2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 81 - Short Title and General Matters › Section 8102 - Definitions

§ 8102. Definitions.
(a) Definitions.
--The following words and phrases when used in this division shall have the meanings given to them in this subsection:
"Adverse claim."
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.
"Bearer form."
As applied to a certificated security, 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.
"Broker."
A person defined as a broker or dealer under the Federal securities laws, but without excluding a bank acting in that capacity.
"Certificated security."
A security that is represented by a certificate.
"Clearing corporation."
"Clearing corporation" means:
(1) a person that is registered as a "clearing agency" under the Federal securities laws;
(2) a Federal reserve bank; or
(3) 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.
"Communicate."
"Communicate" means to:
(1) send a signed writing; or
(2) transmit information by any mechanism agreed upon by the persons transmitting and receiving the information.
"Entitlement holder."
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 section 8501(b)(2) or (3) (relating to securities account; acquisition of security entitlement from securities intermediary), that person is the entitlement holder.
"Entitlement order."
A notification communicated to a securities intermediary directing transfer or redemption of a financial asset to which the entitlement holder has a security entitlement.
"Financial asset."
Except as otherwise provided in section 8103 (relating to rules for determining whether certain obligations and interests are securities or financial assets):
(1) a security;
(2) 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
(3) 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 division. 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.
"Good faith."
(Deleted by amendment).
"Indorsement."
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.
"Instruction."
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.
"Registered form."
As applied to a certificated security, a form in which:
(1) the security certificate specifies a person entitled to the security; and
(2) 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.
"Securities intermediary."
"Securities intermediary" means:
(1) a clearing corporation; or
(2) 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.
"Security."
Except as otherwise provided in section 8103 (relating to rules for determining whether certain obligations and interests are securities or financial assets), an obligation of an issuer or a share, participation or other interest in an issuer or in property or an enterprise of an issuer:
(1) 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;
(2) 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
(3) which:
(i) is, or is of a type, dealt in or traded on securities exchanges or securities markets; or
(ii) is a medium for investment and by its terms expressly provides that it is a security governed by this division.
"Security certificate."
A certificate representing a security.
"Security entitlement."
The rights and property interest of an entitlement holder with respect to a financial asset specified in Chapter 85 (relating to security entitlements).
"Uncertificated security."
A security that is not represented by a certificate.
(b) Index of other definitions.
--Other definitions applying to this division and the sections in which they appear are:
"Appropriate person."
Section 8107.
"Control."
Section 8106.
"Delivery."
Section 8301.
"Investment company security."
Section 8103.
"Issuer."
Section 8201.
"Overissue."
Section 8210.
"Protected purchaser."
Section 8303.
"Securities account."
Section 8501.
(c) Applicability of general definitions and principles.
--In addition, Division 1 (relating to general provisions) contains general definitions and principles of construction and interpretation applicable throughout this division.
(d) Characterizations of person, business or transaction limited.
--The characterization of a person, business or transaction for purposes of this division does not determine the characterization of the person, business or transaction for purposes of any other law, regulation or rule. (June 8, 2001, P.L.123, No.18, eff. July 1, 2001; Apr. 16, 2008, P.L.57, No.13, eff. 60 days)
2008 Amendment.
Act 13 deleted the def. of "good faith" in subsec. (a).
2001 Amendment.
Act 18 amended subsec. (a) intro. par.
Cross References.
Section 8102 is referred to in sections 4104, 8103, 9102 of this title.