISFIES CERTAIN REQUIREMENTS AND A PERSON HAS CONTROL OF AN ELECTRONIC DOCUMENT OF TITLE; TO SPECIFY WHEN CERTAIN POWERS ARE OR ARE NOT EXCLUSIVE; TO PROVIDE THAT A PERSON THAT HAS CONTROL OF AN ELECTRONIC DOCUMENT OF TITLE DOES NOT NEED TO ACKNOWLEDGE THAT IT HAS CONTROL ON BEHALF OF ANOTHER PERSON; TO SPECIFY THAT A PERSON DOES NOT OWE ANY DUTY TO ANOTHER PERSON UNDER CERTAIN CIRCUMSTANCES; TO REVISE THE APPLICABILITY OF DEFINITIONS; TO AMEND SECTION 75-8-103, MISSISSIPPI CODE OF 1972, TO SPECIFY THAT A CONTROLLABLE ACCOUNT, CONTROLLABLE ELECTRONIC RECORD, OR CONTROLLABLE PAYMENT INTANGIBLE IS NOT A FINANCIAL ASSET UNLESS CERTAIN CIRCUMSTANCES APPLY; TO AMEND SECTION 75-8-106, MISSISSIPPI CODE OF 1972, TO REVISE THE CIRCUMSTANCES UNDER WHICH PURCHASERS HAVE CONTROL OF SECURITY ENTITLEMENTS; TO SPECIFY THAT A PERSON THAT HAS SUCH CONTROL IS NOT REQUIRED TO ACKNOWLEDGE SUCH CONTROL ON BEHALF OF A PURCHASER; TO SPECIFY THAT CERTAIN PERSONS DO NOT OWE ANY DUTY TO PURCHASERS AND ARE NOT REQUIRED TO CONFIRM CERTAIN ACKNOWLEDGMENT UNDER CERTAIN CIRCUMSTANCES; TO AMEND SECTION 75-8-110, MISSISSIPPI CODE OF 1972, TO DECLARE THE LOCAL LAW OF THE ISSUER'S JURISDICTION OR SECURITIES INTERMEDIARY'S JURISDICTION GOVERNS A TRANSACTION OR MATTER EVEN IF IT BEARS NO RELATION TO THAT JURISDICTION; TO AMEND SECTION 75-8-303, MISSISSIPPI CODE OF 1972, TO MAKE A MINOR, NONSUBSTANTIVE CHANGE; TO AMEND SECTION 75-9-102, MISSISSIPPI CODE OF 1972, TO AMEND THE DEFINITIONS OF THE TERMS "ACCOUNT," "ACCOUNT DEBTOR," "ACCOUNTING," "CHATTEL PAPER," "GENERAL INTANGIBLE," "INSTRUMENT," "PAYMENT INTANGIBLE" AND "PROPOSAL"; TO DEFINE THE TERMS "ASSIGNEE," "ASSIGNOR," "CHATTEL PAPER," "CONTROLLABLE ACCOUNT," "CONTROLLABLE PAYMENT INTANGIBLE," "ELECTRONIC MONEY" AND "TANGIBLE MONEY"; TO DELETE THE TERMS "AUTHENTICATE," "ELECTRONIC CHATTEL PAPER," "SEND" AND "TANGIBLE CHATTEL PAPER"; TO PROVIDE THAT THE DEFINITIONS OF CERTAIN TERMS WITHIN OTHER ARTICLES OF THE UNIFORM COMMERCIAL CODE APPLY TO THIS ARTICLE; TO AMEND SECTION 75-9-104, MISSISSIPPI CODE OF 1972, TO PROVIDE FOR A SECURED PARTY TO OBTAIN CONTROL OF A DEPOSIT ACCOUNT BY ACKNOWLEDGMENT OF ANOTHER PERSON IN CONTROL OF THE DEPOSIT ACCOUNT; TO AMEND SECTION 75-9-105, MISSISSIPPI CODE OF 1972, TO PROVIDE THE GENERAL RULE FOR WHEN A PURCHASER HAS CONTROL OF AN AUTHORITATIVE ELECTRONIC COPY OF A RECORD EVIDENCING CHATTEL PAPER; TO PROVIDE WHEN POWER IS EXCLUSIVE IN REFERENCE TO POWER OF A PURCHASER TO CONTROL AUTHORITATIVE COPY OF CHATTEL PAPER; TO CLARIFY WHEN POWER OF A PURCHASER IS NOT SHARED WITH ANOTHER PERSON AND NOT EXCLUSIVE; TO PROVIDE A PURCHASER MAY CONTROL AN ELECTRONIC COPY OF CHATTEL PAPER THROUGH ANOTHER BY VIRTUE OF ACKNOWLEDGMENT; TO CREATE NEW SECTION 75-9-105A, MISSISSIPPI CODE OF 1972, TO SPECIFY WHEN A PERSON HAS CONTROL OF ELECTRONIC MONEY; TO SPECIFY WHEN POWER OF SUCH CONTROL IS OR IS NOT EXCLUSIVE; TO CREATE NEW SECTION 75-9-107A, MISSISSIPPI CODE OF 1972, TO PROVIDE THAT A SECURED PARTY HAS CONTROL OF A CONTROLLABLE ELECTRONIC RECORD AS PROVIDED UNDER SECTION 75-12-105; TO PROVIDE THAT A SECURED PARTY CONTROLS A CONTROLLABLE ACCOUNT OR CONTROLLABLE PAYMENT INTANGIBLE IF THE SECURED PARTY HAS CONTROL OF THE CONTROLLABLE ELECTRONIC RECORD EVIDENCING THE CONTROLLABLE ACCOUNT OR CONTROLLABLE PAYMENT INTANGIBLE; TO CREATE NEW SECTION 75-9-107B, MISSISSIPPI CODE OF 1972, TO CLARIFY THAT A PERSON IS NOT REQUIRED TO ACKNOWLEDGE THAT IT HAS CONTROL OF A DEPOSIT ACCOUNT, ELECTRONIC COPY OF RECORD EVIDENCING CHATTEL PAPER, OR ELECTRONIC MONEY; TO CLARIFY THAT A PERSON DOES NOT OWE ANY DUTY AND IS NOT REQUIRED TO CONFIRM ACKNOWLEDGMENT OF CONTROL TO ANY OTHER PERSON UNLESS AGREED TO OR LAW OTHER THAN THIS CHAPTER APPLIES; TO AMEND SECTION 75-9-203, MISSISSIPPI CODE OF 1972, TO REVISE THE CIRCUMSTANCES UNDER WHICH A SECURITY INTEREST IS ENFORCEABLE AGAINST A DEBTOR AND THIRD PARTIES; TO AMEND SECTION 75-9-204, MISSISSIPPI CODE OF 1972, TO REVISE THE CIRCUMSTANCES UNDER WHICH A SECURITY INTEREST DOES NOT ATTACH UNDER A TERM CONSTITUTING AN AFTER-ACQUIRED PROPERTY CLAUSE; TO AMEND SECTION 75-9-208, MISSISSIPPI CODE OF 1972, TO REVISE DUTIES RELATING TO SECURED PARTIES HAVING CONTROL OF COLLATERAL; TO AMEND SECTION 75-9-304, MISSISSIPPI CODE OF 1972, TO SPECIFY THAT THE LOCAL LAW RELATED TO JURISDICTION OF A BANK GOVERNS EVEN IF A TRANSACTION DOES NOT BEAR ANY RELATION TO THE JURISDICTION OF THE BANK; TO AMEND SECTION 75-9-305, MISSISSIPPI CODE OF 1972, TO PROVIDE THAT THE LOCAL LAW OF THE JURISDICTION SHALL APPLY TO SECURITY INTERESTS IN INVESTMENT PROPERTY EVEN IF THE TRANSACTION DOES NOT BEAR ANY RELATION TO THE JURISDICTION; TO CREATE NEW SECTION 75-9-306A, MISSISSIPPI CODE OF 1972, TO SPECIFY WHICH LAWS GOVERN THE PERFECTION AND PRIORITY OF SECURITY INTERESTS IN CHATTEL PAPER; TO CREATE NEW SECTION 75-9-306B, MISSISSIPPI CODE OF 1972, TO SPECIFY WHICH LAWS GOVERN THE PERFECTION AND PRIORITY OF SECURITY INTERESTS IN CONTROLLABLE ACCOUNTS, CONTROLLABLE ELECTRONIC RECORDS, AND CONTROLLABLE PAYMENT INTANGIBLES; TO AMEND SECTION 75-9-312, MISSISSIPPI CODE OF 1972, TO PROVIDE REQUIREMENTS FOR PERFECTING A SECURITY INTEREST IN CONTROLLABLE ACCOUNTS, CONTROLLABLE ELECTRONIC RECORDS, AND CONTROLLABLE PAYMENT INTANGIBLES; TO CREATE NEW SECTION 75-9-314A, MISSISSIPPI CODE OF 1972, TO PROVIDE REQUIREMENTS FOR PERFECTING A SECURITY INTEREST IN CHATTEL PAPER BY POSSESSION AND CONTROL; TO AMEND SECTION 75-9-317, MISSISSIPPI CODE OF 1972, TO REVISE THE CIRCUMSTANCES UNDER WHICH PERSONS TAKE FREE OF A SECURITY INTEREST OR AGRICULTURAL LIEN; TO AMEND SECTION 75-9-323, MISSISSIPPI CODE OF 1972, TO REVISE WHICH BUYERS OR LESSEES OF GOODS TAKE FREE OF A SECURITY INTEREST OR LEASEHOLD UNDER CERTAIN CIRCUMSTANCES; TO CREATE NEW SECTION 75-9-326A, MISSISSIPPI CODE OF 1972, TO SPECIFY THAT CERTAIN SECURITY INTERESTS IN CONTROLLABLE ACCOUNTS, CONTROLLABLE ELECTRONIC RECORDS, OR CONTROLLABLE PAYMENT INTANGIBLES HAVE PRIORITY OVER CONFLICTING SECURITY INTERESTS; TO AMEND SECTION 75-9-330, MISSISSIPPI CODE OF 1972, TO REVISE THE CIRCUMSTANCES UNDER WHICH PURCHASERS OF CHATTEL PAPER HAVE PRIORITY OVER CERTAIN SECURITY INTERESTS IN THE CHATTEL PAPER; TO REVISE APPLICABILITY; TO AMEND SECTION 75-9-332, MISSISSIPPI CODE OF 1972, TO REVISE THE CIRCUMSTANCES UNDER WHICH A TRANSFEREE TAKES MONEY OR FUNDS FREE OF A SECURITY INTEREST; TO AMEND SECTION 75-9-406, MISSISSIPPI CODE OF 1972, TO DEFINE THE TERM "PROMISSORY NOTE"; TO PROVIDE THAT CERTAIN PROVISIONS DO NOT APPLY TO A CONTROLLABLE ACCOUNT OR CONTROLLABLE PAYMENT INTANGIBLE; TO MODIFY THE ANTI-ASSIGNMENT OVERRIDE PROVISIONS, EXCLUDING SECURITY INTERESTS IN OWNERSHIP INTERESTS OF GENERAL PARTNERSHIPS, LIMITED PARTNERSHIPS, OR LIMITED LIABILITY COMPANIES FROM THE OVERRIDE PROVISIONS; TO AMEND SECTION 75-9-408, MISSISSIPPI CODE OF 1972, TO DEFINE THE TERM "PROMISSORY NOTE"; TO PROVIDE THAT THIS SECTION DOES NOT APPLY TO SECURITY INTERESTS IN OWNERSHIP INTERESTS OF GENERAL PARTNERSHIPS, LIMITED PARTNERSHIPS, OR LIMITED LIABILITY COMPANIES; TO AMEND SECTION 75-9-605, MISSISSIPPI CODE OF 1972, TO SPECIFY WHEN A SECURED PARTY OWES A DUTY TO A PERSON BASED ON THE STATUS OF THE PARTY AS A SECURED PARTY; TO AMEND SECTION 75-9-613, MISSISSIPPI CODE OF 1972, TO REVISE THE FORM FOR NOTIFICATION OF THE DISPOSITION OF COLLATERAL; TO PROVIDE REQUIREMENTS RELATING TO THE FORM; TO AMEND SECTION 75-9-614, MISSISSIPPI CODE OF 1972, TO REVISE FORM REQUIREMENTS FOR NOTICE OF A PLAN TO SELL PROPERTY; TO PROVIDE REQUIREMENTS RELATING TO THE FORM; TO AMEND SECTION 75-9-628, MISSISSIPPI CODE OF 1972, TO PROVIDE AN EXCEPTION TO THE LIMITATION OF LIABILITY OF A SECURED PARTY WHO OBTAINS CONTROL OF COLLATERAL THAT IS A CONTROLLABLE ACCOUNT, CONTROLLABLE ELECTRONIC RECORD, OR CONTROLLABLE PAYMENT INTANGIBLE; TO CREATE A NEW ARTICLE 12 WITHIN CHAPTER 12 OF TITLE 75; TO CREATE NEW SECTION 75-12-101, MISSISSIPPI CODE OF 1972, TO PROVIDE A SHORT TITLE FOR A NEW ARTICLE OF THE UNIFORM COMMERCIAL CODE; TO CREATE NEW SECTION 75-12-102, MISSISSIPPI CODE OF 1972, TO DEFINE TERMS; TO CREATE NEW SECTION 75-12-103, MISSISSIPPI CODE OF 1972, TO PROVIDE THAT IF THERE IS A CONFLICT BETWEEN ARTICLE 9 AND ARTICLE 12 THEN ARTICLE 9 SHALL GOVERN; TO PROVIDE THAT A TRANSACTION SUBJECT TO ARTICLE 12 IS SUBJECT TO ANY APPLICABLE LAW THAT ESTABLISHES A DIFFERENT RULE FOR CONSUMERS AS WELL AS ANY OTHER STATUTE OR REGULATION THAT REGULATES THE RATES, CHARGES, AGREEMENTS, AND PRACTICES FOR LOANS, CREDIT SALES, OR OTHER EXTENSIONS OF CREDIT AND ANY CONSUMER-PROTECTION STATUTE OR REGULATION; TO CREATE NEW SECTION 75-12-104, MISSISSIPPI CODE OF 1972, TO PROVIDE APPLICABILITY; TO SPECIFY WHEN A PURCHASER OF A CONTROLLABLE ACCOUNT OR CONTROLLABLE PAYMENT INTANGIBLE IS A QUALIFYING PURCHASER; TO SPECIFY RIGHTS ACQUIRED RELATING TO CONTROLLABLE ELECTRONIC RECORDS; TO PROHIBIT ACTIONS FROM BEING ASSERTED AGAINST QUALIFYING PURCHASERS UNDER CERTAIN CIRCUMSTANCES; TO SPECIFY THAT FILING A CERTAIN FINANCING STATEMENT IS NOT NOTICE OF A CLAIM OF A PROPERTY RIGHT IN A CONTROLLABLE ELECTRONIC RECORD; TO CREATE NEW SECTION 75-12-105, MISSISSIPPI CODE OF 1972, TO SPECIFY WHEN A PERSON HAS CONTROL OF A CONTROLLABLE ELECTRONIC RECORD; TO PROVIDE WHEN A POWER OF A PERSON RELATING TO CONTROLLABLE ELECTRONIC RECORDS IS OR IS NOT EXCLUSIVE; TO PROVIDE THAT A PERSON WHO HAS CONTROL OF A CONTROLLABLE ELECTRONIC RECORD IS NOT REQUIRED TO ACKNOWLEDGE SUCH CONTROL; TO SPECIFY THAT A PERSON THAT ACKNOWLEDGES CONTROL OF A CONTROLLABLE ELECTRONIC RECORD DOES NOT OWE ANY DUTY TO THE OTHER PERSON AND IS NOT REQUIRED TO CONFIRM THE ACKNOWLEDGMENT TO ANY OTHER PERSON; TO CREATE NEW SECTION 75-12-106, MISSISSIPPI CODE OF 1972, TO AUTHORIZE ACCOUNT DEBTORS ON A CONTROLLABLE ACCOUNT OR CONTROLLABLE PAYMENT INTANGIBLE TO DISCHARGE OBLIGATIONS UNDER CERTAIN CIRCUMSTANCES; TO PROVIDE REQUIREMENTS FOR SUCH DISCHARGE; TO PROHIBIT ACCOUNT DEBTORS FROM WAIVING OR VARYING CERTAIN RIGHTS AND OPTIONS; TO PROVIDE THAT THIS SECTION IS SUBJECT TO LAW OTHER THAN THIS ARTICLE UNDER CERTAIN CIRCUMSTANCES; TO CREATE NEW SECTION 75-12-107, MISSISSIPPI CODE OF 1972, TO SPECIFY THE GOVERNING LAWS AND JURISDICTIONS RELATING TO CONTROLLABLE ELECTRONIC RECORDS; TO CREATE A NEW ARTICLE 12A WITHIN CHAPTER 12 OF TITLE 75; TO CREATE NEW SECTIONS 75-12A-101, 75-12A-102, 75-12A-201, 75-12A-301, 75-12A-302, 75-12A-303, 75-12A-304, 75-12A-305 AND 75-12A-306, MISSISSIPPI CODE OF 1972, TO PROVIDE TRANSITIONAL PROVISIONS FOR THE 2022 AMENDMENTS TO THE UNIFORM COMMERCIAL CODE, INCLUDING SAVING CLAUSES AND PROVISIONS ON THE PERFECTION OF SECURITY INTERESTS, ACTIONS TAKEN BEFORE THE EFFECTIVE DATE OF THIS ACT AND PRIORITY OF INTERESTS; TO AMEND SECTIONS 75-1-101, 75-1-306, 75-2-201, 75-2-202, 75-2-203, 75-2-205, 75-2-209, 75-2A-107, 75-2A-201, 75-2A-202, 75-2A-203, 75-2A-205, 75-2A-208, 75-3-401, 75-4A-103, 75-4A-203, 75-4A-207, 75-4A-208, 75-4A-210, 75-4A-211, 75-4A-305, 75-5-104, 75-7-102, 75-8-102, 75-9-207, 75-9-209, 75-9-210, 75-9-301, 75-9-310, 75-9-313, 75-9-314, 75-9-316, 75-9-324, 75-9-331, 75-9-334, 75-9-341, 75-9-404, 75-9-509, 75-9-513, 75-9-601, 75-9-608, 75-9-611, 75-9-615, 75-9-616, 75-9-619, 75-9-620, 75-9-621 AND 75-9-624, MISSISSIPPI CODE OF 1972, TO CONFORM; TO REPEAL SECTIONS 79-13-505 AND 79-29-711, MISSISSIPPI CODE OF 1972, WHICH ARE THE PROVISIONS OF LAW THAT AFFECT THE ENFORCEABILITY OF LIMITATIONS ON ASSIGNMENTS OF PARTNERSHIP INTERESTS AND FINANCIAL INTERESTS IN DOMESTIC LIMITED LIABILITY COMPANIES; AND FOR RELATED PURPOSES.

Statutes affected:
As Introduced: 75-1-201, 75-1-204, 75-2-102, 75-2-106, 75-2A-102, 75-2A-103, 75-3-104, 75-3-105, 75-3-604, 75-4A-201, 75-4A-202, 75-5-116, 75-7-106, 75-8-103, 75-8-106, 75-8-110, 75-8-303, 75-9-102, 75-9-104, 75-9-105, 75-9-203, 75-9-204, 75-9-208, 75-9-304, 75-9-305, 75-9-312, 75-9-317, 75-9-323, 75-9-330, 75-9-332, 75-9-406, 75-9-408, 75-9-605, 75-9-613, 75-9-614, 75-9-628, 75-1-101, 75-1-306, 75-2-201, 75-2-202, 75-2-203, 75-2-205, 75-2-209, 75-2A-107, 75-2A-201, 75-2A-202, 75-2A-203, 75-2A-205, 75-2A-208, 75-3-401, 75-4A-103, 75-4A-203, 75-4A-207, 75-4A-208, 75-4A-210, 75-4A-211, 75-4A-305, 75-5-104, 75-7-102, 75-8-102, 75-9-207, 75-9-209, 75-9-210, 75-9-301, 75-9-310, 75-9-313, 75-9-314, 75-9-316, 75-9-324, 75-9-331, 75-9-334, 75-9-341, 75-9-404, 75-9-509, 75-9-513, 75-9-601, 75-9-608, 75-9-611, 75-9-615, 75-9-616, 75-9-619, 75-9-620, 75-9-621, 75-9-624