reglab/statecodes huggingface dataset:
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 8 - Uniform Commercial Code - Investment Securities › Part 3 - Transfer of Certificated and Uncertificated Securities › Section 306 - Effect of guaranteeing signature, indorsement, or instruction.

70A-8-306.
Effect of guaranteeing signature, indorsement, or instruction.
(1) A person who guarantees a signature of an indorser of a security certificate warrants that at the time of signing:
(a) the signature was genuine;
(b) the signer was an appropriate person to indorse, or if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person; and
(c) the signer had legal capacity to sign.
(2) A person who guarantees a signature of the originator of an instruction warrants that at the time of signing:
(a) the signature was genuine;
(b) the signer was an appropriate person to originate the instruction, or if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person, if the person specified in the instruction as the registered owner was, in fact, the registered owner, as to which fact the signature guarantor does not make a warranty; and
(c) the signer had legal capacity to sign.
(3) A person who specially guarantees the signature of an originator of an instruction makes the warranties of a signature guarantor under Subsection (2) and also warrants that at the time the instruction is presented to the issuer:
(a) the person specified in the instruction as the registered owner of the uncertificated security will be the registered owner; and
(b) the transfer of the uncertificated security requested in the instruction will be registered by the issuer free from all liens, security interests, restrictions, and claims other than those specified in the instruction.
(4) A guarantor under Subsection (1) and (2) or a special guarantor under Subsection (3) does not otherwise warrant the rightfulness of the transfer.
(5) A person who guarantees an indorsement of a security certificate makes the warranties of a signature guarantor under Subsection (1) and also warrants the rightfulness of the transfer in all respects.
(6) A person who guarantees an instruction requesting the transfer of an uncertificated security makes the warranties of a special signature guarantor under Subsection (3) and also warrants the rightfulness of the transfer in all respects.
(7) An issuer may not require a special guaranty of signature, a guaranty of indorsement, or a guaranty of instruction as a condition to registration of transfer.
(8) The warranties under this section are made to a person taking or dealing with the security in reliance on the guaranty, and the guarantor is liable to the person for loss resulting from their breach. An indorser or originator of an instruction whose signature, indorsement, or instruction has been guaranteed is liable to a guarantor for any loss suffered by the guarantor as a result of breach of the warranties of the guarantor.
Repealed and Re-enacted by Chapter 204, 1996 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 8 - Uniform Commercial Code - Investment Securities › Part 3 - Transfer of Certificated and Uncertificated Securities › Section 307 - Purchaser's right to requisites for registration of transfer.

70A-8-307.
Purchaser's right to requisites for registration of transfer.
Unless otherwise agreed, the transferor of a security on due demand shall supply the purchaser with proof of authority to transfer or with any other requisite necessary to obtain registration of the transfer of the security, but if the transfer is not for value, a transferor need not comply unless the purchaser pays the necessary expenses. If the transferor fails within a reasonable time to comply with the demand, the purchaser may reject or rescind the transfer.
Repealed and Re-enacted by Chapter 204, 1996 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 8 - Uniform Commercial Code - Investment Securities › Part 4 - Registration › Section 401 - Duty of issuer to register transfer.

70A-8-401.
Duty of issuer to register transfer.
(1) If a certificated security in registered form is presented to an issuer with a request to register transfer or an instruction is presented to an issuer with a request to register transfer of an uncertificated security, the issuer shall register the transfer as requested if:
(a) under the terms of the security the person seeking registration of transfer is eligible to have the security registered in its name;
(b) the indorsement or instruction is made by the appropriate person or by an agent who has actual authority to act on behalf of the appropriate person;
(c) reasonable assurance is given that the indorsement or instruction is genuine and authorized as provided in Section 70A-8-402;
(d) any applicable law relating to the collection of taxes has been complied with;
(e) the transfer does not violate any restriction on transfer imposed by the issuer in accordance with Section 70A-8-204;
(f) a demand that the issuer not register transfer has not become effective under Section 70A-8-403, or the issuer has complied with Subsection 70A-8-403(2) but no legal process or indemnity bond is obtained as provided in Subsection 70A-8-403(4); and
(g) the transfer is in fact rightful or is to a protected purchaser.
(2) If an issuer is under a duty to register a transfer of a security, the issuer is liable to a person presenting a certificated security or an instruction for registration or to the person's principal for loss resulting from unreasonable delay in registration or failure or refusal to register the transfer.
Repealed and Re-enacted by Chapter 204, 1996 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 8 - Uniform Commercial Code - Investment Securities › Part 4 - Registration › Section 402 - Assurance that indorsement or instruction is effective.

70A-8-402.
Assurance that indorsement or instruction is effective.
(1) An issuer may require the following assurance that each necessary indorsement or each instruction is genuine and authorized:
(a) in all cases, a guaranty of the signature of the person making an indorsement or originating an instruction including, in the case of an instruction, reasonable assurance of identity;
(b) if the indorsement is made or the instruction is originated by an agent, appropriate assurance of actual authority to sign;
(c) if the indorsement is made or the instruction is originated by a fiduciary pursuant to Subsection 70A-8-106(1)(d) or (1)(e), appropriate evidence of appointment or incumbency;
(d) if there is more than one fiduciary, reasonable assurance that all who are required to sign have done so; and
(e) if the indorsement is made or the instruction is originated by a person not covered by another provision of this subsection, assurance appropriate to the case corresponding as nearly as may be to the provisions of this subsection.
(2) An issuer may elect to require reasonable assurance beyond that specified in this section.
(3) In this section:
(a) "Guaranty of the signature" means a guaranty signed by or on behalf of a person reasonably believed by the issuer to be responsible. An issuer may adopt standards with respect to responsibility if they are not manifestly unreasonable.
(b) "Appropriate evidence of appointment or incumbency" means:
(i) in the case of a fiduciary appointed or qualified by a court, a certificate issued by or under the direction or supervision of the court or an officer thereof and dated within 60 days before the date of presentation for transfer; or
(ii) in any other case, a copy of a document showing the appointment or a certificate issued by or on behalf of a person reasonably believed by an issuer to be responsible or, in the absence of that document or certificate, other evidence the issuer reasonably considers appropriate.
Repealed and Re-enacted by Chapter 204, 1996 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 8 - Uniform Commercial Code - Investment Securities › Part 4 - Registration › Section 403 - Demand that issuer not register transfer.

70A-8-403.
Demand that issuer not register transfer.
(1) A person who is an appropriate person to make an indorsement or originate an instruction may demand that the issuer not register transfer of a security by communicating to the issuer a notification that identifies the registered owner and the issue of which the security is a part and provides an address for communications directed to the person making the demand. The demand is effective only if it is received by the issuer at a time and in a manner affording the issuer reasonable opportunity to act on it.
(2) If a certificated security in registered form is presented to an issuer with a request to register transfer or an instruction is presented to an issuer with a request to register transfer of an uncertificated security after a demand that the issuer not register transfer has become effective, the issuer shall promptly communicate to:
(a) the person who initiated the demand at the address provided in the demand; and
(b) the person who presented the security for registration of transfer or initiated the instruction requesting registration of transfer a notification stating that:
(i) the certificated security has been presented for registration of transfer or the instruction for registration of transfer of the uncertificated security has been received;
(ii) a demand that the issuer not register transfer had previously been received; and
(iii) the issuer will withhold registration of transfer for a period of time stated in the notification in order to provide the person who initiated the demand an opportunity to obtain legal process or an indemnity bond.
(3) The period described in Subsection (2)(b)(iii) may not exceed 30 days after the date of communication of the notification. A shorter period may be specified by the issuer if it is not manifestly unreasonable.
(4) An issuer is not liable to a person who initiated a demand that the issuer not register transfer for any loss the person suffers as a result of registration of a transfer pursuant to an effective indorsement or instruction if the person who initiated the demand does not, within the time stated in the issuer's communication, either:
(a) obtain an appropriate restraining order, injunction, or other process from a court of competent jurisdiction enjoining the issuer from registering the transfer; or
(b) file with the issuer an indemnity bond, sufficient in the issuer's judgment to protect the issuer and any transfer agent, registrar, or other agent of the issuer involved from any loss it or they may suffer by refusing to register the transfer.
(5) This section does not relieve an issuer from liability for registering transfer pursuant to an indorsement or instruction that was not effective.
Repealed and Re-enacted by Chapter 204, 1996 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 8 - Uniform Commercial Code - Investment Securities › Part 4 - Registration › Section 404 - Wrongful registration.

70A-8-404.
Wrongful registration.
(1) Except as otherwise provided in Section 70A-8-406, an issuer is liable for wrongful registration of transfer if the issuer has registered a transfer of a security to a person not entitled to it, and the transfer was registered:
(a) pursuant to an ineffective indorsement or instruction;
(b) after a demand that the issuer not register transfer became effective under Subsection 70A-8-403(1) and the issuer did not comply with Subsection 70A-8-403(2);
(c) after the issuer had been served with an injunction, restraining order, or other legal process enjoining it from registering the transfer, issued by a court of competent jurisdiction, and the issuer had a reasonable opportunity to act on the injunction, restraining order, or other legal process; or
(d) by an issuer acting in collusion with the wrongdoer.
(2) An issuer that is liable for wrongful registration of transfer under Subsection (1) on demand shall provide the person entitled to the security with a like certificated or uncertificated security, and any payments or distributions that the person did not receive as a result of the wrongful registration. If an overissue would result, the issuer's liability to provide the person with a like security is governed by Section 70A-8-210.
(3) Except as otherwise provided in Subsection (1) or in a law relating to the collection of taxes, an issuer is not liable to an owner or other person suffering loss as a result of the registration of a transfer of a security if registration was made pursuant to an effective indorsement or instruction.
Repealed and Re-enacted by Chapter 204, 1996 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 8 - Uniform Commercial Code - Investment Securities › Part 4 - Registration › Section 405 - Replacement of lost, destroyed, or wrongfully taken security certificate.

70A-8-405.
Replacement of lost, destroyed, or wrongfully taken security certificate.
(1) If an owner of a certificated security, whether in registered or bearer form, claims that the certificate has been lost, destroyed, or wrongfully taken, the issuer shall issue a new certificate if the owner:
(a) requests that a new certificate be issued before the issuer has notice that the certificate has been acquired by a protected purchaser;
(b) files with the issuer a sufficient indemnity bond; and
(c) satisfies other reasonable requirements imposed by the issuer.
(2)
(a) If, after the issue of a new certificate, a protected purchaser of the original certificate presents it for registration of transfer, the issuer shall register the transfer unless an overissue would result.
(b) If an overissue would result from registration of transfer, the issuer's liability is governed by Section 70A-8-210.
(c) In addition to any rights on the indemnity bond, an issuer may recover the new certificate from a person to whom it was issued or any person taking under that person, except a protected purchaser.
(3) On and after July 1, 2011, this section does not apply to the replacement of a lost, destroyed, or wrongfully taken share certificate of a water company. Section 70A-8-409.1 governs replacement of a lost, destroyed, or wrongfully taken share certificate of a water company.
(4) On and after May 8, 2012, this section does not apply to the replacement of a lost, destroyed, or wrongfully taken share certificate of a land company. Section 70A-8-409.1 governs the replacement of a lost, destroyed, or wrongfully taken share certificate of a land company.
Amended by Chapter 386, 2012 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 8 - Uniform Commercial Code - Investment Securities › Part 4 - Registration › Section 406 - Obligation to notify issuer of lost, destroyed, or wrongfully taken security certificate.

70A-8-406.
Obligation to notify issuer of lost, destroyed, or wrongfully taken security certificate.
(1) If a security certificate has been lost, apparently destroyed, or wrongfully taken, and the owner fails to notify the issuer of that fact within the reasonable time after the owner has notice of it and the issuer registers a transfer of the security before receiving notification, the owner may not assert against the issuer a claim for registering the transfer under Section 70A-8-404 or a claim to a new security certificate under Section 70A-8-405.
(2) On and after July 1, 2011, Subsection (1) does not apply to the replacement of a lost, destroyed, or wrongfully taken share certificate of a water company. Section 70A-8-409.1 governs replacement of a lost, destroyed, or wrongfully taken share certificate of a water company.
(3) On and after May 8, 2012, Subsection (1) does not apply to the replacement of a lost, destroyed, or wrongfully taken share certificate of a land company. Section 70A-8-409.1 governs the replacement of a lost, destroyed, or wrongfully taken share certificate of a land company.
Amended by Chapter 386, 2012 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 8 - Uniform Commercial Code - Investment Securities › Part 4 - Registration › Section 407 - Authenticating trustee, transfer agent, and registrar.

70A-8-407.
Authenticating trustee, transfer agent, and registrar.
A person acting as authenticating trustee, transfer agent, registrar, or other agent for an issuer in the registration of a transfer of its securities, in the issue of new security certificates or uncertificated securities, or in the cancellation of surrendered security certificates has the same obligation to the holder or owner of a certificated or uncertificated security with regard to the particular functions performed as the issuer has in regard to those functions.
Repealed and Re-enacted by Chapter 204, 1996 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 8 - Uniform Commercial Code - Investment Securities › Part 5 - Security Entitlements › Section 501 - Securities account -- Acquisition of security entitlement from securities intermediary.

70A-8-501.
Securities account -- Acquisition of security entitlement from securities intermediary.
(1) "Securities account" means an account to which a financial asset is or may be credited in accordance with an agreement under which the person maintaining the account undertakes to treat the person for whom the account is maintained as entitled to exercise the rights that comprise the financial asset.
(2) Except as otherwise provided in Subsections (4) and (5), a person acquires a security entitlement if a securities intermediary:
(a) indicates by book entry that a financial asset has been credited to the person's securities account;
(b) receives a financial asset from the person or acquires a financial asset for the person and, in either case, accepts it for credit to the person's securities account; or
(c) becomes obligated under other law, regulation, or rule to credit a financial asset to the person's securities account.
(3) If a condition of Subsection (2) has been met, a person has a security entitlement even though the securities intermediary does not itself hold the financial asset.
(4) If a securities intermediary holds a financial asset for another person, and the financial asset is registered in the name of, payable to the order of, or specially indorsed to the other person, and has not been indorsed to the securities intermediary or in blank, the other person is treated as holding the financial asset directly rather than as having a security entitlement with respect to the financial asset.
(5) Issuance of a security is not establishment of a security entitlement.
Enacted by Chapter 204, 1996 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 8 - Uniform Commercial Code - Investment Securities › Part 5 - Security Entitlements › Section 502 - Assertion of adverse claim against entitlement holder.

70A-8-502.
Assertion of adverse claim against entitlement holder.
An action based on an adverse claim to a financial asset, whether framed in conversion, replevin, constructive trust, equitable lien, or other theory, may not be asserted against a person who acquires a security entitlement under Section 70A-8-501 for value and without notice of the adverse claim.
Enacted by Chapter 204, 1996 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 8 - Uniform Commercial Code - Investment Securities › Part 5 - Security Entitlements › Section 503 - Property interest of entitlement holder in financial asset held by securities intermediary.

70A-8-503.
Property interest of entitlement holder in financial asset held by securities intermediary.
(1) To the extent necessary for a securities intermediary to satisfy all security entitlements with respect to a particular financial asset, all interests in that financial asset held by the securities intermediary are held by the securities intermediary for the entitlement holders, are not property of the securities intermediary, and are not subject to claims of creditors of the securities intermediary, except as otherwise provided in Section 70A-8-511.
(2) An entitlement holder's property interest with respect to a particular financial asset under Subsection (1) is a pro rata property interest in all interests in that financial asset held by the securities intermediary, without regard to the time the entitlement holder acquired the security entitlement or the time the securities intermediary acquired the interest in that financial asset.
(3) An entitlement holder's property interest with respect to a particular financial asset under Subsection (1) may be enforced against the securities intermediary only by exercise of that entitlement holder's rights under Sections 70A-8-505 through 70A-8-508.
(4)
(a) An entitlement holder's property interest with respect to a particular financial asset under Subsection (1) may be enforced against a purchaser of the financial asset or interest therein only if:
(i) insolvency proceedings have been initiated by or against the securities intermediary;
(ii) the securities intermediary does not have sufficient interests in the financial asset to satisfy the security entitlements of all of its entitlement holders to that financial asset;
(iii) the securities intermediary violated its obligations under Section 70A-8-504 by transferring the financial asset or interest therein to the purchaser; and
(iv) the purchaser is not protected under Subsection (5).
(b) The trustee or other liquidator, acting on behalf of all entitlement holders having security entitlements with respect to a particular financial asset, may recover the financial asset, or interest therein, from the purchaser. If the trustee or other liquidator elects not to pursue that right, an entitlement holder whose security entitlement remains unsatisfied has the right to recover its interest in the financial asset from the purchaser.
(5) An action based on the entitlement holder's property interest with respect to a particular financial asset under Subsection (1), whether framed in conversion, replevin, constructive trust, equitable lien, or other theory, may not be asserted against any purchaser of a financial asset or interest therein who gives value, obtains control, and does not act in collusion with the securities intermediary in violating the securities intermediary's obligations under Section 70A-8-504.
Enacted by Chapter 204, 1996 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 8 - Uniform Commercial Code - Investment Securities › Part 5 - Security Entitlements › Section 504 - Duty of securities intermediary to maintain financial asset.

70A-8-504.
Duty of securities intermediary to maintain financial asset.
(1) A securities intermediary shall promptly obtain and thereafter maintain a financial asset in a quantity corresponding to the aggregate of all security entitlements it has established in favor of its entitlement holders with respect to that financial asset. The securities intermediary may maintain those financial assets directly or through one or more other securities intermediaries.
(2) Except to the extent otherwise agreed by its entitlement holder, a securities intermediary may not grant any security interests in a financial asset it is obligated to maintain pursuant to Subsection (1).
(3) A securities intermediary satisfies the duty in Subsection (1) if:
(a) the securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or
(b) in the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to obtain and maintain the financial asset.
(4) This section does not apply to a clearing corporation that is itself the obligor of an option or similar obligation to which its entitlement holders have security entitlements.
Enacted by Chapter 204, 1996 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 8 - Uniform Commercial Code - Investment Securities › Part 5 - Security Entitlements › Section 505 - Duty of securities intermediary with respect to payments and distributions.

70A-8-505.
Duty of securities intermediary with respect to payments and distributions.
(1) A securities intermediary shall take action to obtain a payment or distribution made by the issuer of a financial asset. A securities intermediary satisfies the duty if:
(a) the securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or
(b) in the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to attempt to obtain the payment or distribution.
(2) A securities intermediary is obligated to its entitlement holder for a payment or distribution made by the issuer of a financial asset if the payment or distribution is received by the securities intermediary.
Enacted by Chapter 204, 1996 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 8 - Uniform Commercial Code - Investment Securities › Part 5 - Security Entitlements › Section 506 - Duty of securities intermediary to exercise rights as directed by entitlement holder.

70A-8-506.
Duty of securities intermediary to exercise rights as directed by entitlement holder.
A securities intermediary shall exercise rights with respect to a financial asset if directed to do so by an entitlement holder. A securities intermediary satisfies the duty if:
(1) the securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or
(2) in the absence of agreement, the securities intermediary either places the entitlement holder in a position to exercise the rights directly or exercises due care in accordance with reasonable commercial standards to follow the direction of the entitlement holder.
Enacted by Chapter 204, 1996 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 8 - Uniform Commercial Code - Investment Securities › Part 5 - Security Entitlements › Section 507 - Duty of securities intermediary to comply with entitlement order.

70A-8-507.
Duty of securities intermediary to comply with entitlement order.
(1) A securities intermediary shall comply with an entitlement order if the entitlement order is originated by the appropriate person, the securities intermediary has had reasonable opportunity to assure itself that the entitlement order is genuine and authorized, and the securities intermediary has had reasonable opportunity to comply with the entitlement order. A securities intermediary satisfies the duty if:
(a) the securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or
(b) in the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to comply with the entitlement order.
(2) If a securities intermediary transfers a financial asset pursuant to an ineffective entitlement order, the securities intermediary shall reestablish a security entitlement in favor of the person entitled to it, and pay or credit any payments or distributions that the person did not receive as a result of the wrongful transfer. If the securities intermediary does not reestablish a security entitlement, the securities intermediary is liable to the entitlement holder for damages.
Enacted by Chapter 204, 1996 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 8 - Uniform Commercial Code - Investment Securities › Part 5 - Security Entitlements › Section 508 - Duty of securities intermediary to change entitlement holder's position to other form of security holding.

70A-8-508.
Duty of securities intermediary to change entitlement holder's position to other form of security holding.
A securities intermediary shall act at the direction of an entitlement holder to change a security entitlement into another available form of holding for which the entitlement holder is eligible, or to cause the financial asset to be transferred to a securities account of the entitlement holder with another securities intermediary. A securities intermediary satisfies the duty if:
(1) the securities intermediary acts as agreed upon by the entitlement holder and the securities intermediary; or
(2) in the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to follow the direction of the entitlement holder.
Enacted by Chapter 204, 1996 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 8 - Uniform Commercial Code - Investment Securities › Part 5 - Security Entitlements › Section 509 - Specification of duties of securities intermediary by other statute or regulation -- Manner of performance of duties of securities intermediary and exercise of rights of entitlement holder.

70A-8-509.
Specification of duties of securities intermediary by other statute or regulation -- Manner of performance of duties of securities intermediary and exercise of rights of entitlement holder.
(1) If the substance of a duty imposed upon a securities intermediary by Sections 70A-8-504 through 70A-8-508 is the subject of other statute, regulation, or rule, compliance with that statute, regulation, or rule satisfies the duty.
(2) To the extent that specific standards for the performance of the duties of a securities intermediary or the exercise of the rights of an entitlement holder are not specified by other statute, regulation, or rule or by agreement between the securities intermediary and entitlement holder, the securities intermediary shall perform its duties and the entitlement holder shall exercise its rights in a commercially reasonable manner.
(3) The obligation of a securities intermediary to perform the duties imposed by Sections 70A-8-504 through 70A-8-508 is subject to:
(a) rights of the securities intermediary arising out of a security interest under a security agreement with the entitlement holder or otherwise; and
(b) rights of the securities intermediary under other law, regulation, rule, or agreement to withhold performance of its duties as a result of unfulfilled obligations of the entitlement holder to the securities intermediary.
(4) Sections 70A-8-504 through 70A-8-508 do not require a securities intermediary to take any action that is prohibited by other statute, regulation, or rule.
Enacted by Chapter 204, 1996 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 8 - Uniform Commercial Code - Investment Securities › Part 5 - Security Entitlements › Section 510 - Rights of purchaser of security entitlement from entitlement holder.

70A-8-510.
Rights of purchaser of security entitlement from entitlement holder.
(1) In a case not covered by the priority rules in Chapter 9a, Uniform Commercial Code - Secured Transactions, or the rules stated in Subsection (3), an action based on an adverse claim to a financial asset or security entitlement, whether framed in conversion, replevin, constructive trust, equitable lien, or other theory, may not be asserted against a person who purchases a security entitlement, or an interest therein, from an entitlement holder if the purchaser gives value, does not have notice of the adverse claim, and obtains control.
(2) If an adverse claim could not have been asserted against an entitlement holder under Section 70A-8-502, the adverse claim cannot be asserted against a person who purchases a security entitlement, or an interest therein, from the entitlement holder.
(3) In a case not covered by the priority rules in Chapter 9a, Uniform Commercial Code - Secured Transactions, a purchaser for value of a security entitlement, or an interest therein, who obtains control has priority over a purchaser of a security entitlement, or an interest therein, who does not obtain control. Except as otherwise provided in Subsection (4), purchasers who have control rank according to priority in time of:
(a) the purchaser's becoming the person for whom the securities account, in which the security entitlement is carried, is maintained, if the purchaser obtained control under Subsection 70A-8-105(4)(a);
(b) the securities intermediary's agreement to comply with the purchaser's entitlement orders with respect to security entitlements carried or to be carried in the securities account in which the security entitlement is carried, if the purchaser obtained control under Subsection 70A-8-105(4)(b); or
(c) if the purchaser obtained control through another person under Subsection 70A-8-105(4)(c), the time on which priority would be based under this subsection if the other person were the secured party.
(4) A securities intermediary as purchaser has priority over a conflicting purchaser who has control unless otherwise agreed by the securities intermediary.
Amended by Chapter 252, 2000 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 8 - Uniform Commercial Code - Investment Securities › Part 5 - Security Entitlements › Section 511 - Priority among security interests and entitlement holders.

70A-8-511.
Priority among security interests and entitlement holders.
(1) Except as otherwise provided in Subsections (2) and (3), if a securities intermediary does not have sufficient interests in a particular financial asset to satisfy both its obligations to entitlement holders who have security entitlements to that financial asset and its obligation to a creditor of the securities intermediary who has a security interest in that financial asset, the claims of entitlement holders, other than the creditor, have priority over the claim of the creditor.
(2) A claim of a creditor of a securities intermediary who has a security interest in a financial asset held by a securities intermediary has priority over claims of the securities intermediary's entitlement holders who have security entitlements with respect to that financial asset if the creditor has control over the financial asset.
(3) If a clearing corporation does not have sufficient financial assets to satisfy both its obligations to entitlement holders who have security entitlements with respect to a financial asset and its obligation to a creditor of the clearing corporation who has a security interest in that financial asset, the claim of the creditor has priority over the claims of entitlement holders.
Enacted by Chapter 204, 1996 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 8 - Uniform Commercial Code - Investment Securities › Part 6 - Transition Provisions › Section 601 - Transition provisions.

70A-8-601.
Transition provisions.
(1) This act does not affect an action or proceeding commenced before this act takes effect.
(2) If a security interest in a security is perfected at the date this act takes effect, and the action by which the security interest was perfected would suffice to perfect a security interest under this act, no further action is required to continue perfection. If a security interest in a security is perfected at the date this act takes effect but the action by which the security interest was perfected would not suffice to perfect a security interest under this act, the security interest remains perfected for a period of four months after the effective date and continues perfected thereafter if appropriate action to perfect under this act is taken within that period. If a security interest is perfected at the date this act takes effect and the security interest can be perfected by filing under this act, a financing statement signed by the secured party instead of the debtor may be filed within that period to continue perfection or thereafter to perfect.
Enacted by Chapter 204, 1996 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 9a - Uniform Commercial Code - Secured Transactions › Part 1 - General Provisions › Section 102.1 - Definitions from other chapters.

70A-9a-102.1.
Definitions from other chapters.
(1) "Control" as provided in Section 70A-7a-106 and the following definitions in other chapters of this title apply to this chapter:
(a) "Applicant" Section 70A-5-102.
(b) "Beneficiary" Section 70A-5-102.
(c) "Broker" Section 70A-8-101.
(d) "Certificated security" Section 70A-8-101.
(e) "Check" Section 70A-3-104.
(f) "Clearing corporation" Section 70A-8-101.
(g) "Contract for sale" Section 70A-2-106.
(h) "Customer" Section 70A-4-104.
(i) "Entitlement holder" Section 70A-8-101.
(j) "Financial asset" Section 70A-8-101.
(k) "Holder in due course" Section 70A-3-302.
(l)
(i) "Issuer" (with respect to a letter of credit or letter-of-credit right) Section 70A-5-102.
(ii) "Issuer" (with respect to a security) Section 70A-8-201.
(iii) "Issuer" (with respect to documents of title) Section 70A-7a-102.
(m) "Lease" Section 70A-2a-103.
(n) "Lease agreement" Section 70A-2a-103.
(o) "Lease contract" Section 70A-2a-103.
(p) "Leasehold interest" Section 70A-2a-103.
(q) "Lessee" Section 70A-2a-103.
(r) "Lessee in ordinary course of business" Section 70A-2a-103.
(s) "Lessor" Section 70A-2a-103.
(t) "Lessor's residual interest" Section 70A-2a-103.
(u) "Letter of credit" Section 70A-5-102.
(v) "Merchant" Section 70A-2-104.
(w) "Negotiable instrument" Section 70A-3-104.
(x) "Nominated person" Section 70A-5-102.
(y) "Note" Section 70A-3-104.
(z) "Proceeds of a letter of credit" Section 70A-5-114.
(aa) "Prove" Section 70A-3-103.
(bb) "Sale" Section 70A-2-106.
(cc) "Securities account" Section 70A-8-501.
(dd) "Securities intermediary" Section 70A-8-101.
(ee) "Security" Section 70A-8-101.
(ff) "Security certificate" Section 70A-8-101.
(gg) "Security entitlement" Section 70A-8-101.
(hh) "Uncertificated security" Section 70A-8-101.
(2)Chapter 1a, Uniform Commercial Code - General Provisions, contains general definitions and principles of construction and interpretation applicable throughout this chapter.
Amended by Chapter 272, 2007 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 9a - Uniform Commercial Code - Secured Transactions › Part 1 - General Provisions › Section 104 - Control of deposit account.

70A-9a-104.
Control of deposit account.
(1) A secured party has control of a deposit account if:
(a) the secured party is the bank with which the deposit account is maintained;
(b) the debtor, secured party, and bank have agreed in an authenticated record that the bank will comply with instructions originated by the secured party directing disposition of the funds in the deposit account without further consent by the debtor; or
(c) the secured party becomes the bank's customer with respect to the deposit account.
(2) A secured party that has satisfied Subsection (1) has control, even if the debtor retains the right to direct the disposition of funds from the deposit account.
Enacted by Chapter 252, 2000 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 9a - Uniform Commercial Code - Secured Transactions › Part 1 - General Provisions › Section 105 - Control of electronic chattel paper.

70A-9a-105.
Control of electronic chattel paper.
(1) A secured party has control of electronic chattel paper if a system employed by evidencing the transfer of interests in the chattel paper reliably establishes the secured party as the person to whom the chattel paper was assigned.
(2) A system satisfies Subsection (1) if the record or records comprising the chattel paper are created, stored, and assigned in such a manner that:
(a) a single authoritative copy of the record or records exists which is unique, identifiable and, except as otherwise provided in Subsections (2)(d), (e), and (f), unalterable;
(b) the authoritative copy identifies the secured party as the assignee of the record or records;
(c) the authoritative copy is communicated to and maintained by the secured party or its designated custodian;
(d) copies or amendments that add or change an identified assignee of the authoritative copy can be made only with the consent of the secured party;
(e) each copy of the authoritative copy and any copy of a copy is readily identifiable as a copy that is not the authoritative copy; and
(f) any amendment of the authoritative copy is readily identifiable as authorized or unauthorized.
Amended by Chapter 225, 2013 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 9a - Uniform Commercial Code - Secured Transactions › Part 1 - General Provisions › Section 106 - Control of investment property.

70A-9a-106.
Control of investment property.
(1) A person has control of a certificated security, uncertificated security, or security entitlement as provided in Section 70A-8-105.
(2) A secured party has control of a commodity contract if:
(a) the secured party is the commodity intermediary with which the commodity contract is carried; or
(b) the commodity customer, secured party, and commodity intermediary have agreed that the commodity intermediary will apply any value distributed on account of the commodity contract as directed by the secured party without further consent by the commodity customer.
(3) A secured party having control of all security entitlements or commodity contracts carried in a securities account or commodity account has control over the securities account or commodity account.
Enacted by Chapter 252, 2000 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 9a - Uniform Commercial Code - Secured Transactions › Part 1 - General Provisions › Section 107 - Control of letter-of-credit right.

70A-9a-107.
Control of letter-of-credit right.
A secured party has control of a letter-of-credit right to the extent of any right to payment or performance by the issuer or any nominated person if the issuer or nominated person has consented to an assignment of proceeds of the letter of credit under Subsection 70A-5-114(3) or otherwise applicable law or practice.
Enacted by Chapter 252, 2000 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 9a - Uniform Commercial Code - Secured Transactions › Part 1 - General Provisions › Section 108 - Sufficiency of description.

70A-9a-108.
Sufficiency of description.
(1) Except as otherwise provided in Subsections (3), (4), and (5), a description of personal or real property is sufficient, whether or not it is specific, if it reasonably identifies what is described.
(2) Except as otherwise provided in Subsection (4), a description of collateral reasonably identifies the collateral if it identifies the collateral by:
(a) specific listing;
(b) category;
(c) except as otherwise provided in Subsection (5), a type of collateral defined in this title;
(d) quantity;
(e) computational or allocational formula or procedure; or
(f) except as otherwise provided in Subsection (3), any other method, if the identity of the collateral is objectively determinable.
(3) A description of collateral as "all the debtor's assets" or "all the debtor's personal property" or using words of similar import does not reasonably identify the collateral.
(4) Except as otherwise provided in Subsection (5), a description of a security entitlement, securities account, or commodity account is sufficient if it describes:
(a) the collateral by those terms or as investment property; or
(b) the underlying financial asset or commodity contract.
(5) A description only by type of collateral defined in this title is an insufficient description of:
(a) a commercial tort claim; or
(b) in a consumer transaction, consumer goods, a security entitlement, a securities account, or a commodity account.
Enacted by Chapter 252, 2000 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 9a - Uniform Commercial Code - Secured Transactions › Part 1 - General Provisions › Section 110 - Security interests arising under Chapter 2 or 2a.

70A-9a-110.
Security interests arising under Chapter 2 or 2a.
A security interest arising under Section 70A-2-401 or 70A-2-505, or Subsection 70A-2-711(3) or 70A-2a-508(5) is subject to this chapter. However, until the debtor obtains possession of the goods:
(1) the security interest is enforceable, even if Subsection 70A-9a-203(2)(c) has not been satisfied;
(2) filing is not required to perfect the security interest;
(3) the rights of the secured party after default by the debtor are governed by Chapter 2, Uniform Commercial Code - Sales or Chapter 2a, Uniform Commercial Code - Leases; and
(4) the security interest has priority over a conflicting security interest created by the debtor.
Enacted by Chapter 252, 2000 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 9a - Uniform Commercial Code - Secured Transactions › Part 2 - Effectiveness of Security Agreement - Attachment of Security Interest - Rights of Parties to Security Agreement › Section 201 - General effectiveness of security agreement.

70A-9a-201.
General effectiveness of security agreement.
(1) Except as otherwise provided in this title, a security agreement is effective according to its terms between the parties, against purchasers of the collateral, and against creditors.
(2) A transaction subject to this chapter is subject to:
(a) any applicable rule of law which establishes a different rule for consumers; and
(b)Title 70C, Utah Consumer Credit Code.
(3) In case of conflict between this chapter and a rule of law, statute, or regulation described in Subsection (2), the rule of law, statute, or regulation controls. Failure to comply with a statute or regulation described in Subsection (2) has only the effect the statute or regulation specifies.
(4) This chapter does not:
(a) validate any rate, charge, agreement, or practice that violates a rule of law, statute, or regulation described in Subsection (2); or
(b) extend the application of the rule of law, statute, or regulation to a transaction not otherwise subject to it.
Enacted by Chapter 252, 2000 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 9a - Uniform Commercial Code - Secured Transactions › Part 2 - Effectiveness of Security Agreement - Attachment of Security Interest - Rights of Parties to Security Agreement › Section 202 - Title to collateral immaterial.

70A-9a-202.
Title to collateral immaterial.
Except as otherwise provided with respect to consignments or sales of accounts, chattel paper, payment intangibles, or promissory notes, the provisions of this chapter with regard to rights and obligations apply whether title to collateral is in the secured party or the debtor.
Enacted by Chapter 252, 2000 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 9a - Uniform Commercial Code - Secured Transactions › Part 2 - Effectiveness of Security Agreement - Attachment of Security Interest - Rights of Parties to Security Agreement › Section 204 - After-acquired property -- Future advances.

70A-9a-204.
After-acquired property -- Future advances.
(1) Except as otherwise provided in Subsection (2), a security agreement may create or provide for a security interest in after-acquired collateral.
(2) A security interest does not attach under a term constituting an after-acquired property clause to:
(a) consumer goods, other than an accession when given as additional security, unless the debtor acquires rights in them within 10 days after the secured party gives value; or
(b) a commercial tort claim.
(3) A security agreement may provide that collateral secures, or that accounts, chattel paper, payment intangibles, or promissory notes are sold in connection with, future advances or other value, whether or not the advances or value are given pursuant to commitment.
Enacted by Chapter 252, 2000 General Session