SD Codified L § 57A-8-102 (2021)
2021 South Dakota Codified Laws|Title 57A - Uniform Commercial Code|Chapter 08 - Investment Securities|Section 57A-8-102 - Definitions.

57A-8-102. Definitions.(a) In this chapter:(1)"Adverse claim" means a claim that a claimant has a property interest in a financial asset and that it is a violation of the rights of the claimant for another person to hold, transfer, or deal with the financial asset.(2)"Bearer form," as applied to a certificated security, means a form in which the security is payable to the bearer of the security certificate according to its terms but not by reason of an indorsement.(3)"Broker" means a person defined as a broker or dealer under the federal securities laws, but without excluding a bank acting in that capacity.(4)"Certificated security" means a security that is represented by a certificate.(5)"Clearing corporation" means:(i)A person that is registered as a "clearing agency" under the federal securities laws;(ii)A federal reserve bank; or(iii)Any other person that provides clearance or settlement services with respect to financial assets that would require it to register as a clearing agency under the federal securities laws but for an exclusion or exemption from the registration requirement, if its activities as a clearing corporation, including promulgation of rules, are subject to regulation by a federal or state governmental authority.(6)"Communicate" means to:(i)Send a signed writing; or(ii)Transmit information by any mechanism agreed upon by the persons transmitting and receiving the information.(7)"Entitlement holder" means a person identified in the records of a securities intermediary as the person having a security entitlement against the securities intermediary. If a person acquires a security entitlement by virtue of §57A-8-501(b)(2) or (3), that person is the entitlement holder.(8)"Entitlement order" means a notification communicated to a securities intermediary directing transfer or redemption of a financial asset to which the entitlement holder has a security entitlement.(9)"Financial asset," except as otherwise provided in §57A-8-103, means:(i)A security;(ii)An obligation of a person or a share, participation, or other interest in a person or in property or an enterprise of a person, which is, or is of a type, dealt in or traded on financial markets, or which is recognized in any area in which it is issued or dealt in as a medium for investment; or(iii)Any property that is held by a securities intermediary for another person in a securities account if the securities intermediary has expressly agreed with the other person that the property is to be treated as a financial asset under this chapter.As context requires, the term means either the interest itself or the means by which a person's claim to it is evidenced, including a certificated or uncertificated security, a security certificate, or a security entitlement.(10)(Reserved.)(11)"Indorsement" means a signature that alone or accompanied by other words is made on a security certificate in registered form or on a separate document for the purpose of assigning, transferring, or redeeming the security or granting a power to assign, transfer, or redeem it.(12)"Instruction" means a notification communicated to the issuer of an uncertificated security which directs that the transfer of the security be registered or that the security be redeemed.(13)"Registered form," as applied to a certificated security, means a form in which: (i)The security certificate specifies a person entitled to the security; and(ii)A transfer of the security may be registered upon books maintained for that purpose by or on behalf of the issuer, or the security certificate so states.(14)"Securities intermediary" means:(i)A clearing corporation; or(ii)A person, including a bank or broker, that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity.(15)"Security," except as otherwise provided in §57A-8-103, means an obligation of an issuer or a share, participation, or other interest in an issuer or in property or an enterprise of an issuer:(i)Which is represented by a security certificate in bearer or registered form, or the transfer of which may be registered upon books maintained for that purpose by or on behalf of the issuer;(ii)Which is one of a class or series or by its terms is divisible into a class or series of shares, participations, interests, or obligations; and(iii)Which:(A)Is, or is of a type, dealt in or traded on securities exchanges or securities markets; or(B)Is a medium for investment and by its terms expressly provides that it is a security governed by this chapter.(16)"Security certificate" means a certificate representing a security.(17)"Security entitlement" means the rights and property interest of an entitlement holder with respect to a financial asset specified in Part 5.(18)"Uncertificated security" means a security that is not represented by a certificate.(b) Other definitions applying to this chapter and the sections in which they appear are:Appropriate person §57A-8-107Control §57A-8-106Delivery §57A-8-301Investment company security §57A-8-103Issuer §57A-8-201Overissue §57A-8-210Protected purchaser §57A-8-303Securities account §57A-8-501(c) In addition, chapter 57A-1 contains general definitions and principles of construction and interpretation applicable throughout this chapter.(d) The characterization of a person, business, or transaction for purposes of this chapter does not determine the characterization of the person, business, or transaction for purposes of any other law, regulation, or rule. Source: SL 1998, ch 284, §1; SL 2008, ch 259, §41.