2023 California Code › Commercial Code - COM › DIVISION 9 - SECURED TRANSACTIONS › CHAPTER 1 - General Provisions › Section 9105.

9105. (a) A purchaser has control of an authoritative electronic copy of a record evidencing chattel paper if a system employed for evidencing the assignment of interests in the chattel paper reliably establishes the purchaser as the person to which the authoritative electronic copy was assigned.
(b) A system satisfies subdivision (a) if the record or records evidencing the chattel paper are created, stored, and assigned in such a manner that each of the following conditions is satisfied:
(1) A single authoritative copy of the record or records exists which is unique, identifiable, and, except as otherwise provided in paragraphs (4), (5), and (6), unalterable.
(2) The authoritative copy identifies the purchaser as the assignee of the record or records.
(3) The authoritative copy is communicated to and maintained by the purchaser or its designated custodian.
(4) Copies or amendments that add or change an identified assignee of the authoritative copy can be made only with the consent of the purchaser.
(5) Each copy of the authoritative copy and any copy of a copy is readily identifiable as a copy that is not the authoritative copy.
(6) Any amendment of the authoritative copy is readily identifiable as authorized or unauthorized.
(c) A system satisfies subdivision (a), and a purchaser has control of an authoritative electronic copy of a record evidencing chattel paper, if the electronic copy, a record attached to or logically associated with the electronic copy, or a system in which the electronic copy is recorded satisfies each of the following conditions:
(1) It enables the purchaser readily to identify each electronic copy as either an authoritative copy or a nonauthoritative copy.
(2) It enables the purchaser readily to identify itself in any way, including by name, identifying number, cryptographic key, office, or account number, as the assignee of the authoritative electronic copy.
(3) It gives the purchaser exclusive power, subject to subdivision (d), to do both of the following:
(A) Prevent others from adding or changing an identified assignee of the authoritative electronic copy.
(B) Transfer control of the authoritative electronic copy.
(d) Subject to subdivision (e), a power is exclusive under subparagraphs (A) and (B) of paragraph (3) of subdivision (c) even if either of the following is true:
(1) The authoritative electronic copy, a record attached to or logically associated with the authoritative electronic copy, or a system in which the authoritative electronic copy is recorded limits the use of the authoritative electronic copy or has a protocol programmed to cause a change, including a transfer or loss of control.
(2) The power is shared with another person.
(e) A power of a purchaser is not shared with another person under paragraph (2) of subdivision (d) and the purchaser’s power is not exclusive if each of the following conditions is satisfied:
(1) The purchaser can exercise the power only if the power also is exercised by the other person.
(2) Either of the following is true:
(A) The other person can exercise the power without exercise of the power by the purchaser.
(B) The other person is the transferor to the purchaser of an interest in the chattel paper.
(f) If a purchaser has the powers specified in subparagraphs (A) and (B) of paragraph (3) of subdivision (c), the powers are presumed to be exclusive.
(g) A purchaser has control of an authoritative electronic copy of a record evidencing chattel paper if another person, other than the transferor to the purchaser of an interest in the chattel paper, satisfies either of the following conditions:
(1) The other person has control of the authoritative electronic copy and acknowledges that it has control on behalf of the purchaser.
(2) The other person obtains control of the authoritative electronic copy after having acknowledged that it will obtain control of the electronic copy on behalf of the purchaser.
(Amended by Stats. 2023, Ch. 210, Sec. 26. (SB 95) Effective January 1, 2024.)