Existing law contains the Uniform Commercial Code, which is a set of uniform laws governing commercial transactions. (Chapters 104 and 104A of NRS) This bill enacts the 2022 amendments to the Uniform Commercial Code, which: (1) adds Article 12 governing controllable electronic records; and (2) makes various changes to Articles 1, 2, 3, 5, 7, 8, 9, 2A and 4A of the Code. Sections 75 and 76 of this bill also enact the 2018 amendments to Article 9 of the Code. Sections 9-15 of this bill enact Article 12, which provides rules for transactions involving controllable electronic records. Section 10 of this bill defines certain terms for the purposes of Article 12. Section 26 of this bill makes a conforming change to account for the definition of “value” set forth in section 10. Section 11 of this bill: (1) establishes that Article 9 will govern if it is in conflict with Article 12; and (2) provides that a transaction that is subject to Article 12 is also subject to certain other laws that establish different rules for consumers. Sections 12, 13 and 70 of this bill establish the circumstances under which a purchaser obtains control of and certain rights in a controllable account, controllable payment intangible or controllable electronic record. Section 14 of this bill sets forth certain circumstances under which an account debtor on a controllable account or controllable payment intangible may discharge his or her obligation under certain circumstances. Section 15 of this bill establishes rules for determining the jurisdiction whose law governs a controllable electronic record. Section 27 of this bill provides that the provisions of an agreement specifying applicable law for a transaction governed by section 15 is effective only to the extent permitted by section 15. Sections 16-24 of this bill enact the transitional rules included in the 2022 amendments to the Code and define certain related terms. Section 18 of this bill provides that a transaction validly entered into before the effective date of this bill, which is October 1, 2023, and the rights, duties and interests flowing from the transaction remain valid thereafter. Existing law contains Article 1 of the Code, which sets forth the definitions and other general provisions that, in the absence of any conflicting provision in the Code, apply as default rules for transactions and matters otherwise covered in other articles of the Code. (NRS 104.1101-104.1310) Section 25 of this bill enacts the uniform amendments to the definitions of certain terms which are defined for the purposes of the Code. Among other changes, section 25 revises the definition of the term “sign” to encompass the authentication or adoption of all records and not just writings and the definition of the term “money” to exclude certain forms of digital currency, digital mediums of exchange and digital monetary units of account. Sections 28, 38-41, 52, 55-57, 62, 63, 68, 72-75, 77, 78, 81, 82 and 85-90 of this bill make conforming changes to account for the new definition of “sign.” Sections 25, 31-35, 44, 86, 94-100 and 102-108 of this bill replace the term “writing” with “record” and make certain other changes to allow for certain documents and communications to take a form other than a written or otherwise tangible form. Existing law contains Article 2 of the Code, the uniform law governing sales. (NRS 104.2101-104.2725) Sections 29 and 30 of this bill define the term “hybrid transaction” and describe the extent to which Article 2 governs hybrid transactions. Existing law contains Article 3 of the Code, the uniform law governing negotiable instruments. (NRS 104.3101-104.3605) Section 36 of this bill authorizes a negotiable instrument to contain certain provisions specifying which laws govern the instrument and how certain disputes will be resolved. Section 37 of this bill expands the definition of “issue” to include certain electronic transmissions. Section 38 of this bill removes certain requirements relating to the generation and form of a signature that makes a person liable on a negotiable instrument. Section 39 provides that an obligation to pay a check is not discharged solely by the destruction of the check, under certain circumstances. Existing law contains Article 5 of the Code, the uniform law governing letters of credit. (NRS 104.5101-104.5118) Section 41 prescribes the method for determining the location of a branch of a bank for certain purposes. Existing law contains Article 7 of the Code, the uniform law governing warehouse receipts, bills of lading and other documents of title. (NRS 104.7101-104.7603) Section 42 of this bill removes certain definitions made unnecessary by the revisions made in section 25. Section 43 of this bill: (1) makes various changes related to the process for determining when a person has control of an electronic document of title after a certain system evidences that the document was issued or transferred to the person; and (2) defines when a person is deemed to have obtained control of an electronic document of title through another person. Existing law contains Article 8 of the Code, the uniform law governing investment securities. (NRS 104.8101-104.8511) Section 44 revises certain definitions for the purposes of Article 8. Section 45 of this bill provides that a controllable account, controllable electronic record or controllable payment intangible is a financial asset only to the extent that a securities intermediary and an entitled person agree that it should be treated as a financial asset. Section 46 of this bill revises the circumstances under which a purchaser is deemed to have control of a security entitlement that is controlled by another person and makes various related changes. Section 47 of this bill establishes that the local law of the jurisdiction of the issuer or of the securities intermediary governs certain matters related to a security or security entitlement. Section 48 of this bill makes technical changes to certain provisions governing protected purchasers. Existing law contains Article 9 of the Code, the uniform law governing secured transactions. (NRS 104.9101-104.9717) Section 49 of this bill revises certain definitions relating to secured transactions and defines certain terms relating to controllable electronic records. Sections 3, 50 and 51 of this bill set forth the circumstances under which a person is deemed to have control of a controllable electronic record, a deposit account or an authoritative electronic copy of a record evidencing chattel paper. Sections 4, 54-56 and 79 of this bill revise certain rights and duties of a party possessing or controlling certain collateral. Section 52 identifies the circumstances under which a security interest is enforceable against the debtor and third parties with respect to collateral that is controllable electronic records, electronic documents or certain other collateral. Section 53 of this bill revises the circumstances under which a security interest may attach to certain proceeds. Sections 5, 6 and 58-60 of this bill revise and establish certain rules for determining the applicable law governing the perfection, the effect of perfection or nonperfection and the priority of a security interest in certain property. Sections 7, 8 and 61-65 of this bill revise certain provisions related to the perfection of certain security interests and prescribe certain methods for perfecting those security interests. Sections 66, 67 and 71 of this bill revise the circumstances under which a buyer or lessee of goods, a buyer of an electronic document, chattel paper, controllable electronic record, controllable account or controllable payment intangible or a transferee of money takes free of a security interest or leasehold interest. Section 69 of this bill revises the circumstances under which a purchaser of chattel paper has priority over a security interest in the chattel paper. Section 75 exempts a controllable account or controllable payment intangible from certain requirements relating to an assignment of debt. Section 80 of this bill provides that a secured party that obtains control of a controllable account, controllable electronic record or controllable payment intangible owes a duty to a debtor or obligor under certain circumstances. Section 91 of this bill provides that certain provisions which limit the liability of a secured party do not apply to a secured party that obtains control of a controllable account, controllable electronic record or controllable payment intangible under certain circumstances. Sections 83 and 84 of this bill make certain revisions to the content and form of notification before the disposition of certain collateral. Existing law provides that, with certain exceptions, any rule of law, statute, regulation or term in an agreement between an account debtor and an assignor or in a promissory note that imposes certain restrictions on the assignment of a security interest in certain collateral is ineffective. (NRS 104.9406, 104.9408) Sections 75 and 76, which enact the 2018 amendments to Article 9, provide that those provisions do not apply to a security interest in an ownership interest in a general partnership, limited partnership or limited-liability company. Existing law contains Article 2A of the Code, the uniform law governing leases. (NRS 104A.2101-104A.2532) Section 93 of this bill defines the term “hybrid lease” to mean a single transaction involving a lease of goods and the provision of services or the sale, lease or license of certain property. Section 92 of this bill describes the extent to which Article 2A governs hybrid leases. Existing law contains Article 4A of the Code, the uniform law governing funds transfers. (NRS 104A.4101-104A.4507) Section 101 of this bill authorizes the imposition of certain obligations in a security procedure established by agreement between a customer and a receiving bank. Sections 109-112 of this bill make conforming changes to internal references to sections amended in this bill.

Statutes affected:
As Introduced: 104.1201, 104.1204, 104.1301, 104.1306, 104.2102, 104.2106, 104.2201, 104.2202, 104.2203, 104.2205, 104.2209, 104.3104, 104.3105, 104.3401, 104.3604, 104.5104, 104.5116, 104.7102, 104.7106, 104.8102, 104.8103, 104.8106, 104.8110, 104.8303, 104.9102, 104.9104, 104.9105, 104.9203, 104.9204, 104.9207, 104.9208, 104.9209, 104.9210, 104.9301, 104.9304, 104.9305, 104.9310, 104.9312, 104.9313, 104.9314, 104.9316, 104.9317, 104.9323, 104.9324, 104.9330, 104.9331, 104.9332, 104.9334, 104.9341, 104.9404, 104.9406, 104.9408, 104.9509, 104.9513, 104.9601, 104.9605, 104.9608, 104.9611, 104.9613, 104.9614, 104.9615, 104.9616, 104.9619, 104.9620, 104.9621, 104.9624, 104.9628, 104A.2102, 104A.2103, 104A.2107, 104A.2201, 104A.2202, 104A.2203, 104A.2205, 104A.2208, 104A.4103, 104A.4201, 104A.4202, 104A.4203, 104A.4207, 104A.4208, 104A.4210, 104A.4211, 104A.4305, 32.265, 482.31776, 490.160, 719.330
Reprint 1: 104.1201, 104.1204, 104.1301, 104.1306, 104.2102, 104.2106, 104.2201, 104.2202, 104.2203, 104.2205, 104.2209, 104.3104, 104.3105, 104.3401, 104.3604, 104.5104, 104.5116, 104.7102, 104.7106, 104.8102, 104.8103, 104.8106, 104.8110, 104.8303, 104.9102, 104.9104, 104.9105, 104.9203, 104.9204, 104.9207, 104.9208, 104.9209, 104.9210, 104.9301, 104.9304, 104.9305, 104.9310, 104.9312, 104.9313, 104.9314, 104.9316, 104.9317, 104.9323, 104.9324, 104.9330, 104.9331, 104.9332, 104.9334, 104.9341, 104.9404, 104.9406, 104.9408, 104.9509, 104.9513, 104.9601, 104.9605, 104.9608, 104.9611, 104.9613, 104.9614, 104.9615, 104.9616, 104.9619, 104.9620, 104.9621, 104.9624, 104.9628, 104A.2102, 104A.2103, 104A.2107, 104A.2201, 104A.2202, 104A.2203, 104A.2205, 104A.2208, 104A.4103, 104A.4201, 104A.4202, 104A.4203, 104A.4207, 104A.4208, 104A.4210, 104A.4211, 104A.4305, 32.265, 482.31776, 490.160, 719.330
Reprint 2: 104.1201, 104.1204, 104.1301, 104.1306, 104.2102, 104.2106, 104.2201, 104.2202, 104.2203, 104.2205, 104.2209, 104.3104, 104.3105, 104.3401, 104.3604, 104.5104, 104.5116, 104.7102, 104.7106, 104.8102, 104.8103, 104.8106, 104.8110, 104.8303, 104.9102, 104.9104, 104.9105, 104.9203, 104.9204, 104.9207, 104.9208, 104.9209, 104.9210, 104.9301, 104.9304, 104.9305, 104.9310, 104.9312, 104.9313, 104.9314, 104.9316, 104.9317, 104.9323, 104.9324, 104.9330, 104.9331, 104.9332, 104.9334, 104.9341, 104.9404, 104.9406, 104.9408, 104.9509, 104.9513, 104.9601, 104.9605, 104.9608, 104.9611, 104.9613, 104.9614, 104.9615, 104.9616, 104.9619, 104.9620, 104.9621, 104.9624, 104.9628, 104A.2102, 104A.2103, 104A.2107, 104A.2201, 104A.2202, 104A.2203, 104A.2205, 104A.2208, 104A.4103, 104A.4201, 104A.4202, 104A.4203, 104A.4207, 104A.4208, 104A.4210, 104A.4211, 104A.4305, 32.265, 482.31776, 490.160, 719.330
As Enrolled: 104.1201, 104.1204, 104.1301, 104.1306, 104.2102, 104.2106, 104.2201, 104.2202, 104.2203, 104.2205, 104.2209, 104.3104, 104.3105, 104.3401, 104.3604, 104.5104, 104.5116, 104.7102, 104.7106, 104.8102, 104.8103, 104.8106, 104.8110, 104.8303, 104.9102, 104.9104, 104.9105, 104.9203, 104.9204, 104.9207, 104.9208, 104.9209, 104.9210, 104.9301, 104.9304, 104.9305, 104.9310, 104.9312, 104.9313, 104.9314, 104.9316, 104.9317, 104.9323, 104.9324, 104.9330, 104.9331, 104.9332, 104.9334, 104.9341, 104.9404, 104.9406, 104.9408, 104.9509, 104.9513, 104.9601, 104.9605, 104.9608, 104.9611, 104.9613, 104.9614, 104.9615, 104.9616, 104.9619, 104.9620, 104.9621, 104.9624, 104.9628, 104A.2102, 104A.2103, 104A.2107, 104A.2201, 104A.2202, 104A.2203, 104A.2205, 104A.2208, 104A.4103, 104A.4201, 104A.4202, 104A.4203, 104A.4207, 104A.4208, 104A.4210, 104A.4211, 104A.4305, 32.265, 482.31776, 490.160, 719.330
BDR: 104.1201, 104.1204, 104.1301, 104.1306, 104.2102, 104.2106, 104.2201, 104.2202, 104.2203, 104.2205, 104.2209, 104.3104, 104.3105, 104.3401, 104.3604, 104.5104, 104.5116, 104.7102, 104.7106, 104.8102, 104.8103, 104.8106, 104.8110, 104.8303, 104.9102, 104.9104, 104.9105, 104.9203, 104.9204, 104.9207, 104.9208, 104.9209, 104.9210, 104.9301, 104.9304, 104.9305, 104.9310, 104.9312, 104.9313, 104.9314, 104.9316, 104.9317, 104.9323, 104.9324, 104.9330, 104.9331, 104.9332, 104.9334, 104.9341, 104.9404, 104.9406, 104.9408, 104.9509, 104.9513, 104.9601, 104.9605, 104.9608, 104.9611, 104.9613, 104.9614, 104.9615, 104.9616, 104.9619, 104.9620, 104.9621, 104.9624, 104.9628, 104A.2102, 104A.2103, 104A.2107, 104A.2201, 104A.2202, 104A.2203, 104A.2205, 104A.2208, 104A.4103, 104A.4201, 104A.4202, 104A.4203, 104A.4207, 104A.4208, 104A.4210, 104A.4211, 104A.4305, 32.265, 482.31776, 490.160, 719.330