WA Rev Code § 62A.8-102 (2021)
2021 Revised Code of Washington|Title 62A - Uniform Commercial Code|Chapter 62A.8 - Investment Securities.|62A.8-102 - Definitions.

RCW 62A.8-102 Definitions.(1) In this Article:(a) "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.(b) "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.(c) "Broker" means a person defined as a broker or dealer under the federal securities laws, but without excluding a bank acting in that capacity.(d) "Certificated security" means a security that is represented by a certificate.(e) "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 adoption of rules, are subject to regulation by a federal or state governmental authority.(f) "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.(g) "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 RCW 62A.8-501(2) (b) or (c), that person is the entitlement holder.(h) "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.(i) "Financial asset," except as otherwise provided in RCW 62A.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 Article.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.(j) [Reserved.](k) "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.(l) "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.(m) "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.(n) "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.(o) "Security," except as otherwise provided in RCW 62A.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 Article.(p) "Security certificate" means a certificate representing a security.(q) "Security entitlement" means the rights and property interest of an entitlement holder with respect to a financial asset specified in Part 5 of this Article.(r) "Uncertificated security" means a security that is not represented by a certificate.(2) Other definitions applying to this Article and the sections in which they appear are:Appropriate personRCW 62A.8-107ControlRCW 62A.8-106DeliveryRCW 62A.8-301Investment company securityRCW 62A.8-103IssuerRCW 62A.8-201OverissueRCW 62A.8-210Protected purchaserRCW 62A.8-303Securities accountRCW 62A.8-501(3) In addition Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article.(4) The characterization of a person, business, or transaction for purposes of this Article does not determine the characterization of the person, business, or transaction for purposes of any other law, regulation, or rule.[ 2012 c 214 § 1401; 1995 c 48 § 2; 1986 c 35 § 1; 1973 c 98 § 1; 1965 ex.s. c 157 § 8-102. Cf. former RCW 62.01.001; 1955 c 35 § 62.01.001; prior: 1899 c 149 § 1; RRS § 3392.]NOTES:Application—Savings—2012 c 214: See notes following RCW 62A.1-101.Effective date—1995 c 48: See RCW 62A.11-113.