Senate
File
2389
-
Enrolled
Senate
File
2389
AN
ACT
RELATING
TO
COMMERCIAL
TRANSACTIONS,
INCLUDING
CONTROL
AND
TRANSMISSION
OF
ELECTRONIC
RECORDS
AND
DIGITAL
ASSETS.
BE
IT
ENACTED
BY
THE
GENERAL
ASSEMBLY
OF
THE
STATE
OF
IOWA:
DIVISION
I
UNIFORM
COMMERCIAL
CODE
PART
A
ARTICLE
14
CONTROLLABLE
ELECTRONIC
RECORDS
Section
1.
Section
554.14101,
Code
2024,
is
amended
to
read
as
follows:
554.14101
Short
title.
This
Article
may
be
cited
as
the
Uniform
Commercial
Code
——
Controllable
Electronic
Records.
Sec.
2.
Section
554.14102,
Code
2024,
is
amended
to
read
as
follows:
554.14102
Definitions.
1.
Article
14
definitions.
Article
14
definitions.
In
this
Article
:
a.
“Controllable
electronic
record”
means
a
record
stored
in
an
electronic
medium
that
can
be
subjected
to
control
under
section
554.14105
.
The
term
does
not
include
a
controllable
account,
a
controllable
payment
intangible,
a
deposit
account,
electronic
chattel
paper,
an
electronic
copy
of
a
record
evidencing
chattel
paper,
an
electronic
document
of
title,
electronic
money,
investment
property,
or
a
transferable
Senate
File
2389,
p.
2
record.
b.
“Qualifying
purchaser”
means
a
purchaser
of
a
controllable
electronic
record
or
an
interest
in
the
a
controllable
electronic
record
that
obtains
control
of
the
controllable
electronic
record
for
value,
in
good
faith,
and
without
notice
of
a
claim
of
a
property
right
in
the
controllable
electronic
record.
c.
“Transferable
record”
means
has
the
meaning
provided
for
that
term
in
:
(1)
“Transferable
record”
,
as
defined
in
the
federal
Section
201(a)(1)
of
the
Electronic
Signatures
in
Global
and
National
Commerce
Act,
15
U.S.C.
§7021(a)(1),
as
amended
.
;
or
(2)
“Transferable
record”
as
defined
in
the
uniform
electronic
transactions
Uniform
Electronic
Transactions
Act,
section
554D.118,
subsection
1
.
d.
“Value”
has
the
meaning
provided
in
section
554.3303,
subsection
1
,
as
if
references
in
that
subsection
to
an
“instrument”
were
references
to
a
controllable
account,
controllable
electronic
record,
or
controllable
payment
intangible
.
2.
Definitions
in
Article
9
.
Definitions
in
Article
9
.
The
definitions
in
Article
9
of
“account
debtor”
,
“authenticate”
,
“controllable
account”
,
“controllable
payment
intangible”
,
“chattel
paper”
,
“deposit
account”
,
“electronic
chattel
paper”
,
“electronic
money”
,
and
“investment
property”
apply
to
this
Article
.
3.
Article
1
definitions
and
principles.
Article
1
contains
general
definitions
and
principles
of
construction
and
interpretation
applicable
throughout
this
Article.
Sec.
3.
Section
554.14103,
Code
2024,
is
amended
to
read
as
follows:
554.14103
Scope
Relation
to
Article
9
and
consumer
laws
.
1.
Article
9
governs
in
case
of
conflict.
If
there
is
conflict
between
this
Article
and
Article
9
,
Article
9
governs.
2.
Applicable
consumer
law
and
other
laws.
A
transaction
subject
to
this
Article
is
subject
to:
a.
any
applicable
rule
of
law
that
establishes
a
different
rule
for
consumers,
including
as
provided
in
chapter
537
and
any
other
consumer
protection
statute
or
regulation
of
this
Senate
File
2389,
p.
3
state;
and
b.
any
other
statute
or
regulation
of
this
state
that
regulates
the
rates,
charges,
agreements,
and
practices
for
loans,
credit
sales,
or
other
extensions
of
credit
or
credit
transactions,
including
as
provided
in
chapter
535
.
2A.
National
digital
currency
not
supported,
endorsed,
created,
or
implemented.
This
Article
shall
not
be
construed
to
support,
endorse,
create,
or
implement
a
national
digital
currency.
Sec.
4.
Section
554.14104,
Code
2024,
is
amended
to
read
as
follows:
554.14104
Rights
in
controllable
account,
controllable
electronic
record,
and
controllable
payment
intangible.
1.
Applicability
of
section
to
controllable
account
and
controllable
payment
intangible.
This
section
applies
to
the
acquisition
and
purchase
of
rights
in
a
controllable
account
or
controllable
payment
intangible,
including
the
rights
and
benefits
under
subsections
3,
4,
5,
7,
and
8
of
a
purchaser
and
a
qualifying
purchaser
,
and
under
subsections
3,
4,
and
6
,
and
in
the
same
manner
this
section
applies
to
a
controllable
electronic
record.
2.
Control
of
controllable
account
and
controllable
payment
intangible.
To
determine
whether
a
purchaser
of
a
controllable
account
or
a
controllable
payment
intangible
is
a
qualifying
purchaser,
the
purchaser
obtains
control
of
the
account
or
payment
intangible
if
it
obtains
control
of
the
controllable
electronic
record
that
evidences
the
account
or
payment
intangible.
2.
3.
Applicability
of
other
law
to
acquisition
of
rights.
Except
as
provided
in
this
section
,
law
other
than
this
Article
determines
whether
a
person
acquires
a
right
in
a
controllable
electronic
record
and
the
right
the
person
acquires.
3.
4.
Shelter
principle
and
purchase
of
limited
interest.
A
purchaser
of
a
controllable
electronic
record
acquires
all
rights
in
the
controllable
electronic
record
that
the
transferor
had
or
had
power
to
transfer,
except
that
a
purchaser
of
a
limited
interest
in
a
controllable
electronic
record
acquires
rights
only
to
the
extent
of
the
interest
Senate
File
2389,
p.
4
purchased.
4.
5.
Rights
of
qualifying
purchaser.
A
qualifying
purchaser
acquires
its
rights
in
the
controllable
electronic
record
free
of
a
claim
of
a
property
right
in
the
controllable
electronic
record.
5.
6.
Limitation
of
rights
of
qualifying
purchaser
in
other
property.
Except
as
provided
in
subsections
1
and
4
5
for
a
controllable
accounts
account
and
a
controllable
payment
intangibles
intangible
or
law
other
than
this
Article
,
a
qualifying
purchaser
takes
a
right
to
payment,
right
to
performance,
or
other
interest
in
property
evidenced
by
the
controllable
electronic
record
subject
to
a
claim
of
a
property
right
in
the
right
to
payment,
right
to
performance,
or
other
interest
in
property.
6.
7.
No-action
protection
for
qualifying
purchaser.
An
action
shall
not
be
asserted
against
a
qualifying
purchaser
based
on
both
a
purchase
by
the
qualifying
purchaser
of
a
controllable
electronic
record
and
a
claim
of
a
property
right
in
another
controllable
electronic
record,
whether
the
action
is
framed
in
conversion,
replevin,
constructive
trust,
equitable
lien,
or
other
theory.
7.
8.
Filing
not
notice.
Filing
of
a
financing
statement
under
Article
9
is
not
notice
of
a
claim
of
a
property
right
in
a
controllable
electronic
record.
Sec.
5.
Section
554.14105,
Code
2024,
is
amended
to
read
as
follows:
554.14105
Control
of
controllable
electronic
record.
1.
General
rule
:
——
control
of
controllable
electronic
record.
A
person
has
control
of
a
controllable
electronic
record
if
the
electronic
record,
a
record
attached
to
or
logically
associated
with
the
electronic
record,
or
a
system
in
which
the
electronic
record
is
recorded
:
a.
the
electronic
record,
a
record
attached
to
or
logically
associated
with
the
electronic
record,
or
a
system
in
which
the
electronic
record
is
recorded
gives
the
person:
(1)
the
power
to
avail
itself
of
substantially
all
the
benefit
from
the
electronic
record;
and
(2)
exclusive
power,
subject
to
subsection
2
,
to:
(a)
prevent
others
from
availing
themselves
of
Senate
File
2389,
p.
5
substantially
all
the
benefit
from
the
electronic
record;
and
(b)
transfer
control
of
the
electronic
record
to
another
person
or
cause
another
person
to
obtain
control
of
another
controllable
electronic
record
as
a
result
of
the
transfer
of
the
electronic
record;
and
b.
the
electronic
record,
a
record
attached
to
or
logically
associated
with
the
electronic
record,
or
a
system
in
which
the
electronic
record
is
recorded
enables
the
person
readily
to
identify
itself
in
any
way,
including
by
name,
identifying
number,
cryptographic
key,
office,
or
account
number,
as
having
the
powers
specified
in
paragraph
“a”
.
2.
Control
through
another
person.
A
person
has
control
of
a
controllable
electronic
record
if
another
person,
other
than
the
transferor
of
an
interest
in
the
electronic
record:
a.
has
control
of
the
electronic
record
and
acknowledges
that
it
has
control
on
behalf
of
the
person,
or
b.
obtains
control
of
the
electronic
record
after
having
acknowledged
that
it
will
obtain
control
of
the
electronic
record
on
behalf
of
the
person.
3.
2.
Meaning
of
exclusive.
A
power
specified
in
Subject
to
subsection
1
3
,
paragraph
“a”
,
subparagraph
(2),
a
power
is
exclusive
,
under
subsection
1,
paragraph
“a”
,
subparagraph
(2),
subparagraph
divisions
(a)
and
(b)
even
if:
a.
the
controllable
electronic
record
,
a
record
attached
to
or
logically
associated
with
the
electronic
record,
or
a
system
in
which
the
electronic
record
is
recorded
limits
the
use
of
the
electronic
record
or
has
a
protocol
programmed
to
cause
a
change,
including
a
transfer
or
loss
of
control
or
a
modification
of
benefits
afforded
by
the
electronic
record;
or
b.
the
person
has
agreed
to
share
the
power
is
shared
with
another
person.
3.
When
power
not
shared
with
another
person.
A
power
of
a
person
is
not
shared
with
another
person
under
subsection
2,
paragraph
“b”
and
the
person’s
power
is
not
exclusive
if:
a.
the
person
can
exercise
the
power
only
if
the
power
also
is
exercised
by
the
other
person;
and
b.
the
other
person:
(1)
can
exercise
the
power
without
exercise
of
the
power
by
the
person;
or
Senate
File
2389,
p.
6
(2)
is
the
transferor
to
the
person
of
an
interest
in
the
controllable
electronic
record
or
a
controllable
account
or
controllable
payment
intangible
evidenced
by
the
controllable
electronic
record.
4.
Presumption
of
exclusivity
of
certain
powers.
If
a
person
has
the
powers
specified
in
subsection
1,
paragraph
“a”
,
subparagraph
(2),
subparagraph
divisions
(a)
and
(b)
the
powers
are
presumed
to
be
exclusive.
5.
Control
through
another
person.
A
person
has
control
of
a
controllable
electronic
record
if
another
person,
other
than
the
transferor
to
the
person
of
an
interest
in
the
controllable
electronic
record
or
a
controllable
account
or
controllable
payment
intangible
evidenced
by
the
controllable
electronic
record:
a.
has
control
of
the
electronic
record
and
acknowledges
that
it
has
control
on
behalf
of
the
person;
or
b.
obtains
control
of
the
electronic
record
after
having
acknowledged
that
it
will
obtain
control
of
the
electronic
record
on
behalf
of
the
person.
6.
No
requirement
to
acknowledge.
A
person
that
has
control
under
this
section
is
not
required
to
acknowledge
that
it
has
control
on
behalf
of
another
person.
7.
No
duties
or
confirmation.
If
a
person
acknowledges
that
it
has
or
will
obtain
control
on
behalf
of
another
person,
unless
the
person
otherwise
agrees
or
law
other
than
this
Article
or
Article
9
otherwise
provides,
the
person
does
not
owe
any
duty
to
the
other
person
and
is
not
required
to
confirm
the
acknowledgment
to
any
other
person.
Sec.
6.
Section
554.14106,
Code
2024,
is
amended
to
read
as
follows:
554.14106
Discharge
of
account
debtor
on
controllable
account
or
controllable
payment
intangible.
1.
Discharge
of
account
debtor.
An
account
debtor
on
a
controllable
account
or
controllable
payment
intangible
may
discharge
its
obligation
by
paying:
a.
the
person
having
control
of
the
controllable
electronic
record
that
evidences
the
controllable
account
or
controllable
payment
intangible;
or
b.
except
as
provided
in
subsection
2
,
a
person
that
Senate
File
2389,
p.
7
formerly
had
control
of
the
controllable
electronic
record.
2.
Effect
Content
and
effect
of
notification.
Subject
to
subsection
4
,
an
the
account
debtor
shall
not
discharge
its
obligation
by
paying
a
person
that
formerly
had
control
of
the
controllable
electronic
record
if
the
account
debtor
receives
a
notification
that:
a.
is
authenticated
signed
by
a
person
that
formerly
had
control
or
the
person
to
which
control
was
transferred;
b.
reasonably
identifies
the
controllable
account
or
controllable
payment
intangible;
c.
notifies
the
account
debtor
that
control
of
the
controllable
electronic
record
that
evidences
the
controllable
account
or
controllable
payment
intangible
was
transferred;
d.
identifies
the
transferee,
in
any
reasonable
way,
including
by
name,
identifying
number,
cryptographic
key,
office,
or
account
number;
and
e.
provides
a
commercially
reasonable
method
by
which
the
account
debtor
is
to
pay
the
transferee.
3.
Discharge
following
effective
notification.
After
receipt
of
a
notification
that
complies
with
subsection
2
,
the
account
debtor
may
discharge
its
obligation
only
by
paying
in
accordance
with
the
notification
and
shall
not
discharge
the
obligation
by
paying
a
person
that
formerly
had
control.
4.
When
notification
ineffective.
Notification
Subject
to
subsection
8,
notification
is
ineffective
under
subsection
2
:
a.
unless,
before
the
notification
is
sent,
an
the
account
debtor
and
the
person
that,
at
that
time,
had
control
of
the
controllable
electronic
record
that
evidences
the
controllable
account
or
controllable
payment
intangible
agree
in
an
authenticated
a
signed
record
to
a
commercially
reasonable
method
by
which
a
person
must
furnish
reasonable
proof
that
control
has
been
transferred;
b.
to
the
extent
an
agreement
between
an
the
account
debtor
and
seller
of
a
payment
intangible
limits
the
account
debtor’s
duty
to
pay
a
person
other
than
the
seller
and
the
limitation
is
effective
under
law
other
than
this
Article
;
or
c.
at
the
option
of
an
the
account
debtor,
if
the
notification
notifies
the
account
debtor
to:
(1)
divide
a
payment;
Senate
File
2389,
p.
8
(2)
make
less
than
the
full
amount
of
any
an
installment
or
other
periodic
payment;
or
(3)
pay
any
part
of
a
payment
by
more
than
one
method
or
to
more
than
one
person.
5.
Proof
of
transfer
of
control.
If
Subject
to
subsection
8,
if
requested
by
the
account
debtor,
the
person
giving
the
notification
under
subsection
2
seasonably
shall
furnish
reasonable
proof,
using
the
agreed
method
in
the
agreement
referred
to
in
subsection
4,
paragraph
“a”
,
that
control
of
the
controllable
electronic
record
has
been
transferred.
Unless
the
person
complies
with
the
request,
the
account
debtor
may
discharge
its
obligation
by
paying
a
person
that
formerly
had
control,
even
if
the
account
debtor
has
received
a
notification
under
subsection
2
.
6.
What
constitutes
reasonable
proof.
A
person
furnishes
reasonable
proof
under
subsection
5
that
control
has
been
transferred
if
the
person
demonstrates,
using
the
agreed
method
in
the
agreement
referred
to
in
subsection
4,
paragraph
“a”
,
that
the
transferee
has
the
power
to:
a.
avail
itself
of
substantially
all
the
benefit
from
the
controllable
electronic
record;
b.
prevent
others
from
availing
themselves
of
substantially
all
the
benefit
from
the
controllable
electronic
record;
and
c.
transfer
the
powers
mentioned
specified
in
paragraphs
“a”
and
“b”
to
another
person.
7.
Rights
not
waivable.
An
Subject
to
subsection
8,
an
account
debtor
shall
not
waive
or
vary
its
rights
under
subsection
4
,
paragraph
“a”
,
and
subsection
5
or
its
option
under
subsection
4
,
paragraph
“c”
.
8.
Rule
for
individual
under
other
law.
This
section
is
subject
to
law
other
than
this
Article
which
establishes
a
different
rule
for
an
account
debtor
who
is
an
individual
and
who
incurred
the
obligation
primarily
for
personal,
family,
or
household
purposes.
Sec.
7.
Section
554.14107,
Code
2024,
is
amended
by
striking
the
section
and
inserting
in
lieu
thereof
the
following:
554.14107
Governing
law.
1.
Governing
law:
general
rule.
Except
as
provided
in
subsection
2,
the
local
law
of
a
controllable
electronic
Senate
File
2389,
p.
9
record’s
jurisdiction
governs
a
matter
covered
by
this
Article.
2.
Governing
law:
section
554.14106.
For
a
controllable
electronic
record
that
evidences
a
controllable
account
or
controllable
payment
intangible,
the
local
law
of
the
controllable
electronic
record’s
jurisdiction
governs
a
matter
covered
by
section
554.14106
unless
an
effective
agreement
determines
that
the
local
law
of
another
jurisdiction
governs.
3.
Controllable
electronic
record’s
jurisdiction.
The
following
rules
determine
a
controllable
electronic
record’s
jurisdiction
under
this
section:
a.
if
the
controllable
electronic
record,
or
a
record
attached
to
or
logically
associated
with
the
controllable
electronic
record
and
readily
available
for
review,
expressly
provides
that
a
particular
jurisdiction
is
the
controllable
electronic
record’s
jurisdiction
for
purposes
of
this
section,
Article,
or
chapter,
that
jurisdiction
is
the
controllable
electronic
record’s
jurisdiction.
b.
if
paragraph
“a”
does
not
apply
and
the
rules
of
the
system
in
which
the
controllable
electronic
record
is
recorded
are
readily
available
for
review
and
expressly
provide
that
a
particular
jurisdiction
is
the
controllable
electronic
record’s
jurisdiction
for
purposes
of
this
section,
Article,
or
chapter,
that
jurisdiction
is
the
controllable
electronic
record’s
jurisdiction.
c.
if
paragraphs
“a”
and
“b”
do
not
apply
and
the
controllable
electronic
record,
or
a
record
attached
to
or
logically
associated
with
the
controllable
electronic
record
and
readily
available
for
review,
expressly
provides
that
the
controllable
electronic
record
is
governed
by
the
law
of
a
particular
jurisdiction,
that
jurisdiction
is
the
controllable
electronic
record’s
jurisdiction.
d.
if
paragraphs
“a”
,
“b”
,
and
“c”
do
not
apply
and
the
rules
of
the
system
in
which
the
controllable
electronic
record
is
recorded
are
readily
available
for
review
and
expressly
provide
that
the
controllable
electronic
record
or
the
system
is
governed
by
the
law
of
a
particular
jurisdiction,
that
jurisdiction
is
the
controllable
electronic
record’s
jurisdiction.
e.
if
paragraphs
“a”
through
“d”
do
not
apply,
the
Senate
File
2389,
p.
10
controllable
electronic
record’s
jurisdiction
is
the
District
of
Columbia.
4.
Applicability
of
Article
12.
If
subsection
3,
paragraph
“e”
,
applies
and
Article
12
is
not
in
effect
in
the
District
of
Columbia
without
material
modification,
the
governing
law
for
a
matter
covered
by
this
Article
is
the
law
of
the
District
of
Columbia
as
though
Article
12
were
in
effect
in
the
District
of
Columbia
without
material
modification.
In
this
subsection,
“Article
12”
means
Article
12
of
Uniform
Commercial
Code
Amendments
(2022)
approved
by
the
uniform
law
commission
at
its
annual
meeting
in
July
2022.
5.
Relation
of
matter
or
transaction
to
controllable
electronic
record’s
jurisdiction
not
necessary.
To
the
extent
subsections
1
and
2
provide
that
the
local
law
of
the
controllable
electronic
record’s
jurisdiction
governs
a
matter
covered
by
this
Article,
that
law
governs
even
if
the
matter
or
a
transaction
to
which
the
matter
relates
does
not
bear
any
relation
to
the
controllable
electronic
record’s
jurisdiction.
6.
Rights
of
purchasers
determined
at
time
of
purchase.
The
rights
acquired
under
section
554.14104
by
a
purchaser
or
qualifying
purchaser
are
governed
by
the
law
applicable
under
this
section
at
the
time
of
purchase.
Sec.
8.
Section
554.14108,
Code
2024,
is
amended
to
read
as
follows:
554.14108
Applicability.
1.
This
Article
applies
to
any
transaction
involving
a
controllable
electronic
record
that
arises
on
or
after
July
1,
2022.
This
Article
does
not
apply
to
any
transaction
involving
a
controllable
electronic
record
that
arises
before
July
1,
2022,
even
if
the
transaction
would
be
subject
to
this
Article
if
the
transaction
had
arisen
on
or
after
July
1,
2022.
This
Article
does
not
apply
to
a
right
of
action
with
regard
to
any
transaction
involving
a
controllable
electronic
record
that
has
accrued
before
July
1,
2022.
2.
This
section
is
repealed
on
July
1,
2025.
Sec.
9.
Section
554.14109,
Code
2024,
is
amended
to
read
as
follows:
554.14109
Savings
clause.
1.
Any
transaction
involving
a
controllable
electronic
Senate
File
2389,
p.
11
record
that
arose
before
July
1,
2022,
and
the
rights,
obligations,
and
interests
flowing
from
that
transaction
are
governed
by
any
statute
or
other
rule
amended
or
repealed
by
this
Article
as
if
such
amendment
or
repeal
had
not
occurred
and
may
be
terminated,
completed,
consummated,
or
enforced
under
that
statute
or
other
rule.
2.
This
section
is
repealed
on
July
1,
2025.
PART
B
ARTICLE
1
GENERAL
PROVISIONS
Sec.
10.
Section
554.1201,
subsection
2,
Code
2024,
is
amended
by
adding
the
following
new
paragraph:
NEW
PARAGRAPH
.
0j.
“Central
bank
digital
currency”
means
a
digital
currency,
a
digital
medium
of
exchange,
or
a
digital
monetary
unit
of
account
issued
by
the
United
States
federal
reserve
system,
a
federal
agency,
a
foreign
government,
a
foreign
central
bank,
or
a
foreign
reserve
system,
that
is
made
directly
available
to
a
consumer
by
such
entities.
The
term
includes
a
digital
currency,
a
digital
medium
of
exchange,
or
a
digital
monetary
unit
of
account
issued
by
the
United
States
federal
reserve
system,
a
federal
agency,
a
foreign
government,
a
foreign
central
bank,
or
a
foreign
reserve
system,
that
is
processed
or
validated
directly
by
such
entities.
Sec.
11.
Section
554.1201,
subsection
2,
paragraphs
j,
o,
v,
y,
ab,
ak,
and
al,
Code
2024,
are
amended
to
read
as
follows:
j.
“Conspicuous”
,
with
reference
to
a
term,
means
so
written,
displayed,
or
presented
that
,
based
on
the
totality
of
the
circumstances,
a
reasonable
person
against
which
it
is
to
operate
ought
to
have
noticed
it.
Whether
a
term
is
“conspicuous”
or
not
is
a
decision
for
the
court.
Conspicuous
terms
include
the
following:
(1)
a
heading
in
capitals
equal
to
or
greater
in
size
than
the
surrounding
text,
or
in
contrasting
type,
font,
or
color
to
the
surrounding
text
of
the
same
or
lesser
size;
and
(2)
language
in
the
body
of
a
record
or
display
in
larger
type
than
the
surrounding
text,
or
in
contrasting
type,
font,
or
color
to
the
surrounding
text
of
the
same
size,
or
set
off
from
surrounding
text
of
the
same
size
by
symbols
or
other
marks
that
call
attention
to
the
language.
Senate
File
2389,
p.
12
o.
“Delivery”
,
with
respect
to
an
electronic
document
of
title
,
means
voluntary
transfer
of
control
and
,
with
respect
to
an
instrument,
a
tangible
document
of
title,
or
an
authoritative
tangible
copy
of
a
record
evidencing
chattel
paper,
means
voluntary
transfer
of
possession.
v.
“Holder”
means:
(1)
the
person
in
possession
of
a
negotiable
instrument
that
is
payable
either
to
bearer
or
to
an
identified
person
that
is
the
person
in
possession;
(2)
the
person
in
possession
of
a
negotiable
tangible
document
of
title
if
the
goods
are
deliverable
either
to
bearer
or
to
the
order
of
the
person
in
possession;
or
(3)
the
person
in
control
,
other
than
pursuant
to
section
554.7106,
subsection
7,
of
a
negotiable
electronic
document
of
title.
y.
“Money”
means
a
medium
of
exchange
that
:
is
currently
authorized
or
adopted
by
a
domestic
or
foreign
government.
The
term
includes
a
monetary
unit
of
account
established
by
an
intergovernmental
organization,
or
pursuant
to
an
agreement
between
two
or
more
countries.
The
term
does
not
include
an
electronic
record
that
is
a
medium
of
exchange
recorded
and
transferable
in
a
system
that
existed
and
operated
for
the
medium
of
exchange
before
the
medium
of
exchange
was
authorized
or
adopted
by
the
government.
The
term
also
does
not
include
a
central
bank
digital
currency.
(1)
is
currently
authorized
or
adopted
by
a
domestic
or
foreign
government,
by
an
intergovernmental
organization,
or
pursuant
to
an
agreement
between
two
or
more
governments;
and
(2)
was
initially
issued,
created,
or
distributed
by
a
domestic
or
foreign
government,
by
an
intergovernmental
organization,
or
pursuant
to
an
agreement
between
two
or
more
governments.
ab.
“Person”
means
an
individual,
corporation,
business
trust,
estate,
trust,
partnership,
limited
liability
company,
association,
joint
venture,
government,
governmental
subdivision,
agency,
or
instrumentality,
public
corporation,
or
any
other
legal
or
commercial
entity.
The
term
includes
a
protected
series,
however
denominated,
of
an
entity
if
the
protected
series
is
established
under
law
other
than
this
Senate
File
2389,
p.
13
chapter
that
limits,
or
limits
if
conditions
specified
under
the
law
are
satisfied,
the
ability
of
a
creditor
of
the
entity
or
of
any
other
protected
series
of
the
entity
to
satisfy
a
claim
from
assets
of
the
protected
series.
ak.
“Send”
in
connection
with
a
writing,
record
,
or
notice
notification
means:
(1)
to
deposit
in
the
mail
,
or
deliver
for
transmission
,
or
transmit
by
any
other
usual
means
of
communication
,
with
postage
or
cost
of
transmission
provided
for
,
and
properly
addressed
and,
in
the
case
of
an
instrument,
to
an
address
specified
thereon
or
otherwise
agreed,
or
if
there
be
none
to
any
address
reasonable
under
the
circumstances;
or
(2)
in
any
other
way
to
cause
to
be
received
any
the
record
or
notice
notification
to
be
received
within
the
time
it
would
have
arrived
been
received
if
properly
sent
under
subparagraph
(1)
.
al.
(1)
“Signed”
includes
using
any
symbol
executed
or
adopted
“Sign”
means,
with
present
intention
intent
to
authenticate
or
adopt
or
accept
a
writing.
record:
(a)
to
execute
or
adopt
a
tangible
symbol;
or
(b)
to
attach
to
or
logically
associate
with
the
record
an
electronic
symbol,
sound,
or
process.
(2)
“Signed”
,
“signing”
,
and
“signature”
have
corresponding
meanings.
Sec.
12.
Section
554.1301,
subsection
3,
paragraph
g,
Code
2024,
is
amended
to
read
as
follows:
g.
Sections
554.13105
and
554.13106
.
;
Sec.
13.
Section
554.1301,
subsection
3,
Code
2024,
is
amended
by
adding
the
following
new
paragraph:
NEW
PARAGRAPH
.
h.
Section
554.14107.
Sec.
14.
Section
554.1306,
Code
2024,
is
amended
to
read
as
follows:
554.1306
Waiver
or
renunciation
of
claim
or
right
after
breach.
A
claim
or
right
arising
out
of
an
alleged
breach
may
be
discharged
in
whole
or
in
part
without
consideration
by
agreement
of
the
aggrieved
party
in
an
authenticated
a
signed
record.
PART
C
Senate
File
2389,
p.
14
ARTICLE
2
SALES
Sec.
15.
Section
554.2102,
Code
2024,
is
amended
to
read
as
follows:
554.2102
Scope
——
certain
security
and
other
transactions
excluded
from
this
Article
.
1.
Unless
the
context
otherwise
requires,
this
Article
applies
to
transactions
in
goods;
it
does
not
apply
to
any
transaction
which
although
in
the
form
of
an
unconditional
contract
to
sell
or
present
sale
is
intended
to
operate
only
as
a
security
transaction
nor
does
this
Article
impair
or
repeal
any
statute
regulating
sales
to
consumers,
farmers
or
other
specified
classes
of
buyers
and
except
as
provided
in
subsection
3,
this
Article
applies
to
transactions
in
goods
and,
in
the
case
of
a
hybrid
transaction,
it
applies
to
the
extent
provided
in
subsection
2
.
2.
In
a
hybrid
transaction:
a.
if
the
sale-of-goods
aspects
do
not
predominate,
only
the
provisions
of
this
Article
which
relate
primarily
to
the
sale-of-goods
aspects
of
the
transaction
apply,
and
the
provisions
that
relate
primarily
to
the
transaction
as
a
whole
do
not
apply.
b.
if
the
sale-of-goods
aspects
predominate,
this
Article
applies
to
the
transaction
but
does
not
preclude
application
in
appropriate
circumstances
of
other
law
to
aspects
of
the
transaction
which
do
not
relate
to
the
sale
of
goods.
3.
This
Article
does
not:
a.
apply
to
a
transaction
that,
even
though
in
the
form
of
an
unconditional
contract
to
sell
or
present
sale,
operates
only
to
create
a
security
interest;
or
b.
impair
or
repeal
a
statute
regulating
sales
to
consumers,
farmers,
or
other
specified
classes
of
buyers.
Sec.
16.
Section
554.2106,
Code
2024,
is
amended
to
read
as
follows:
554.2106
Definitions:
“contract”
——
“agreement”
——
“contract
for
sale”
——
“sale”
——
“present
sale”
——
“conforming”
to
contract
——
“termination”
——
“cancellation”
——
“hybrid
transaction”
.
1.
In
this
Article
unless
the
context
otherwise
requires
“contract”
and
“agreement”
are
limited
to
those
relating
to
the
Senate
File
2389,
p.
15
present
or
future
sale
of
goods.
“Contract
for
sale”
includes
both
a
present
sale
of
goods
and
a
contract
to
sell
goods
at
a
future
time.
A
“sale”
consists
in
the
passing
of
title
from
the
seller
to
the
buyer
for
a
price
(
section
554.2401
).
A
“present
sale”
means
a
sale
which
is
accomplished
by
the
making
of
the
contract.
2.
Goods
or
conduct
including
any
part
of
a
performance
are
“conforming”
or
conform
to
the
contract
when
they
are
in
accordance
with
the
obligations
under
the
contract.
3.
“Termination”
occurs
when
either
party
pursuant
to
a
power
created
by
agreement
or
law
puts
an
end
to
the
contract
otherwise
than
for
its
breach.
On
“termination”
all
obligations
which
are
still
executory
on
both
sides
are
discharged
but
any
right
based
on
prior
breach
or
performance
survives.
4.
“Cancellation”
occurs
when
either
party
puts
an
end
to
the
contract
for
breach
by
the
other
and
its
effect
is
the
same
as
that
of
“termination”
except
that
the
canceling
party
also
retains
any
remedy
for
breach
of
the
whole
contract
or
any
unperformed
balance.
5.
“Hybrid
transaction”
means
a
single
transaction
involving
a
sale
of
goods
and:
a.
the
provision
of
services;
b.
a
lease
of
other
goods;
or
c.
a
sale,
lease,
or
license
of
property
other
than
goods.
Sec.
17.
Section
554.2201,
subsections
1
and
2,
Code
2024,
are
amended
to
read
as
follows:
1.
Except
as
otherwise
provided
in
this
section
a
contract
for
the
sale
of
goods
for
the
price
of
five
hundred
dollars
or
more
is
not
enforceable
by
way
of
action
or
defense
unless
there
is
some
writing
a
record
sufficient
to
indicate
that
a
contract
for
sale
has
been
made
between
the
parties
and
signed
by
the
party
against
whom
enforcement
is
sought
or
by
that
the
party’s
authorized
agent
or
broker.
A
writing
record
is
not
insufficient
because
it
omits
or
incorrectly
states
a
term
agreed
upon
but
the
contract
is
not
enforceable
under
this
paragraph
subsection
beyond
the
quantity
of
goods
shown
in
such
writing
the
record
.
2.
Between
merchants
if
within
a
reasonable
time
a
writing
Senate
File
2389,
p.
16
record
in
confirmation
of
the
contract
and
sufficient
against
the
sender
is
received
and
the
party
receiving
it
has
reason
to
know
its
contents,
it
satisfies
the
requirements
of
subsection
1
against
such
the
party
unless
written
notice
in
a
record
of
objection
to
its
contents
is
given
within
ten
days
after
it
is
received.
Sec.
18.
Section
554.2202,
Code
2024,
is
amended
to
read
as
follows:
554.2202
Final
written
expression
——
parol
or
extrinsic
evidence.
Terms
with
respect
to
which
the
confirmatory
memoranda
of
the
parties
agree
or
which
are
otherwise
set
forth
in
a
writing
record
intended
by
the
parties
as
a
final
expression
of
their
agreement
with
respect
to
such
terms
as
are
included
therein
may
not
be
contradicted
by
evidence
of
any
prior
agreement
or
of
a
contemporaneous
oral
agreement
but
may
be
explained
or
supplemented
:
1.
by
course
of
performance,
course
of
dealing,
or
usage
of
trade
(
section
554.1303
);
and
2.
by
evidence
of
consistent
additional
terms
unless
the
court
finds
the
writing
record
to
have
been
intended
also
as
a
complete
and
exclusive
statement
of
the
terms
of
the
agreement.
Sec.
19.
Section
554.2203,
Code
2024,
is
amended
to
read
as
follows:
554.2203
Seals
inoperative.
The
affixing
of
a
seal
to
a
writing
record
evidencing
a
contract
for
sale
or
an
offer
to
buy
or
sell
goods
does
not
constitute
the
writing
record
a
sealed
instrument
and
the
law
with
respect
to
sealed
instruments
does
not
apply
to
such
a
contract
or
offer.
Sec.
20.
Section
554.2205,
Code
2024,
is
amended
to
read
as
follows:
554.2205
Firm
offers.
An
offer
by
a
merchant
to
buy
or
sell
goods
in
a
signed
writing
record
which
by
its
terms
gives
assurance
that
it
will
be
held
open
is
not
revocable,
for
lack
of
consideration,
during
the
time
stated
or
if
no
time
is
stated
for
a
reasonable
time,
but
in
no
event
may
such
period
of
irrevocability
exceed
three
months;
but
any
such
term
of
assurance
on
a
form
supplied
Senate
File
2389,
p.
17
by
the
offeree
must
be
separately
signed
by
the
offeror.
Sec.
21.
Section
554.2209,
subsection
2,
Code
2024,
is
amended
to
read
as
follows:
2.
A
signed
agreement
which
excludes
modification
or
rescission
except
by
a
signed
writing
or
other
signed
record
cannot
be
otherwise
modified
or
rescinded,
but
except
as
between
merchants
such
a
requirement
on
a
form
supplied
by
the
merchant
must
be
separately
signed
by
the
other
party.
PART
D
ARTICLE
3
NEGOTIABLE
INSTRUMENTS
Sec.
22.
Section
554.3104,
subsection
1,
paragraph
c,
Code
2024,
is
amended
to
read
as
follows:
c.
does
not
state
any
other
undertaking
or
instruction
by
the
person
promising
or
ordering
payment
to
do
any
act
in
addition
to
the
payment
of
money,
but
the
promise
or
order
may
contain
an
undertaking
or
power
to
give,
maintain,
or
protect
collateral
to
secure
payment,
an
authorization
or
power
to
the
holder
to
confess
judgment
or
realize
on
or
dispose
of
collateral,
or
a
waiver
of
the
benefit
of
any
law
intended
for
the
advantage
or
protection
of
an
obligor
,
a
term
that
specifies
the
law
that
governs
the
promise
or
order,
or
an
undertaking
to
resolve
in
a
specified
forum
a
dispute
concerning
the
promise
or
order
.
Sec.
23.
Section
554.3105,
subsection
1,
Code
2024,
is
amended
to
read
as
follows:
1.
“Issue”
means
:
a.
the
first
delivery
of
an
instrument
by
the
maker
or
drawer,
whether
to
a
holder
or
nonholder,
for
the
purpose
of
giving
rights
on
the
instrument
to
any
person
.
;
or
b.
if
agreed
by
the
payee,
the
first
transmission
by
the
drawer
to
the
payee
of
an
image
of
an
item
and
information
derived
from
the
item
that
enables
the
depositary
bank
to
collect
the
item
by
transferring
or
presenting
under
federal
law
an
electronic
check.
Sec.
24.
Section
554.3401,
Code
2024,
is
amended
to
read
as
follows:
554.3401
Signature
necessary
for
liability
on
instrument
.
1.
A
person
is
not
liable
on
an
instrument
unless
the
person
Senate
File
2389,
p.
18
signed
the
instrument,
or
the
person
is
represented
by
an
agent
or
representative
who
signed
the
instrument
and
the
signature
is
binding
on
the
represented
person
under
section
554.3402
.
2.
A
signature
may
be
made
manually
or
by
means
of
a
device
or
machine,
and
by
the
use
of
any
name,
including
a
trade
or
assumed
name,
or
by
a
word,
mark,
or
symbol
executed
or
adopted
by
a
person
with
present
intention
to
authenticate
a
writing.
Sec.
25.
Section
554.3604,
subsection
1,
Code
2024,
is
amended
to
read
as
follows:
1.
A
person
entitled
to
enforce
an
instrument,
with
or
without
consideration,
may
discharge
the
obligation
of
a
party
to
pay
the
instrument
by
an
intentional
voluntary
act,
such
as
surrender
of
the
instrument
to
the
party,
destruction,
mutilation,
or
cancellation
of
the
instrument,
cancellation
or
striking
out
of
the
party’s
signature,
or
the
addition
of
words
to
the
instrument
indicating
discharge;
or
by
agreeing
not
to
sue
or
otherwise
renouncing
rights
against
the
party
by
a
signed
writing
record
.
The
obligation
of
a
party
to
pay
a
check
is
not
discharged
solely
by
destruction
of
the
check
in
connection
with
a
process
in
which
information
is
extracted
from
the
check
and
an
image
of
the
check
is
made
and,
subsequently,
the
information
and
image
are
transmitted
for
payment.
PART
E
ARTICLE
5
LETTERS
OF
CREDIT
Sec.
26.
Section
554.5104,
Code
2024,
is
amended
to
read
as
follows:
554.5104
Formal
requirements.
A
letter
of
credit,
confirmation,
advice,
transfer,
amendment,
or
cancellation
may
be
issued
in
any
form
that
is
a
signed
record
and
is
authenticated
by
a
signature
or
in
accordance
with
the
agreement
of
the
parties
or
the
standard
practice
referred
to
in
section
554.5108,
subsection
5
.
Sec.
27.
Section
554.5116,
Code
2024,
is
amended
to
read
as
follows:
554.5116
Choice
of
law
and
forum.
1.
The
liability
of
an
issuer,
nominated
person,
or
adviser
for
action
or
omission
is
governed
by
the
law
of
the
Senate
File
2389,
p.
19
jurisdiction
chosen
by
an
agreement
in
the
form
of
a
record
signed
or
otherwise
authenticated
by
the
affected
parties
in
the
manner
provided
in
section
554.5104
or
by
a
provision
in
the
person’s
letter
of
credit,
confirmation,
or
other
undertaking.
The
jurisdiction
whose
law
is
chosen
need
not
bear
any
relation
to
the
transaction.
2.
Unless
subsection
1
applies,
the
liability
of
an
issuer,
nominated
person,
or
adviser
for
action
or
omission
is
governed
by
the
law
of
the
jurisdiction
in
which
the
person
is
located.
The
person
is
considered
to
be
located
at
the
address
indicated
in
the
person’s
undertaking.
If
more
than
one
address
is
indicated,
the
person
is
considered
to
be
located
at
the
address
from
which
the
person’s
undertaking
was
issued.
For
the
purpose
of
jurisdiction,
choice
of
law,
and
recognition
of
interbranch
letters
of
credit,
but
not
enforcement
of
a
judgment,
all
branches
of
a
bank
are
considered
separate
juridical
entities
and
a
bank
is
considered
to
be
located
at
the
place
where
its
relevant
branch
is
considered
to
be
located
under
this
subsection
.
3.
For
the
purpose
of
jurisdiction,
choice
of
law,
and
recognition
of
interbranch
letters
of
credit,
but
not
enforcement
of
a
judgment,
all
branches
of
a
bank
are
considered
separate
juridical
entities
and
a
bank
is
considered
to
be
located
at
the
place
where
its
relevant
branch
is
considered
to
be
located
under
subsection
4.
4.
A
branch
of
a
bank
is
considered
to
be
located
at
the
address
indicated
in
the
branch’s
undertaking.
If
more
than
one
address
is
indicated,
the
branch
is
considered
to
be
located
at
the
address
from
which
the
undertaking
was
issued.
5.
Except
as
otherwise
provided
in
this
subsection
,
the
liability
of
an
issuer,
nominated
person,
or
adviser
is
governed
by
any
rules
of
custom
or
practice,
such
as
the
uniform
customs
and
practice
for
documentary
credits,
to
which
the
letter
of
credit,
confirmation,
or
other
undertaking
is
expressly
made
subject.
If
this
Article
would
govern
the
liability
of
an
issuer,
nominated
person,
or
adviser
under
subsection
1
or
2
,
the
relevant
undertaking
incorporates
rules
of
custom
or
practice,
and
there
is
conflict
between
this
Article
and
those
rules
as
applied
to
that
undertaking,
Senate
File
2389,
p.
20
those
rules
govern
except
to
the
extent
of
any
conflict
with
the
nonvariable
provisions
specified
in
section
554.5103,
subsection
3
.
4.
6.
If
there
is
conflict
between
this
Article
and
Article
3
,
4
,
9
,
or
12
,
this
Article
governs.
5.
7.
The
forum
for
settling
disputes
arising
out
of
an
undertaking
within
this
Article
may
be
chosen
in
the
manner
and
with
the
binding
effect
that
governing
law
may
be
chosen
in
accordance
with
subsection
1
.
PART
F
ARTICLE
7
DOCUMENTS
OF
TITLE
Sec.
28.
Section
554.7102,
subsection
1,
paragraphs
j
and
k,
Code
2024,
are
amended
by
striking
the
paragraphs.
Sec.
29.
Section
554.7106,
Code
2024,
is
amended
to
read
as
follows:
554.7106
Control
of
electronic
document
of
title.
1.
A
person
has
control
of
an
electronic
document
of
title
if
a
system
employed
for
evidencing
the
transfer
of
interests
in
the
electronic
document
reliably
establishes
that
person
as
the
person
to
which
the
electronic
document
was
issued
or
transferred.
2.
A
system
satisfies
subsection
1
,
and
a
person
is
deemed
to
have
has
control
of
an
electronic
document
of
title,
if
the
document
is
created,
stored,
and
assigned
transferred
in
such
a
manner
that:
a.
a
single
authoritative
copy
of
the
document
exists
which
is
unique,
identifiable,
and,
except
as
otherwise
provided
in
paragraphs
“d”
,
“e”
,
and
“f”
,
unalterable;
b.
the
authoritative
copy
identifies
the
person
asserting
control
as:
(1)
the
person
to
which
the
document
was
issued;
or
(2)
if
the
authoritative
copy
indicates
that
the
document
has
been
transferred,
the
person
to
which
the
document
was
most
recently
transferred;
c.
the
authoritative
copy
is
communicated
to
and
maintained
by
the
person
asserting
control
or
its
designated
custodian;
d.
copies
or
amendments
that
add
or
change
an
identified
assignee
transferee
of
the
authoritative
copy
can
be
made
only
Senate
File
2389,
p.
21
with
the
consent
of
the
person
asserting
control;
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.
3.
A
system
satisfies
subsection
1,
and
a
person
has
control
of
an
electronic
document
of
title,
if
an
authoritative
electronic
copy
of
the
document,
a
record
attached
to
or
logically
associated
with
the
electronic
copy,
or
a
system
in
which
the
electronic
copy
is
recorded:
a.
enables
the
person
readily
to
identify
each
electronic
copy
as
either
an
authoritative
copy
or
a
nonauthoritative
copy;
b.
enables
the
person
readily
to
identify
itself
in
any
way,
including
by
name,
identifying
number,
cryptographic
key,
office,
or
account
number,
as
the
person
to
which
each
authoritative
electronic
copy
was
issued
or
transferred;
and
c.
gives
the
person
exclusive
power,
subject
to
subsection
4,
to:
(1)
prevent
others
from
adding
or
changing
the
person
to
which
each
authoritative
electronic
copy
has
been
issued
or
transferred;
and
(2)
transfer
control
of
each
authoritative
electronic
copy.
4.
Subject
to
subsection
5,
a
power
is
exclusive
under
subsection
3,
paragraph
“c”
,
subparagraphs
(1)
and
(2),
even
if:
a.
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
document
of
title
or
has
a
protocol
that
is
programmed
to
cause
a
change,
including
a
transfer
or
loss
of
control;
or
b.
the
power
is
shared
with
another
person.
5.
A
power
of
a
person
is
not
shared
with
another
person
under
subsection
4,
paragraph
“b”
,
and
the
person’s
power
is
not
exclusive
if:
a.
the
person
can
exercise
the
power
only
if
the
power
also
is
exercised
by
the
other
person;
and
b.
the
other
person:
Senate
File
2389,
p.
22
(1)
can
exercise
the
power
without
exercise
of
the
power
by
the
person;
or
(2)
is
the
transferor
to
the
person
of
an
interest
in
the
document
of
title.
6.
If
a
person
has
the
powers
specified
in
subsection
3,
paragraph
“c”
,
subparagraphs
(1)
and
(2),
the
powers
are
presumed
to
be
exclusive.
7.
A
person
has
control
of
an
electronic
document
of
title
if
another
person,
other
than
the
transferor
to
the
person
of
an
interest
in
the
document:
a.
has
control
of
the
document
and
acknowledges
that
it
has
control
on
behalf
of
the
person;
or
b.
obtains
control
of
the
document
after
having
acknowledged
that
it
will
obtain
control
of
the
document
on
behalf
of
the
person.
8.
A
person
that
has
control
under
this
section
is
not
required
to
acknowledge
that
it
has
control
on
behalf
of
another
person.
9.
If
a
person
acknowledges
that
it
has
or
will
obtain
control
on
behalf
of
another
person,
unless
the
person
otherwise
agrees
or
law
other
than
this
Article
or
Article
9
otherwise
provides,
the
person
does
not
owe
any
duty
to
the
other
person
and
is
not
required
to
confirm
the
acknowledgment
to
any
other
person.
Sec.
30.
DIRECTIONS
TO
CODE
EDITOR
——
ARTICLE
7
RENAMED.
The
Code
editor
is
directed
to
change
the
title
of
chapter
554,
Article
7,
from
“Warehouse
Receipts,
Bills
of
Lading,
and
Other
Documents
of
Title”
to
“Documents
of
Title”.
PART
G
ARTICLE
8
INVESTMENT
SECURITIES
Sec.
31.
Section
554.8102,
subsection
1,
paragraph
f,
subparagraph
(1),
Code
2024,
is
amended
to
read
as
follows:
(1)
send
a
signed
writing
record
;
or
Sec.
32.
Section
554.8102,
subsection
2,
Code
2024,
is
amended
to
read
as
follows:
2.
Other
The
following
definitions
applying
to
in
this
Article
and
the
sections
in
which
they
appear
are
other
Articles
apply
to
this
Article
:
Senate
File
2389,
p.
23
a.
“Appropriate
person”
.
.
.
.
.
.
.
.
.
.
.
.
Section
554.8107
b.
“Control”
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
Section
554.8106
c.
“Controllable
account”
.
.
.
.
.
.
.
.
.
.
Section
554.9102
d.
“Controllable
electronic
record”
.
Section
554.14102
e.
“Controllable
payment
intangible”
.
Section
554.9102
f.
“Delivery”
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
Section
554.8301
d.
g.
“Investment
company
security”
.
Section
554.8103
e.
h.
“Issuer”
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
Section
554.8201
f.
i.
“Overissue”
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
Section
554.8210
g.
j.
“Protected
purchaser”
.
.
.
.
.
.
.
Section
554.8303
h.
k.
“Securities
account”
.
.
.
.
.
.
.
.
Section
554.8501
Sec.
33.
Section
554.8103,
Code
2024,
is
amended
by
adding
the
following
new
subsection:
NEW
SUBSECTION
.
8.
A
controllable
account,
controllable
electronic
record,
or
controllable
payment
intangible
is
not
a
financial
asset
unless
section
554.8102,
subsection
1,
paragraph
“i”
,
subparagraph
(1),
subparagraph
division
(c),
applies.
Sec.
34.
Section
554.8106,
subsection
4,
paragraph
c,
Code
2024,
is
amended
to
read
as
follows:
c.
another
person
has
control
of
the
security
entitlement
on
behalf
of
the
purchaser
or,
having
previously
acquired
control
of
the
security
entitlement,
acknowledges
that
it
has
control
on
behalf
of
the
purchaser
,
other
than
the
transferor
to
the
purchaser
of
an
interest
in
the
security
entitlement:
(1)
has
control
of
the
security
entitlement
and
acknowledges
that
it
has
control
on
behalf
of
the
purchaser;
or
(2)
obtains
control
of
the
security
entitlement
after
having
acknowledged
that
it
will
obtain
control
of
the
security
entitlement
on
behalf
of
the
purchaser
.
Sec.
35.
Section
554.8106,
Code
2024,
is
amended
by
adding
the
following
new
subsections:
NEW
SUBSECTION
.
8.
A
person
that
has
control
under
this
section
is
not
required
to
acknowledge
that
it
has
control
on
behalf
of
a
purchaser.
NEW
SUBSECTION
.
9.
If
a
person
acknowledges
that
it
has
or
will
obtain
control
on
behalf
of
a
purchaser,
unless
the
person
otherwise
agrees
or
law
other
than
this
Article
or
Article
9
otherwise
provides,
the
person
does
not
owe
any
duty
to
the
Senate
File
2389,
p.
24
purchaser
and
is
not
required
to
confirm
the
acknowledgment
to
any
other
person.
Sec.
36.
Section
554.8110,
Code
2024,
is
amended
by
adding
the
following
new
subsection:
NEW
SUBSECTION
.
7.
The
local
law
of
the
issuer’s
jurisdiction
or
the
securities
intermediary’s
jurisdiction
governs
a
matter
or
transaction
specified
in
subsection
1
or
2
even
if
the
matter
or
transaction
does
not
bear
any
relation
to
the
jurisdiction.
PART
H
ARTICLE
9
SECURED
TRANSACTIONS
Sec.
37.
Section
554.9102,
subsection
1,
paragraphs
b,
c,
d,
ab,
ac,
as,
ax,
bf,
and
br,
Code
2024,
are
amended
to
read
as
follows:
b.
“Account”
,
except
as
used
in
“account
for”
,
“account
statement”
,
“account
to”
,
“commodity
account”
in
paragraph
“n”
,
“customer’s
account”
,
“deposit
account”
in
paragraph
“ae”
,
“on
account
of”
,
and
paragraph
“ae”
“statement
of
account”
,
means
a
right
to
payment
of
a
monetary
obligation,
whether
or
not
earned
by
performance,
(i)
for
property
that
has
been
or
is
to
be
sold,
leased,
licensed,
assigned,
or
otherwise
disposed
of;
(ii)
for
services
rendered
or
to
be
rendered;
(iii)
for
a
policy
of
insurance
issued
or
to
be
issued;
(iv)
for
a
secondary
obligation
incurred
or
to
be
incurred;
(v)
for
energy
provided
or
to
be
provided;
(vi)
for
the
use
or
hire
of
a
vessel
under
a
charter
or
other
contract;
(vii)
arising
out
of
the
use
of
a
credit
or
charge
card
or
information
contained
on
or
for
use
with
the
card;
or
(viii)
as
winnings
in
a
lottery
or
other
game
of
chance
operated
or
sponsored
by
a
state,
governmental
unit
of
a
state,
or
person
licensed
or
authorized
to
operate
the
game
by
a
state
or
governmental
unit
of
a
state.
The
term
includes
controllable
accounts
and
health
care
insurance
receivables.
The
term
does
not
include
(i)
chattel
paper,
(ii)
commercial
tort
claims,
(iii)
deposit
accounts,
(iv)
investment
property,
(v)
letter-of-credit
rights
or
letters
of
credit,
(vi)
rights
to
payment
for
money
or
funds
advanced
or
sold,
other
than
rights
arising
out
of
the
use
of
a
credit
or
charge
card
or
information
contained
on
or
for
use
with
the
card,
or
Senate
File
2389,
p.
25
(vii)
rights
to
payment
evidenced
by
an
instrument.
c.
“Account
debtor”
means
a
person
obligated
on
an
account,
chattel
paper,
or
general
intangible.
The
term
does
not
include
persons
obligated
to
pay
a
negotiable
instrument,
even
if
the
negotiable
instrument
constitutes
part
of
evidences
chattel
paper.
d.
“Accounting”
,
except
as
used
in
“accounting
for”
,
means
a
record:
(1)
authenticated
signed
by
a
secured
party;
(2)
indicating
the
aggregate
unpaid
secured
obligations
as
of
a
date
not
more
than
thirty-five
days
earlier
or
thirty-five
days
later
than
the
date
of
the
record;
and
(3)
identifying
the
components
of
the
obligations
in
reasonable
detail.
ab.
“Controllable
account”
means
an
account
evidenced
by
a
controllable
electronic
record
that
provides
that
the
account
debtor
undertakes
to
pay
the
person
that
has
control
under
section
554.14105
has
control
of
the
controllable
electronic
record.
ac.
“Controllable
payment
intangible”
means
a
payment
intangible
evidenced
by
a
controllable
electronic
record
that
provides
that
the
account
debtor
undertakes
to
pay
the
person
that
has
control
under
section
554.14105
has
control
of
the
controllable
electronic
record.
as.
“General
intangible”
means
any
personal
property,
including
things
in
action,
other
than
accounts,
chattel
paper,
commercial
tort
claims,
deposit
accounts,
documents,
goods,
instruments,
investment
property,
letter-of-credit
rights,
letters
of
credit,
money,
and
oil,
gas,
or
other
minerals
before
extraction.
The
term
includes
controllable
electronic
records,
payment
intangibles
,
and
software.
ax.
“Instrument”
means
a
negotiable
instrument
or
any
other
writing
that
evidences
a
right
to
the
payment
of
a
monetary
obligation,
is
not
itself
a
security
agreement
or
lease,
and
is
of
a
type
that
in
ordinary
course
of
business
is
transferred
by
delivery
with
any
necessary
indorsement
or
assignment.
The
term
does
not
include
(i)
investment
property,
(ii)
letters
of
credit,
or
(iii)
writings
that
evidence
a
right
to
payment
arising
out
of
the
use
of
a
credit
or
charge
card
Senate
File
2389,
p.
26
or
information
contained
on
or
for
use
with
the
card
,
or
(iv)
writings
that
evidence
chattel
paper
.
bf.
“Money”
has
the
meaning
provided
in
section
554.1201,
subsection
2
,
paragraph
“y”
,
but
does
not
include
(i)
a
deposit
account
or
(ii)
money
in
an
electronic
form
that
cannot
be
subjected
to
control
under
section
554.9105A
.
br.
“Proposal”
means
a
record
authenticated
signed
by
a
secured
party
which
includes
the
terms
on
which
the
secured
party
is
willing
to
accept
collateral
in
full
or
partial
satisfaction
of
the
obligation
it
secures
pursuant
to
sections
554.9620
,
554.9621
,
and
554.9622
.
Sec.
38.
Section
554.9102,
subsection
1,
Code
2024,
is
amended
by
adding
the
following
new
paragraphs:
NEW
PARAGRAPH
.
0g.
“Assignee”
,
except
as
used
in
“assignee
for
benefit
of
creditors”
,
means
a
person
(i)
in
whose
favor
a
security
interest
that
secures
an
obligation
is
created
or
provided
for
under
a
security
agreement,
whether
or
not
the
obligation
is
outstanding
or
(ii)
to
which
an
account,
chattel
paper,
payment
intangible,
or
promissory
note
has
been
sold.
The
term
includes
a
person
to
which
a
security
interest
has
been
transferred
by
a
secured
party.
NEW
PARAGRAPH
.
00g.
“Assignor”
means
a
person
that
(i)
under
a
security
agreement
creates
or
provides
for
a
security
interest
that
secures
an
obligation
or
(ii)
sells
an
account,
chattel
paper,
payment
intangible,
or
promissory
note.
The
term
includes
a
secured
party
that
has
transferred
a
security
interest
to
another
person.
Sec.
39.
Section
554.9102,
subsection
1,
paragraphs
g,
ag,
ca,
and
ce,
Code
2024,
are
amended
by
striking
the
paragraphs.
Sec.
40.
Section
554.9102,
subsection
1,
paragraph
k,
Code
2024,
is
amended
by
striking
the
paragraph
and
inserting
in
lieu
thereof
the
following:
k.
(1)
“Chattel
paper”
means:
(a)
a
right
to
payment
of
a
monetary
obligation
secured
by
specific
goods,
if
the
right
to
payment
and
security
agreement
are
evidenced
by
a
record;
or
(b)
a
right
to
payment
of
a
monetary
obligation
owed
by
a
lessee
under
a
lease
agreement
with
respect
to
specific
goods
and
a
monetary
obligation
owed
by
the
lessee
in
connection
with
Senate
File
2389,
p.
27
the
transaction
giving
rise
to
the
lease,
if:
(i)
the
right
to
payment
and
lease
agreement
are
evidenced
by
a
record;
and
(ii)
the
predominant
purpose
of
the
transaction
giving
rise
to
the
lease
was
to
give
the
lessee
the
right
to
possession
and
use
of
the
goods.
(2)
“Chattel
paper”
does
not
include
a
right
to
payment
arising
out
of
a
charter
or
other
contract
involving
the
use
or
hire
of
a
vessel
or
a
right
to
payment
arising
out
of
the
use
of
a
credit
or
charge
card
or
information
contained
on
or
for
use
with
the
card.
Sec.
41.
Section
554.9102,
subsection
2,
Code
2024,
is
amended
by
adding
the
following
new
paragraph:
NEW
PARAGRAPH
.
0ae.
“Protected
purchaser”
...
Section
554.8303.
Sec.
42.
Section
554.9104,
subsection
1,
Code
2024,
is
amended
to
read
as
follows:
1.
Requirements
for
control.
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
a
signed
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
.
;
or
d.
another
person,
other
than
the
debtor:
(1)
has
control
of
the
deposit
account
and
acknowledges
that
it
has
control
on
behalf
of
the
secured
party;
or
(2)
obtains
control
of
the
deposit
account
after
having
acknowledged
that
it
will
obtain
control
of
the
deposit
account
on
behalf
of
the
secured
party.
Sec.
43.
Section
554.9105,
Code
2024,
is
amended
by
striking
the
section
and
inserting
in
lieu
thereof
the
following:
554.9105
Control
of
electronic
copy
of
record
evidencing
chattel
paper.
1.
General
rule:
control
of
electronic
copy
of
record
Senate
File
2389,
p.
28
evidencing
chattel
paper.
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.
2.
Single
authoritative
copy.
A
system
satisfies
subsection
1
if
the
record
or
records
evidencing
the
chattel
paper
are
created,
stored,
and
assigned
in
a
manner
that:
a.
a
single
authoritative
copy
of
the
record
or
records
exists
which
is
unique,
identifiable,
and,
except
as
otherwise
provided
in
paragraphs
“d”
,
“e”
,
and
“f”
,
unalterable;
b.
the
authoritative
copy
identifies
the
purchaser
as
the
assignee
of
the
record
or
records;
c.
the
authoritative
copy
is
communicated
to
and
maintained
by
the
purchaser
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
purchaser;
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.
3.
One
or
more
authoritative
copies.
A
system
satisfies
subsection
1,
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:
a.
enables
the
purchaser
readily
to
identify
each
electronic
copy
as
either
an
authoritative
copy
or
a
nonauthoritative
copy;
b.
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;
and
c.
gives
the
purchaser
exclusive
power,
subject
to
subsection
4,
to:
Senate
File
2389,
p.
29
(1)
prevent
others
from
adding
or
changing
an
identified
assignee
of
the
authoritative
electronic
copy;
and
(2)
transfer
control
of
the
authoritative
electronic
copy.
4.
Meaning
of
exclusive.
Subject
to
subsection
5,
a
power
is
exclusive
under
subsection
3,
paragraph
“c”
,
subparagraphs
(1)
and
(2),
even
if:
a.
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;
or
b.
the
power
is
shared
with
another
person.
5.
When
power
not
shared
with
another
person.
A
power
of
a
purchaser
is
not
shared
with
another
person
under
subsection
4,
paragraph
“b”
,
and
the
purchaser’s
power
is
not
exclusive
if:
a.
the
purchaser
can
exercise
the
power
only
if
the
power
also
is
exercised
by
the
other
person;
and
b.
the
other
person:
(1)
can
exercise
the
power
without
exercise
of
the
power
by
the
purchaser;
or
(2)
is
the
transferor
to
the
purchaser
of
an
interest
in
the
chattel
paper.
6.
Presumption
of
exclusivity
of
certain
powers.
If
a
purchaser
has
the
powers
specified
in
subsection
3,
paragraph
“c”
,
subparagraphs
(1)
and
(2),
the
powers
are
presumed
to
be
exclusive.
7.
Obtaining
control
through
another
person.
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:
a.
has
control
of
the
authoritative
electronic
copy
and
acknowledges
that
it
has
control
on
behalf
of
the
purchaser;
or
b.
obtains
control
of
the
authoritative
electronic
copy
after
having
acknowledged
that
it
will
obtain
control
of
the
electronic
copy
on
behalf
of
the
purchaser.
Sec.
44.
Section
554.9105A,
Code
2024,
is
amended
to
read
as
follows:
Senate
File
2389,
p.
30
554.9105A
Control
of
electronic
money.
1.
General
rule
:
——
control
of
electronic
money.
A
person
has
control
of
electronic
money
if:
a.
the
electronic
money
,
a
record
attached
to
or
logically
associated
with
the
electronic
money,
or
a
system
in
which
the
electronic
money
is
recorded
gives
the
person:
(1)
the
power
to
avail
itself
of
substantially
all
the
benefit
from
the
electronic
money;
and
(2)
exclusive
power,
subject
to
subsection
2
,
to:
(a)
prevent
others
from
availing
themselves
of
substantially
all
the
benefit
from
the
electronic
money;
and
(b)
transfer
control
of
the
electronic
money
to
another
person
or
cause
another
person
to
obtain
control
of
other
electronic
money
as
a
result
of
the
transfer
of
the
electronic
money;
and
b.
the
electronic
money,
a
record
attached
to
or
logically
associated
with
the
electronic
money,
or
a
system
in
which
the
electronic
money
is
recorded
enables
the
person
readily
to
identify
itself
in
any
way,
including
by
name,
identifying
number,
cryptographic
key,
office,
or
account
number,
as
having
the
powers
under
paragraph
“a”
.
2.
Meaning
of
exclusive.
Subject
to
subsection
3,
a
power
is
exclusive
under
subsection
1,
paragraph
“a”
,
subparagraph
(2),
subparagraph
divisions
(a)
and
(b)
even
if:
a.
the
electronic
money,
a
record
attached
to
or
logically
associated
with
the
electronic
money,
or
a
system
in
which
the
electronic
money
is
recorded
limits
the
use
of
the
electronic
money
or
has
a
protocol
programmed
to
cause
a
change,
including
a
transfer
or
loss
of
control;
or
b.
the
power
is
shared
with
another
person.
3.
When
power
not
shared
with
another
person.
A
power
of
a
person
is
not
shared
with
another
person
under
subsection
2,
paragraph
“b”
and
the
person’s
power
is
not
exclusive
if:
a.
the
person
can
exercise
the
power
only
if
the
power
also
is
exercised
by
the
other
person;
and
b.
the
other
person:
(1)
can
exercise
the
power
without
exercise
of
the
power
by
the
person;
or
(2)
is
the
transferor
to
the
person
of
an
interest
in
the
Senate
File
2389,
p.
31
electronic
money.
4.
Presumption
of
exclusivity
of
certain
powers.
If
a
person
has
the
powers
specified
in
subsection
1,
paragraph
“a”
,
subparagraph
(2),
subparagraph
divisions
(a)
and
(b)
the
powers
are
presumed
to
be
exclusive.
2.
5.
Control
through
another
person.
A
person
has
control
of
electronic
money
if
another
person,
other
than
the
transferor
of
an
interest
in
the
electronic
money:
a.
has
control
of
the
electronic
money
and
acknowledges
that
it
has
control
on
behalf
of
the
person,
or
b.
obtains
control
of
the
electronic
money
after
having
acknowledged
that
it
will
obtain
control
of
the
electronic
money
on
behalf
of
the
person.
3.
Meaning
of
exclusive.
A
power
is
exclusive
under
subsection
1
,
paragraph
“a”
,
subparagraph
(2),
even
if:
a.
the
electronic
money
or
a
system
in
which
the
electronic
money
is
recorded
limits
the
use
of
the
electronic
money
or
has
a
protocol
programmed
to
transfer
control;
or
b.
the
person
has
agreed
to
share
the
power
with
another
person.
Sec.
45.
NEW
SECTION
.
554.9107B
No
requirement
to
acknowledge
or
confirm;
no
duties.
1.
No
requirement
to
acknowledge.
A
person
that
has
control
under
section
554.9104,
554.9105,
or
554.9105A
is
not
required
to
acknowledge
that
it
has
control
on
behalf
of
another
person.
2.
No
duties
or
confirmation.
If
a
person
acknowledges
that
it
has
or
will
obtain
control
on
behalf
of
another
person,
unless
the
person
otherwise
agrees
or
law
other
than
this
Article
otherwise
provides,
the
person
does
not
owe
any
duty
to
the
other
person
and
is
not
required
to
confirm
the
acknowledgment
to
any
other
person.
Sec.
46.
Section
554.9203,
subsection
2,
Code
2024,
is
amended
to
read
as
follows:
2.
Enforceability.
Except
as
otherwise
provided
in
subsections
3
through
10
9
,
a
security
interest
is
enforceable
against
the
debtor
and
third
parties
with
respect
to
the
collateral
only
if:
a.
value
has
been
given;
b.
the
debtor
has
rights
in
the
collateral
or
the
power
to
Senate
File
2389,
p.
32
transfer
rights
in
the
collateral
to
a
secured
party;
and
c.
one
of
the
following
conditions
is
met:
(1)
the
debtor
has
authenticated
signed
a
security
agreement
that
provides
a
description
of
the
collateral
and,
if
the
security
interest
covers
timber
to
be
cut,
a
description
of
the
land
concerned;
(2)
the
collateral
is
not
a
certificated
security
and
is
in
the
possession
of
the
secured
party
under
section
554.9313
pursuant
to
the
debtor’s
security
agreement;
(3)
the
collateral
is
a
certificated
security
in
registered
form
and
the
security
certificate
has
been
delivered
to
the
secured
party
under
section
554.8301
pursuant
to
the
debtor’s
security
agreement;
or
(4)
the
collateral
is
controllable
accounts,
controllable
electronic
records,
controllable
payment
intangibles,
deposit
accounts,
electronic
chattel
paper,
electronic
documents,
electronic
money,
investment
property,
or
letter-of-credit
rights,
and
the
secured
party
has
control
under
section
554.7106
,
554.9104
,
554.9105
,
554.9105A
,
554.9106
,
554.9107
,
or
554.9107A
pursuant
to
the
debtor’s
security
agreement
.
;
or
(5)
the
collateral
is
chattel
paper
and
the
secured
party
has
possession
and
control
under
section
554.9314A
pursuant
to
the
debtor’s
security
agreement.
Sec.
47.
Section
554.9203,
subsection
10,
Code
2024,
is
amended
by
striking
the
subsection.
Sec.
48.
Section
554.9204,
subsection
2,
Code
2024,
is
amended
to
read
as
follows:
2.
When
after-acquired
property
clause
not
effective.
A
Subject
to
subsection
4,
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
ten
days
after
the
secured
party
gives
value;
or
b.
a
commercial
tort
claim.
Sec.
49.
Section
554.9204,
Code
2024,
is
amended
by
adding
the
following
new
subsection:
NEW
SUBSECTION
.
4.
Limitation
on
subsection
2.
Subsection
2
does
not
prevent
a
security
interest
from
attaching:
a.
to
consumer
goods
as
proceeds
under
section
554.9315,
Senate
File
2389,
p.
33
subsection
1,
or
commingled
goods
under
section
554.9336,
subsection
3;
b.
to
a
commercial
tort
claim
as
proceeds
under
section
554.9315,
subsection
1;
or
c.
under
an
after-acquired
property
clause
to
property
that
is
proceeds
of
consumer
goods
or
a
commercial
tort
claim.
Sec.
50.
Section
554.9208,
subsection
2,
Code
2024,
is
amended
to
read
as
follows:
2.
Duties
of
secured
party
after
receiving
demand
from
debtor.
Within
ten
days
after
receiving
an
authenticated
a
signed
demand
by
the
debtor:
a.
a
secured
party
having
control
of
a
deposit
account
under
section
554.9104,
subsection
1
,
paragraph
“b”
,
shall
send
to
the
bank
with
which
the
deposit
account
is
maintained
an
authenticated
statement
a
signed
record
that
releases
the
bank
from
any
further
obligation
to
comply
with
instructions
originated
by
the
secured
party;
b.
a
secured
party
having
control
of
a
deposit
account
under
section
554.9104,
subsection
1
,
paragraph
“c”
,
shall:
(1)
pay
the
debtor
the
balance
on
deposit
in
the
deposit
account;
or
(2)
transfer
the
balance
on
deposit
into
a
deposit
account
in
the
debtor’s
name;
c.
a
secured
party,
other
than
a
buyer,
having
control
of
electronic
chattel
paper
under
section
554.9105
shall:
of
an
authoritative
electronic
copy
of
a
record
evidencing
chattel
paper
shall
transfer
control
of
the
electronic
copy
to
the
debtor
or
a
person
designated
by
the
debtor;
(1)
communicate
the
authoritative
copy
of
the
electronic
chattel
paper
to
the
debtor
or
its
designated
custodian;
(2)
if
the
debtor
designates
a
custodian
that
is
the
designated
custodian
with
which
the
authoritative
copy
of
the
electronic
chattel
paper
is
maintained
for
the
secured
party,
communicate
to
the
custodian
an
authenticated
record
releasing
the
designated
custodian
from
any
further
obligation
to
comply
with
instructions
originated
by
the
secured
party
and
instructing
the
custodian
to
comply
with
instructions
originated
by
the
debtor;
and
(3)
take
appropriate
action
to
enable
the
debtor
or
its
Senate
File
2389,
p.
34
designated
custodian
to
make
copies
of
or
revisions
to
the
authoritative
copy
which
add
or
change
an
identified
assignee
of
the
authoritative
copy
without
the
consent
of
the
secured
party;
d.
a
secured
party
having
control
of
investment
property
under
section
554.8106,
subsection
4
,
paragraph
“b”
,
or
section
554.9106,
subsection
2
,
shall
send
to
the
securities
intermediary
or
commodity
intermediary
with
which
the
security
entitlement
or
commodity
contract
is
maintained
an
authenticated
a
signed
record
that
releases
the
securities
intermediary
or
commodity
intermediary
from
any
further
obligation
to
comply
with
entitlement
orders
or
directions
originated
by
the
secured
party;
e.
a
secured
party
having
control
of
a
letter-of-credit
right
under
section
554.9107
shall
send
to
each
person
having
an
unfulfilled
obligation
to
pay
or
deliver
proceeds
of
the
letter
of
credit
to
the
secured
party
an
authenticated
a
signed
release
from
any
further
obligation
to
pay
or
deliver
proceeds
of
the
letter
of
credit
to
the
secured
party;
f.
a
secured
party
having
control
under
section
554.7106
of
an
authoritative
electronic
copy
of
an
electronic
document
shall
:
transfer
control
of
the
electronic
copy
to
the
debtor
or
a
person
designated
by
the
debtor;
(1)
give
control
of
the
electronic
document
to
the
debtor
or
its
designated
custodian;
(2)
if
the
debtor
designates
a
custodian
that
is
the
designated
custodian
with
which
the
authoritative
copy
of
the
electronic
document
is
maintained
for
the
secured
party,
communicate
to
the
custodian
an
authenticated
record
releasing
the
designated
custodian
from
any
further
obligation
to
comply
with
instructions
originated
by
the
secured
party
and
instructing
the
custodian
to
comply
with
instructions
originated
by
the
debtor;
and
(3)
take
appropriate
action
to
enable
the
debtor
or
its
designated
custodian
to
make
copies
of
or
revisions
to
the
authoritative
copy
which
add
or
change
an
identified
assignee
of
the
authoritative
copy
without
the
consent
of
the
secured
party;
g.
a
secured
party
having
control
under
section
554.9105A
of
Senate
File
2389,
p.
35
electronic
money
shall
transfer
control
of
the
electronic
money
to
the
debtor
or
a
person
designated
by
the
debtor;
and
h.
a
secured
party
having
control
under
section
554.14105
of
a
controllable
electronic
record
,
other
than
a
buyer
of
a
controllable
account
or
controllable
payment
intangible
evidenced
by
the
controllable
electronic
record,
shall
transfer
control
of
the
controllable
electronic
record
to
the
debtor
or
a
person
designated
by
the
debtor.
Sec.
51.
Section
554.9209,
subsection
2,
Code
2024,
is
amended
to
read
as
follows:
2.
Duties
of
secured
party
after
receiving
demand
from
debtor.
Within
ten
days
after
receiving
an
authenticated
a
signed
demand
by
the
debtor,
a
secured
party
shall
send
to
an
account
debtor
that
has
received
notification
under
section
554.9406,
subsection
1,
or
section
554.14106,
subsection
2,
of
an
assignment
to
the
secured
party
as
assignee
under
section
554.9406,
subsection
1
,
an
authenticated
a
signed
record
that
releases
the
account
debtor
from
any
further
obligation
to
the
secured
party.
Sec.
52.
Section
554.9210,
subsections
1,
2,
3,
4,
and
5,
Code
2024,
are
amended
to
read
as
follows:
1.
Definitions.
In
this
section
:
a.
“Request”
means
a
record
of
a
type
described
in
paragraph
“b”
,
“c”
,
or
“d”
.
b.
“Request
for
an
accounting”
means
a
record
authenticated
signed
by
a
debtor
requesting
that
the
recipient
provide
an
accounting
of
the
unpaid
obligations
secured
by
collateral
and
reasonably
identifying
the
transaction
or
relationship
that
is
the
subject
of
the
request.
c.
“Request
regarding
a
list
of
collateral”
means
a
record
authenticated
signed
by
a
debtor
requesting
that
the
recipient
approve
or
correct
a
list
of
what
the
debtor
believes
to
be
the
collateral
securing
an
obligation
and
reasonably
identifying
the
transaction
or
relationship
that
is
the
subject
of
the
request.
d.
“Request
regarding
a
statement
of
account”
means
a
record
authenticated
signed
by
a
debtor
requesting
that
the
recipient
approve
or
correct
a
statement
indicating
what
the
debtor
believes
to
be
the
aggregate
amount
of
unpaid
obligations
Senate
File
2389,
p.
36
secured
by
collateral
as
of
a
specified
date
and
reasonably
identifying
the
transaction
or
relationship
that
is
the
subject
of
the
request.
2.
Duty
to
respond
to
requests.
Subject
to
subsections
3,
4,
5,
and
6
,
a
secured
party,
other
than
a
buyer
of
accounts,
chattel
paper,
payment
intangibles,
or
promissory
notes
or
a
consignor,
shall
comply
with
a
request
within
fourteen
days
after
receipt:
a.
in
the
case
of
a
request
for
an
accounting,
by
authenticating
signing
and
sending
to
the
debtor
an
accounting;
and
b.
in
the
case
of
a
request
regarding
a
list
of
collateral
or
a
request
regarding
a
statement
of
account,
by
authenticating
signing
and
sending
to
the
debtor
an
approval
or
correction.
3.
Request
regarding
list
of
collateral
——
statement
concerning
type
of
collateral.
A
secured
party
that
claims
a
security
interest
in
all
of
a
particular
type
of
collateral
owned
by
the
debtor
may
comply
with
a
request
regarding
a
list
of
collateral
by
sending
to
the
debtor
an
authenticated
a
signed
record
including
a
statement
to
that
effect
within
fourteen
days
after
receipt.
4.
Request
regarding
list
of
collateral
——
no
interest
claimed.
A
person
that
receives
a
request
regarding
a
list
of
collateral,
claims
no
interest
in
the
collateral
when
it
receives
the
request,
and
claimed
an
interest
in
the
collateral
at
an
earlier
time
shall
comply
with
the
request
within
fourteen
days
after
receipt
by
sending
to
the
debtor
an
authenticated
a
signed
record:
a.
disclaiming
any
interest
in
the
collateral;
and
b.
if
known
to
the
recipient,
providing
the
name
and
mailing
address
of
any
assignee
of
or
successor
to
the
recipient’s
interest
in
the
collateral.
5.
Request
for
accounting
or
regarding
statement
of
account
——
no
interest
in
obligation
claimed.
A
person
that
receives
a
request
for
an
accounting
or
a
request
regarding
a
statement
of
account,
claims
no
interest
in
the
obligations
when
it
receives
the
request,
and
claimed
an
interest
in
the
obligations
at
an
earlier
time
shall
comply
with
the
request
within
fourteen
Senate
File
2389,
p.
37
days
after
receipt
by
sending
to
the
debtor
an
authenticated
a
signed
record:
a.
disclaiming
any
interest
in
the
obligations;
and
b.
if
known
to
the
recipient,
providing
the
name
and
mailing
address
of
any
assignee
of
or
successor
to
the
recipient’s
interest
in
the
obligations.
Sec.
53.
Section
554.9301,
unnumbered
paragraph
1,
Code
2024,
is
amended
to
read
as
follows:
Except
as
otherwise
provided
in
sections
554.9303
,
554.9304
,
554.9305
,
and
554.9306
through
554.9306B
,
the
following
rules
determine
the
law
governing
perfection,
the
effect
of
perfection
or
nonperfection,
and
the
priority
of
a
security
interest
in
collateral:
Sec.
54.
Section
554.9301,
subsection
3,
unnumbered
paragraph
1,
Code
2024,
is
amended
to
read
as
follows:
Except
as
otherwise
provided
in
subsection
4
,
while
tangible
negotiable
tangible
documents,
goods,
instruments,
or
tangible
money
,
or
tangible
chattel
paper
is
located
in
a
jurisdiction,
the
local
law
of
that
jurisdiction
governs:
Sec.
55.
Section
554.9304,
subsection
1,
Code
2024,
is
amended
to
read
as
follows:
1.
Law
of
bank’s
jurisdiction
governs.
The
local
law
of
a
bank’s
jurisdiction
governs
perfection,
the
effect
of
perfection
or
nonperfection,
and
the
priority
of
a
security
interest
in
a
deposit
account
maintained
with
that
bank
even
if
the
transaction
does
not
bear
any
relation
to
the
bank’s
jurisdiction
.
Sec.
56.
Section
554.9305,
subsection
1,
Code
2024,
is
amended
by
adding
the
following
new
paragraph:
NEW
PARAGRAPH
.
e.
Paragraphs
“b”
,
“c”
,
and
“d”
apply
even
if
the
transaction
does
not
bear
any
relation
to
the
jurisdiction.
Sec.
57.
Section
554.9306A,
Code
2024,
is
amended
by
striking
the
section
and
inserting
in
lieu
thereof
the
following:
554.9306A
Law
governing
perfection
and
priority
of
security
interests
in
chattel
paper.
1.
Chattel
paper
evidenced
by
authoritative
electronic
copy.
Except
as
provided
in
subsection
4,
if
chattel
paper
Senate
File
2389,
p.
38
is
evidenced
only
by
an
authoritative
electronic
copy
of
the
chattel
paper
or
is
evidenced
by
an
authoritative
electronic
copy
and
an
authoritative
tangible
copy,
the
local
law
of
the
chattel
paper’s
jurisdiction
governs
perfection,
the
effect
of
perfection
or
nonperfection,
and
the
priority
of
a
security
interest
in
the
chattel
paper,
even
if
the
transaction
does
not
bear
any
relation
to
the
chattel
paper’s
jurisdiction.
2.
Chattel
paper’s
jurisdiction.
The
following
rules
determine
the
chattel
paper’s
jurisdiction
under
this
section:
a.
If
the
authoritative
electronic
copy
of
the
record
evidencing
chattel
paper,
or
a
record
attached
to
or
logically
associated
with
the
electronic
copy
and
readily
available
for
review,
expressly
provides
that
a
particular
jurisdiction
is
the
chattel
paper’s
jurisdiction
for
purposes
of
this
section,
this
part,
this
Article,
or
this
chapter,
that
jurisdiction
is
the
chattel
paper’s
jurisdiction.
b.
If
paragraph
“a”
does
not
apply
and
the
rules
of
the
system
in
which
the
authoritative
electronic
copy
is
recorded
are
readily
available
for
review
and
expressly
provide
that
a
particular
jurisdiction
is
the
chattel
paper’s
jurisdiction
for
purposes
of
this
section,
this
part,
this
Article,
or
this
chapter
that
jurisdiction
is
the
chattel
paper’s
jurisdiction.
c.
If
paragraphs
“a”
and
“b”
do
not
apply
and
the
authoritative
electronic
copy,
or
a
record
attached
to
or
logically
associated
with
the
electronic
copy
and
readily
available
for
review,
expressly
provides
that
the
chattel
paper
is
governed
by
the
law
of
a
particular
jurisdiction,
that
jurisdiction
is
the
chattel
paper’s
jurisdiction.
d.
If
paragraphs
“a”
,
“b”
,
and
“c”
do
not
apply
and
the
rules
of
the
system
in
which
the
authoritative
electronic
copy
is
recorded
are
readily
available
for
review
and
expressly
provide
that
the
chattel
paper
or
the
system
is
governed
by
the
law
of
a
particular
jurisdiction,
that
jurisdiction
is
the
chattel
paper’s
jurisdiction.
e.
If
paragraphs
“a”
through
“d”
do
not
apply,
the
chattel
paper’s
jurisdiction
is
the
jurisdiction
in
which
the
debtor
is
located.
3.
Chattel
paper
evidenced
by
authoritative
tangible
copy.
If
an
authoritative
tangible
copy
of
a
record
evidences
Senate
File
2389,
p.
39
chattel
paper
and
the
chattel
paper
is
not
evidenced
by
an
authoritative
electronic
copy,
while
the
authoritative
tangible
copy
of
the
record
evidencing
chattel
paper
is
located
in
a
jurisdiction,
the
local
law
of
that
jurisdiction
governs:
a.
perfection
of
a
security
interest
in
the
chattel
paper
by
possession
under
section
554.9314A;
and
b.
the
effect
of
perfection
or
nonperfection
and
the
priority
of
a
security
interest
in
the
chattel
paper.
4.
When
perfection
governed
by
law
of
jurisdiction
where
debtor
located.
The
local
law
of
the
jurisdiction
in
which
the
debtor
is
located
governs
perfection
of
a
security
interest
in
chattel
paper
by
filing.
Sec.
58.
NEW
SECTION
.
554.9306B
Law
governing
perfection
and
priority
of
security
interests
in
controllable
accounts,
controllable
electronic
records,
and
controllable
payment
intangibles.
1.
Governing
law:
general
rules.
Except
as
provided
in
subsection
2,
the
local
law
of
the
controllable
electronic
record’s
jurisdiction
specified
in
section
554.14107,
subsections
3
and
4
governs
perfection,
the
effect
of
perfection
or
nonperfection,
and
the
priority
of
a
security
interest
in
a
controllable
electronic
record
and
a
security
interest
in
a
controllable
account
or
controllable
payment
intangible
evidenced
by
the
controllable
electronic
record.
2.
When
perfection
governed
by
law
of
jurisdiction
where
debtor
located.
The
local
law
of
the
jurisdiction
in
which
the
debtor
is
located
governs:
a.
perfection
of
a
security
interest
in
a
controllable
account,
controllable
electronic
record,
or
controllable
payment
intangible
by
filing;
and
b.
automatic
perfection
of
a
security
interest
in
a
controllable
payment
intangible
created
by
a
sale
of
the
controllable
payment
intangible.
Sec.
59.
Section
554.9308,
subsection
8,
Code
2024,
is
amended
by
striking
the
subsection.
Sec.
60.
Section
554.9310,
subsection
2,
paragraph
h,
Code
2024,
is
amended
to
read
as
follows:
h.
in
controllable
accounts,
controllable
electronic
records,
controllable
payment
intangibles,
deposit
accounts,
Senate
File
2389,
p.
40
electronic
chattel
paper,
electronic
documents,
investment
property,
or
letter-of-credit
rights
which
is
are
perfected
by
control
under
section
554.9314
;
Sec.
61.
Section
554.9310,
subsection
2,
Code
2024,
is
amended
by
adding
the
following
new
paragraph:
NEW
PARAGRAPH
.
0i.
in
chattel
paper
which
is
perfected
by
possession
and
control
under
section
554.9314A;
Sec.
62.
Section
554.9312,
Code
2024,
is
amended
to
read
as
follows:
554.9312
Perfection
of
security
interests
in
chattel
paper,
controllable
accounts,
controllable
electronic
records,
controllable
payment
intangibles,
chattel
paper,
deposit
accounts,
negotiable
documents,
goods
covered
by
documents,
instruments,
investment
property,
letter-of-credit
rights,
and
money
——
perfection
by
permissive
filing
——
temporary
perfection
without
filing
or
transfer
of
possession.
1.
Perfection
by
filing
permitted.
A
security
interest
in
chattel
paper,
controllable
accounts,
controllable
electronic
records,
controllable
payment
intangibles,
chattel
paper,
negotiable
documents,
instruments,
or
investment
property
,
or
negotiable
documents
may
be
perfected
by
filing.
2.
Control
or
possession
of
certain
collateral.
Except
as
otherwise
provided
in
section
554.9315,
subsections
3
and
4
,
for
proceeds:
a.
a
security
interest
in
a
deposit
account
may
be
perfected
only
by
control
under
section
554.9314
;
b.
and
except
as
otherwise
provided
in
section
554.9308,
subsection
4
,
a
security
interest
in
a
letter-of-credit
right
may
be
perfected
only
by
control
under
section
554.9314
;
c.
a
security
interest
in
tangible
money
may
be
perfected
only
by
the
secured
party’s
taking
possession
under
section
554.9313
;
and
d.
a
security
interest
in
electronic
money
may
be
perfected
only
by
control
under
section
554.9314
.
3.
Goods
covered
by
negotiable
document.
While
goods
are
in
the
possession
of
a
bailee
that
has
issued
a
negotiable
document
covering
the
goods:
a.
a
security
interest
in
the
goods
may
be
perfected
by
perfecting
a
security
interest
in
the
document;
and
Senate
File
2389,
p.
41
b.
a
security
interest
perfected
in
the
document
has
priority
over
any
security
interest
that
becomes
perfected
in
the
goods
by
another
method
during
that
time.
4.
Goods
covered
by
nonnegotiable
document.
While
goods
are
in
the
possession
of
a
bailee
that
has
issued
a
nonnegotiable
document
covering
the
goods,
a
security
interest
in
the
goods
may
be
perfected
by:
a.
issuance
of
a
document
in
the
name
of
the
secured
party;
b.
the
bailee’s
receipt
of
notification
of
the
secured
party’s
interest;
or
c.
filing
as
to
the
goods.
5.
Temporary
perfection
——
new
value.
A
security
interest
in
certificated
securities,
negotiable
documents,
or
instruments
is
perfected
without
filing
or
the
taking
of
possession
or
control
for
a
period
of
twenty
days
from
the
time
it
attaches
to
the
extent
that
it
arises
for
new
value
given
under
an
authenticated
a
signed
security
agreement.
6.
Temporary
perfection
——
goods
or
documents
made
available
to
debtor.
A
perfected
security
interest
in
a
negotiable
document
or
goods
in
possession
of
a
bailee,
other
than
one
that
has
issued
a
negotiable
document
for
the
goods,
remains
perfected
for
twenty
days
without
filing
if
the
secured
party
makes
available
to
the
debtor
the
goods
or
documents
representing
the
goods
for
the
purpose
of:
a.
ultimate
sale
or
exchange;
or
b.
loading,
unloading,
storing,
shipping,
transshipping,
manufacturing,
processing,
or
otherwise
dealing
with
them
in
a
manner
preliminary
to
their
sale
or
exchange.
7.
Temporary
perfection
——
delivery
of
security
certificate
or
instrument
to
debtor.
A
perfected
security
interest
in
a
certificated
security
or
instrument
remains
perfected
for
twenty
days
without
filing
if
the
secured
party
delivers
the
security
certificate
or
instrument
to
the
debtor
for
the
purpose
of:
a.
ultimate
sale
or
exchange;
or
b.
presentation,
collection,
enforcement,
renewal,
or
registration
of
transfer.
8.
Expiration
of
temporary
perfection.
After
the
twenty-day
period
specified
in
subsection
5,
6,
or
7
expires,
perfection
Senate
File
2389,
p.
42
depends
upon
compliance
with
this
Article
.
Sec.
63.
Section
554.9313,
subsections
1,
3,
and
4,
Code
2024,
are
amended
to
read
as
follows:
1.
Perfection
by
possession
or
delivery.
Except
as
otherwise
provided
in
subsection
2
,
a
secured
party
may
perfect
a
security
interest
in
tangible
negotiable
documents,
goods,
instruments,
negotiable
tangible
documents,
or
tangible
money
,
or
tangible
chattel
paper
by
taking
possession
of
the
collateral.
A
secured
party
may
perfect
a
security
interest
in
certificated
securities
by
taking
delivery
of
the
certificated
securities
under
section
554.8301
.
3.
Collateral
in
possession
of
person
other
than
debtor.
With
respect
to
collateral
other
than
certificated
securities
and
goods
covered
by
a
document,
a
secured
party
takes
possession
of
collateral
in
the
possession
of
a
person
other
than
the
debtor,
the
secured
party,
or
a
lessee
of
the
collateral
from
the
debtor
in
the
ordinary
course
of
the
debtor’s
business,
when:
a.
the
person
in
possession
authenticates
signs
a
record
acknowledging
that
it
holds
possession
of
the
collateral
for
the
secured
party’s
benefit;
or
b.
the
person
takes
possession
of
the
collateral
after
having
authenticated
signed
a
record
acknowledging
that
it
will
hold
possession
of
the
collateral
for
the
secured
party’s
benefit.
4.
Time
of
perfection
by
possession
——
continuation
of
perfection.
If
perfection
of
a
security
interest
depends
upon
possession
of
the
collateral
by
a
secured
party,
perfection
occurs
no
not
earlier
than
the
time
the
secured
party
takes
possession
and
continues
only
while
the
secured
party
retains
possession.
Sec.
64.
Section
554.9314,
subsections
1,
2,
and
3,
Code
2024,
are
amended
to
read
as
follows:
1.
Perfection
by
control.
A
security
interest
in
controllable
accounts,
controllable
electronic
records,
controllable
payment
intangibles,
deposit
accounts,
electronic
chattel
paper,
electronic
documents,
electronic
money,
investment
property,
or
letter-of-credit
rights
may
be
perfected
by
control
of
the
collateral
under
section
554.7106
,
Senate
File
2389,
p.
43
554.9104
,
554.9105
,
554.9105A
,
554.9106
,
554.9107
,
or
554.9107A
.
2.
Specified
collateral
——
time
of
perfection
by
control
——
continuation
of
perfection.
A
security
interest
in
controllable
accounts,
controllable
electronic
records,
controllable
payment
intangibles,
deposit
accounts,
electronic
chattel
paper,
electronic
documents,
electronic
money,
or
letter-of-credit
rights
is
perfected
by
control
under
section
554.7106
,
554.9104
,
554.9105
,
554.9105A
,
554.9107
,
or
554.9107A
when
not
earlier
than
the
time
the
secured
party
obtains
control
and
remains
perfected
by
control
only
while
the
secured
party
retains
control.
3.
Investment
property
——
time
of
perfection
by
control
——
continuation
of
perfection.
A
security
interest
in
investment
property
is
perfected
by
control
under
section
554.9106
from
not
earlier
than
the
time
the
secured
party
obtains
control
and
remains
perfected
by
control
until:
a.
the
secured
party
does
not
have
control;
and
b.
one
of
the
following
occurs:
(1)
if
the
collateral
is
a
certificated
security,
the
debtor
has
or
acquires
possession
of
the
security
certificate;
(2)
if
the
collateral
is
an
uncertificated
security,
the
issuer
has
registered
or
registers
the
debtor
as
the
registered
owner;
or
(3)
if
the
collateral
is
a
security
entitlement,
the
debtor
is
or
becomes
the
entitlement
holder.
Sec.
65.
NEW
SECTION
.
554.9314A
Perfection
by
possession
and
control
of
chattel
paper.
1.
Perfection
by
possession
and
control.
A
secured
party
may
perfect
a
security
interest
in
chattel
paper
by
taking
possession
of
each
authoritative
tangible
copy
of
the
record
evidencing
the
chattel
paper
and
obtaining
control
of
each
authoritative
electronic
copy
of
the
electronic
record
evidencing
the
chattel
paper.
2.
Time
of
perfection;
continuation
of
perfection.
A
security
interest
is
perfected
under
subsection
1
not
earlier
than
the
time
the
secured
party
takes
possession
and
obtains
control
and
remains
perfected
under
subsection
1
only
while
the
secured
party
retains
possession
and
control.
Senate
File
2389,
p.
44
3.
Application
of
section
554.9313
to
perfection
by
possession
of
chattel
paper.
Section
554.9313,
subsections
3
and
6
through
9,
apply
to
perfection
by
possession
of
an
authoritative
tangible
copy
of
a
record
evidencing
chattel
paper.
Sec.
66.
Section
554.9316,
subsections
1
and
6,
Code
2024,
are
amended
to
read
as
follows:
1.
General
rule
——
effect
on
perfection
of
change
in
governing
law.
A
security
interest
perfected
pursuant
to
the
law
of
the
jurisdiction
designated
in
section
554.9301,
subsection
1
,
or
section
554.9305,
subsection
3
,
section
554.9306A,
subsection
4,
or
section
554.9306B,
subsection
2,
remains
perfected
until
the
earliest
of:
a.
the
time
perfection
would
have
ceased
under
the
law
of
that
jurisdiction;
b.
the
expiration
of
four
months
after
a
change
of
the
debtor’s
location
to
another
jurisdiction;
or
c.
the
expiration
of
one
year
after
a
transfer
of
collateral
to
a
person
that
thereby
becomes
a
debtor
and
is
located
in
another
jurisdiction.
6.
Change
in
jurisdiction
of
chattel
paper,
controllable
electronic
record,
bank,
issuer,
nominated
person,
securities
intermediary,
or
commodity
intermediary.
A
security
interest
in
chattel
paper,
controllable
accounts,
controllable
electronic
records,
controllable
payment
intangibles,
deposit
accounts,
letter-of-credit
rights,
or
investment
property
which
is
perfected
under
the
law
of
the
chattel
paper’s
jurisdiction,
the
controllable
electronic
record’s
jurisdiction,
the
bank’s
jurisdiction,
the
issuer’s
jurisdiction,
a
nominated
person’s
jurisdiction,
the
securities
intermediary’s
jurisdiction,
or
the
commodity
intermediary’s
jurisdiction,
as
applicable,
remains
perfected
until
the
earlier
of:
a.
the
time
the
security
interest
would
have
become
unperfected
under
the
law
of
that
jurisdiction;
or
b.
the
expiration
of
four
months
after
a
change
of
the
applicable
jurisdiction
to
another
jurisdiction.
Sec.
67.
Section
554.9317,
subsections
2
and
4,
Code
2024,
are
amended
to
read
as
follows:
2.
Buyers
that
receive
delivery.
Except
as
otherwise
Senate
File
2389,
p.
45
provided
in
subsection
5
,
a
buyer,
other
than
a
secured
party,
of
tangible
chattel
paper,
tangible
documents,
goods,
instruments,
tangible
documents,
or
a
certificated
security
certificate
takes
free
of
a
security
interest
or
agricultural
lien
if
the
buyer
gives
value
and
receives
delivery
of
the
collateral
without
knowledge
of
the
security
interest
or
agricultural
lien
and
before
it
is
perfected.
4.
Licensees
and
buyers
of
certain
collateral.
A
Subject
to
subsections
6
through
9,
a
licensee
of
a
general
intangible
or
a
buyer,
other
than
a
secured
party,
of
collateral
other
than
tangible
chattel
paper,
tangible
documents,
electronic
money,
goods,
instruments,
tangible
documents,
or
a
certificated
security
takes
free
of
a
security
interest
if
the
licensee
or
buyer
gives
value
without
knowledge
of
the
security
interest
and
before
it
is
perfected.
Sec.
68.
Section
554.9317,
Code
2024,
is
amended
by
adding
the
following
new
subsections:
NEW
SUBSECTION
.
6.
Buyers
of
chattel
paper.
A
buyer,
other
than
a
secured
party,
of
chattel
paper
takes
free
of
a
security
interest
if,
without
knowledge
of
the
security
interest
and
before
it
is
perfected,
the
buyer
gives
value
and:
a.
receives
delivery
of
each
authoritative
tangible
copy
of
the
record
evidencing
the
chattel
paper;
and
b.
if
each
authoritative
electronic
copy
of
the
record
evidencing
the
chattel
paper
can
be
subjected
to
control
under
section
554.9105,
obtains
control
of
each
authoritative
electronic
copy.
NEW
SUBSECTION
.
7.
Buyers
of
electronic
documents.
A
buyer
of
an
electronic
document
takes
free
of
a
security
interest
if,
without
knowledge
of
the
security
interest
and
before
it
is
perfected,
the
buyer
gives
value
and,
if
each
authoritative
electronic
copy
of
the
document
can
be
subjected
to
control
under
section
554.7106,
obtains
control
of
each
authoritative
electronic
copy.
NEW
SUBSECTION
.
8.
Buyers
of
controllable
electronic
records.
A
buyer
of
a
controllable
electronic
record
takes
free
of
a
security
interest
if,
without
knowledge
of
the
security
interest
and
before
it
is
perfected,
the
buyer
gives
value
and
obtains
control
of
the
controllable
electronic
record.
Senate
File
2389,
p.
46
NEW
SUBSECTION
.
9.
Buyers
of
controllable
accounts
and
controllable
payment
intangibles.
A
buyer,
other
than
a
secured
party,
of
a
controllable
account
or
a
controllable
payment
intangible
takes
free
of
a
security
interest
if,
without
knowledge
of
the
security
interest
and
before
it
is
perfected,
the
buyer
gives
value
and
obtains
control
of
the
controllable
account
or
controllable
payment
intangible.
Sec.
69.
Section
554.9323,
subsections
4
and
6,
Code
2024,
are
amended
to
read
as
follows:
4.
Buyer
of
goods.
Except
as
otherwise
provided
in
subsection
5
,
a
buyer
of
goods
other
than
a
buyer
in
ordinary
course
of
business
takes
free
of
a
security
interest
to
the
extent
that
it
secures
advances
made
after
the
earlier
of:
a.
the
time
the
secured
party
acquires
knowledge
of
the
buyer’s
purchase;
or
b.
forty-five
days
after
the
purchase.
6.
Lessee
of
goods.
Except
as
otherwise
provided
in
subsection
7
,
a
lessee
of
goods
,
other
than
a
lessee
in
ordinary
course
of
business,
takes
the
leasehold
interest
free
of
a
security
interest
to
the
extent
that
it
secures
advances
made
after
the
earlier
of:
a.
the
time
the
secured
party
acquires
knowledge
of
the
lease;
or
b.
forty-five
days
after
the
lease
contract
becomes
enforceable.
Sec.
70.
Section
554.9324,
subsection
2,
paragraph
b,
Code
2024,
is
amended
to
read
as
follows:
b.
the
purchase-money
secured
party
sends
an
authenticated
signed
notification
to
the
holder
of
the
conflicting
security
interest;
Sec.
71.
Section
554.9324,
subsection
4,
paragraph
b,
Code
2024,
is
amended
to
read
as
follows:
b.
the
purchase-money
secured
party
sends
an
authenticated
a
signed
notification
to
the
holder
of
the
conflicting
security
interest;
Sec.
72.
Section
554.9330,
subsections
1,
2,
and
6,
Code
2024,
are
amended
to
read
as
follows:
1.
Purchaser’s
priority
——
security
interest
claimed
merely
as
proceeds.
A
purchaser
of
chattel
paper
has
priority
over
a
Senate
File
2389,
p.
47
security
interest
in
the
chattel
paper
which
is
claimed
merely
as
proceeds
of
inventory
subject
to
a
security
interest
if:
a.
in
good
faith
and
in
the
ordinary
course
of
the
purchaser’s
business,
the
purchaser
gives
new
value
,
and
takes
possession
of
each
authoritative
tangible
copy
of
the
record
evidencing
the
chattel
paper
or
,
and
obtains
control
of
under
section
554.9105
of
each
authoritative
electronic
copy
of
the
record
evidencing
the
chattel
paper
under
section
554.9105
;
and
b.
the
chattel
paper
does
authoritative
copies
of
the
record
evidencing
the
chattel
paper
do
not
indicate
that
it
the
chattel
paper
has
been
assigned
to
an
identified
assignee
other
than
the
purchaser.
2.
Purchaser’s
priority
——
other
security
interests.
A
purchaser
of
chattel
paper
has
priority
over
a
security
interest
in
the
chattel
paper
which
is
claimed
other
than
merely
as
proceeds
of
inventory
subject
to
a
security
interest
if
the
purchaser
gives
new
value
,
and
takes
possession
of
each
authoritative
tangible
copy
of
the
record
evidencing
the
chattel
paper
or
,
and
obtains
control
of
under
section
554.9105
of
each
authoritative
electronic
copy
of
the
record
evidencing
the
chattel
paper
under
section
554.9105
in
good
faith,
in
the
ordinary
course
of
the
purchaser’s
business,
and
without
knowledge
that
the
purchase
violates
the
rights
of
the
secured
party.
6.
Indication
of
assignment
gives
knowledge.
For
purposes
of
subsections
2
and
4
,
if
the
authoritative
copies
of
the
record
evidencing
chattel
paper
or
an
instrument
indicates
indicate
that
it
the
chattel
paper
or
instrument
has
been
assigned
to
an
identified
secured
party
other
than
the
purchaser,
a
purchaser
of
the
chattel
paper
or
instrument
has
knowledge
that
the
purchase
violates
the
rights
of
the
secured
party.
Sec.
73.
Section
554.9331,
Code
2024,
is
amended
to
read
as
follows:
554.9331
Priority
of
rights
of
purchasers
of
controllable
accounts,
controllable
electronic
records,
controllable
payment
intangibles,
documents,
instruments,
and
securities
under
other
Articles
——
priority
of
interests
in
financial
assets
and
security
entitlements
and
protections
protection
against
assertions
assertion
of
claims
under
Articles
8
and
14.
Senate
File
2389,
p.
48
1.
Rights
under
Articles
3,
7,
8,
and
14
not
limited.
This
Article
does
not
limit
the
rights
of
a
holder
in
due
course
of
a
negotiable
instrument,
a
holder
to
which
a
negotiable
document
of
title
has
been
duly
negotiated,
a
protected
purchaser
of
a
security,
or
a
qualifying
purchaser
of
a
controllable
account,
controllable
electronic
record,
or
controllable
payment
intangible.
These
holders
or
purchasers
take
priority
over
an
earlier
security
interest,
even
if
perfected,
to
the
extent
provided
in
Articles
3
,
7
,
8
,
and
14
.
2.
Protection
under
Articles
8
and
14.
This
Article
does
not
limit
the
rights
of
or
impose
liability
on
a
person
to
the
extent
that
the
person
is
protected
against
the
assertion
of
a
claim
under
Article
8
or
14
.
3.
Filing
not
notice.
Filing
under
this
Article
does
not
constitute
notice
of
a
claim
or
defense
to
the
holders,
purchasers,
or
persons
described
in
subsections
1
and
2
.
Sec.
74.
Section
554.9332,
Code
2024,
is
amended
to
read
as
follows:
554.9332
Transfer
of
money
——
transfer
of
funds
from
deposit
account.
1.
Transferee
of
tangible
money.
A
transferee
of
tangible
money
takes
the
money
free
of
a
security
interest
in
the
money
if
the
transferee
when
receiving
delivery
receives
possession
of
the
money
does
not
act
without
acting
in
collusion
with
the
debtor
in
violating
the
rights
of
the
secured
party.
2.
Transferee
of
electronic
money.
A
transferee
of
electronic
money
takes
the
money
free
of
a
security
interest
in
the
money
if
the
transferee
when
obtaining
control
of
the
money
does
not
act
in
collusion
with
the
debtor
in
violating
the
rights
of
the
secured
party.
3.
2.
Transferee
of
funds
from
deposit
account.
A
transferee
of
funds
from
a
deposit
account
takes
the
funds
free
of
a
security
interest
in
the
deposit
account
if
the
transferee
when
receiving
receives
the
funds
does
not
act
without
acting
in
collusion
with
the
debtor
in
violating
the
rights
of
the
secured
party.
3.
Transferee
of
electronic
money.
A
transferee
of
electronic
money
takes
the
money
free
of
a
security
interest
if
the
transferee
obtains
control
of
the
money
without
acting
Senate
File
2389,
p.
49
in
collusion
with
the
debtor
in
violating
the
rights
of
the
secured
party.
Sec.
75.
Section
554.9334,
subsection
6,
paragraph
a,
Code
2024,
is
amended
to
read
as
follows:
a.
the
encumbrancer
or
owner
has,
in
an
authenticated
a
signed
record,
consented
to
the
security
interest
or
disclaimed
an
interest
in
the
goods
as
fixtures;
or
Sec.
76.
Section
554.9341,
unnumbered
paragraph
1,
Code
2024,
is
amended
to
read
as
follows:
Except
as
otherwise
provided
in
section
554.9340,
subsection
3
,
and
unless
the
bank
otherwise
agrees
in
an
authenticated
a
signed
record,
a
bank’s
rights
and
duties
with
respect
to
a
deposit
account
maintained
with
the
bank
are
not
terminated,
suspended,
or
modified
by:
Sec.
77.
Section
554.9404,
subsection
1,
paragraph
b,
Code
2024,
is
amended
to
read
as
follows:
b.
any
other
defense
or
claim
of
the
account
debtor
against
the
assignor
which
accrues
before
the
account
debtor
receives
a
notification
of
the
assignment
authenticated
signed
by
the
assignor
or
the
assignee.
Sec.
78.
Section
554.9406,
subsections
1,
4,
6,
7,
and
11,
Code
2024,
are
amended
to
read
as
follows:
1.
Discharge
of
account
debtor
——
effect
of
notification.
Subject
to
subsections
2
through
9
and
11
,
an
account
debtor
on
an
account,
chattel
paper,
or
a
payment
intangible
may
discharge
its
obligation
by
paying
the
assignor
until,
but
not
after,
the
account
debtor
receives
a
notification,
authenticated
signed
by
the
assignor
or
the
assignee,
that
the
amount
due
or
to
become
due
has
been
assigned
and
that
payment
is
to
be
made
to
the
assignee.
After
receipt
of
the
notification,
the
account
debtor
may
discharge
its
obligation
by
paying
the
assignee
and
may
not
discharge
the
obligation
by
paying
the
assignor.
4.
Term
restricting
assignment
generally
ineffective.
In
this
subsection,
“promissory
note”
includes
a
negotiable
instrument
that
evidences
chattel
paper.
Except
as
otherwise
provided
in
subsection
subsections
5
and
10A
and
sections
554.9407
and
554.13303
,
and
subject
to
subsection
8
,
a
term
in
an
agreement
between
an
account
debtor
and
an
assignor
or
in
a
Senate
File
2389,
p.
50
promissory
note
is
ineffective
to
the
extent
that
it:
a.
prohibits,
restricts,
or
requires
the
consent
of
the
account
debtor
or
person
obligated
on
the
promissory
note
to
the
assignment
or
transfer
of,
or
the
creation,
attachment,
perfection,
or
enforcement
of
a
security
interest
in,
the
account,
chattel
paper,
payment
intangible,
or
promissory
note;
or
b.
provides
that
the
assignment
or
transfer
or
the
creation,
attachment,
perfection,
or
enforcement
of
the
security
interest
may
give
rise
to
a
default,
breach,
right
of
recoupment,
claim,
defense,
termination,
right
of
termination,
or
remedy
under
the
account,
chattel
paper,
payment
intangible,
or
promissory
note.
6.
Legal
restrictions
on
assignment
generally
ineffective.
Except
as
otherwise
provided
in
subsection
10A
and
sections
554.9407
and
554.13303
and
subject
to
subsections
8
and
9,
a
rule
of
law,
statute,
or
regulation
that
prohibits,
restricts,
or
requires
the
consent
of
a
government,
governmental
body
or
official,
or
account
debtor
to
the
assignment
or
transfer
of,
or
creation
of
a
security
interest
in,
an
account
or
chattel
paper
is
ineffective
to
the
extent
that
the
rule
of
law,
statute,
or
regulation:
a.
prohibits,
restricts,
or
requires
the
consent
of
the
government,
governmental
body
or
official,
or
account
debtor
to
the
assignment
or
transfer
of,
or
the
creation,
attachment,
perfection,
or
enforcement
of
a
security
interest
in
the
account
or
chattel
paper;
or
b.
provides
that
the
assignment
or
transfer
or
the
creation,
attachment,
perfection,
or
enforcement
of
the
security
interest
may
give
rise
to
a
default,
breach,
right
of
recoupment,
claim,
defense,
termination,
right
of
termination,
or
remedy
under
the
account
or
chattel
paper.
7.
Subsection
2
,
paragraph
“c”,
not
waivable.
Subject
to
subsection
subsections
8
and
11
,
an
account
debtor
may
shall
not
waive
or
vary
its
option
under
subsection
2
,
paragraph
“c”
.
11.
Inapplicability
of
certain
subsections.
Subsections
1
through
,
2,
3
,
and
7
do
not
apply
to
a
controllable
account
or
controllable
payment
intangible.
Sec.
79.
Section
554.9406,
Code
2024,
is
amended
by
adding
the
following
new
subsection:
Senate
File
2389,
p.
51
NEW
SUBSECTION
.
10A.
Inapplicability
to
interests
in
certain
entities.
Subsections
4,
6,
and
10
do
not
apply
to
a
security
interest
in
an
ownership
interest
in
a
general
partnership,
limited
partnership,
or
limited
liability
company.
Sec.
80.
Section
554.9408,
subsection
1,
unnumbered
paragraph
1,
Code
2024,
is
amended
to
read
as
follows:
Except
as
otherwise
provided
in
subsection
2
subsections
2
and
6
,
a
term
in
a
promissory
note
or
in
an
agreement
between
an
account
debtor
and
a
debtor
which
relates
to
a
health
care
insurance
receivable
or
a
general
intangible,
including
a
contract,
permit,
license,
or
franchise,
and
which
term
prohibits,
restricts,
or
requires
the
consent
of
the
person
obligated
on
the
promissory
note
or
the
account
debtor
to,
the
assignment
or
transfer
of,
or
creation,
attachment,
or
perfection
of
a
security
interest
in,
the
promissory
note,
health
care
insurance
receivable,
or
general
intangible,
is
ineffective
to
the
extent
that
the
term:
Sec.
81.
Section
554.9408,
subsection
3,
unnumbered
paragraph
1,
Code
2024,
is
amended
to
read
as
follows:
A
Except
as
otherwise
provided
in
subsection
6,
a
rule
of
law,
statute,
or
regulation
that
prohibits,
restricts,
or
requires
the
consent
of
a
government,
governmental
body
or
official,
person
obligated
on
a
promissory
note,
or
account
debtor
to
the
assignment
or
transfer
of,
or
creation
of
a
security
interest
in,
a
promissory
note,
health
care
insurance
receivable,
or
general
intangible,
including
a
contract,
permit,
license,
or
franchise
between
an
account
debtor
and
a
debtor,
is
ineffective
to
the
extent
that
the
rule
of
law,
statute,
or
regulation:
Sec.
82.
Section
554.9408,
Code
2024,
is
amended
by
adding
the
following
new
subsections:
NEW
SUBSECTION
.
6.
Inapplicability
to
interests
in
certain
entities.
This
section
does
not
apply
to
a
security
interest
in
an
ownership
interest
in
a
general
partnership,
limited
partnership,
or
limited
liability
company.
NEW
SUBSECTION
.
7.
Promissory
note.
In
this
section,
“promissory
note”
includes
a
negotiable
instrument
that
evidences
chattel
paper.
Sec.
83.
Section
554.9509,
subsections
1
and
2,
Code
2024,
Senate
File
2389,
p.
52
are
amended
to
read
as
follows:
1.
Person
entitled
to
file
record.
A
person
may
file
an
initial
financing
statement,
amendment
that
adds
collateral
covered
by
a
financing
statement,
or
amendment
that
adds
a
debtor
to
a
financing
statement
only
if:
a.
the
debtor
authorizes
the
filing
in
an
authenticated
a
signed
record
or
pursuant
to
subsection
2
or
3
;
or
b.
the
person
holds
an
agricultural
lien
that
has
become
effective
at
the
time
of
filing
and
the
financing
statement
covers
only
collateral
in
which
the
person
holds
an
agricultural
lien.
2.
Security
agreement
as
authorization.
By
authenticating
signing
or
becoming
bound
as
debtor
by
a
security
agreement,
a
debtor
or
new
debtor
authorizes
the
filing
of
an
initial
financing
statement,
and
an
amendment,
covering:
a.
the
collateral
described
in
the
security
agreement;
and
b.
property
that
becomes
collateral
under
section
554.9315,
subsection
1
,
paragraph
“b”
,
whether
or
not
the
security
agreement
expressly
covers
proceeds.
Sec.
84.
Section
554.9513,
subsections
2
and
3,
Code
2024,
are
amended
to
read
as
follows:
2.
Time
for
compliance
with
subsection
1
.
To
comply
with
subsection
1
,
a
secured
party
shall
cause
the
secured
party
of
record
to
file
the
termination
statement:
a.
within
one
month
after
there
is
no
obligation
secured
by
the
collateral
covered
by
the
financing
statement
and
no
commitment
to
make
an
advance,
incur
an
obligation,
or
otherwise
give
value;
or
b.
if
earlier,
within
twenty
days
after
the
secured
party
receives
an
authenticated
a
signed
demand
from
a
debtor.
3.
Other
collateral.
In
cases
not
governed
by
subsection
1
,
within
twenty
days
after
a
secured
party
receives
an
authenticated
a
signed
demand
from
a
debtor,
the
secured
party
shall
cause
the
secured
party
of
record
for
a
financing
statement
to
send
to
the
debtor
a
termination
statement
for
the
financing
statement
or
file
the
termination
statement
in
the
filing
office
if:
a.
except
in
the
case
of
a
financing
statement
covering
accounts
or
chattel
paper
that
has
been
sold
or
goods
that
Senate
File
2389,
p.
53
are
the
subject
of
a
consignment,
there
is
no
obligation
secured
by
the
collateral
covered
by
the
financing
statement
and
no
commitment
to
make
an
advance,
incur
an
obligation,
or
otherwise
give
value;
b.
the
financing
statement
covers
accounts
or
chattel
paper
that
has
been
sold
but
as
to
which
the
account
debtor
or
other
person
obligated
has
discharged
its
obligation;
c.
the
financing
statement
covers
goods
that
were
the
subject
of
a
consignment
to
the
debtor
but
are
not
in
the
debtor’s
possession;
or
d.
the
debtor
did
not
authorize
the
filing
of
the
initial
financing
statement.
Sec.
85.
Section
554.9605,
Code
2024,
is
amended
to
read
as
follows:
554.9605
Unknown
debtor
or
secondary
obligor.
1.
Duties
to
unknown
persons
——
general
rule
In
general:
no
duty
owed
by
a
secured
party
.
Except
as
provided
in
subsection
2
,
a
secured
party
does
not
owe
a
duty
based
on
its
status
as
secured
party:
a.
to
a
person
that
is
a
debtor
or
obligor,
unless
the
secured
party
knows:
(1)
that
the
person
is
a
debtor
or
obligor;
(2)
the
identity
of
the
person;
and
(3)
how
to
communicate
with
the
person;
or
b.
to
a
secured
party
or
lienholder
that
has
filed
a
financing
statement
against
a
person,
unless
the
secured
party
knows:
(1)
that
the
person
is
a
debtor;
and
(2)
the
identity
of
the
person.
2.
When
secured
party
owes
duty
to
debtor
notwithstanding
subsection
1
Exception:
secured
party
owes
a
duty
to
debtor
or
obligor
.
A
secured
party
owes
a
duty
based
on
its
status
as
a
secured
party
to
a
person
that
is
a
debtor
if,
at
the
time
the
secured
party
obtains
control
of
collateral
that
is
a
controllable
account,
controllable
electronic
record,
or
controllable
payment
intangible,
or
at
the
time
the
security
interest
attaches
to
the
collateral,
whichever
is
later:
a.
the
person
is
a
debtor
or
obligor;
and
b.
the
secured
party
has
knowledge
knows
that
the
nature
Senate
File
2389,
p.
54
of
the
collateral
or
a
system
in
which
the
collateral
is
recorded
would
prevent
the
secured
party
from
acquiring
the
knowledge
specified
information
in
subsection
1
,
paragraph
“a”
,
subparagraph
(1),
(2),
or
(3)
relating
to
the
person
is
not
provided
by
the
collateral,
a
record
attached
to
or
logically
associated
with
the
collateral,
or
the
system
in
which
the
collateral
is
recorded
.
Sec.
86.
Section
554.9608,
subsection
1,
paragraph
a,
subparagraph
(3),
Code
2024,
is
amended
to
read
as
follows:
(3)
the
satisfaction
of
obligations
secured
by
any
subordinate
security
interest
in
or
other
lien
on
the
collateral
subject
to
the
security
interest
or
agricultural
lien
under
which
the
collection
or
enforcement
is
made
if
the
secured
party
receives
an
authenticated
a
signed
demand
for
proceeds
before
distribution
of
the
proceeds
is
completed.
Sec.
87.
Section
554.9611,
subsection
1,
paragraph
a,
Code
2024,
is
amended
to
read
as
follows:
a.
a
secured
party
sends
to
the
debtor
and
any
secondary
obligor
an
authenticated
a
signed
notification
of
disposition;
or
Sec.
88.
Section
554.9611,
subsections
2
and
3,
Code
2024,
are
amended
to
read
as
follows:
2.
Notification
of
disposition
required.
Except
as
otherwise
provided
in
subsection
4
,
a
secured
party
that
disposes
of
collateral
under
section
554.9610
shall
send
to
the
persons
specified
in
subsection
3
a
reasonable
authenticated
signed
notification
of
disposition.
3.
Persons
to
be
notified.
To
comply
with
subsection
2
,
the
secured
party
shall
send
an
authenticated
a
signed
notification
of
disposition
to:
a.
the
debtor;
b.
any
secondary
obligor;
and
c.
if
the
collateral
is
other
than
consumer
goods:
(1)
any
other
person
from
which
the
secured
party
has
received,
before
the
notification
date,
an
authenticated
a
signed
notification
of
a
claim
of
an
interest
in
the
collateral;
(2)
any
other
secured
party
or
lienholder
that,
ten
days
before
the
notification
date,
held
a
security
interest
in
or
Senate
File
2389,
p.
55
other
lien
on
the
collateral
perfected
by
the
filing
of
a
financing
statement
that:
(a)
identified
the
collateral;
(b)
was
indexed
under
the
debtor’s
name
as
of
that
date;
and
(c)
was
filed
in
the
office
in
which
to
file
a
financing
statement
against
the
debtor
covering
the
collateral
as
of
that
date;
and
(3)
any
other
secured
party
that,
ten
days
before
the
notification
date,
held
a
security
interest
in
the
collateral
perfected
by
compliance
with
a
statute,
regulation,
or
treaty
described
in
section
554.9311,
subsection
1
.
Sec.
89.
Section
554.9611,
subsection
5,
paragraph
b,
subparagraph
(2),
Code
2024,
is
amended
to
read
as
follows:
(2)
received
a
response
to
the
request
for
information
and
sent
an
authenticated
a
signed
notification
of
disposition
to
each
secured
party
or
other
lienholder
named
in
that
response
whose
financing
statement
covered
the
collateral.
Sec.
90.
Section
554.9613,
Code
2024,
is
amended
by
striking
the
section
and
inserting
in
lieu
thereof
the
following:
554.9613
Contents
and
form
of
notification
before
disposition
of
collateral
——
general.
1.
Contents
and
form
of
notification.
Except
in
a
consumer-goods
transaction,
the
following
rules
apply:
a.
The
contents
of
a
notification
of
disposition
are
sufficient
if
the
notification:
(1)
describes
the
debtor
and
the
secured
party;
(2)
describes
the
collateral
that
is
the
subject
of
the
intended
disposition;
(3)
states
the
method
of
intended
disposition;
(4)
states
that
the
debtor
is
entitled
to
an
accounting
of
the
unpaid
indebtedness
and
states
the
charge,
if
any,
for
an
accounting;
and
(5)
states
the
time
and
place
of
a
public
disposition
or
the
time
after
which
any
other
disposition
is
to
be
made.
b.
Whether
the
contents
of
a
notification
that
lacks
any
of
the
information
specified
in
paragraph
“a”
are
nevertheless
sufficient
is
a
question
of
fact.
c.
The
contents
of
a
notification
providing
substantially
the
information
specified
in
paragraph
“a”
are
sufficient,
even
Senate
File
2389,
p.
56
if
the
notification
includes:
(1)
information
not
specified
by
that
paragraph;
or
(2)
minor
errors
that
are
not
seriously
misleading.
d.
A
particular
phrasing
of
the
notification
is
not
required.
e.
The
following
form
of
notification
and
the
form
appearing
in
section
554.9614,
subsection
1,
paragraph
“c”
,
when
completed
in
accordance
with
the
instructions
in
subsection
2
and
section
554.9614,
subsection
2,
each
provides
sufficient
information:
NOTIFICATION
OF
DISPOSITION
OF
COLLATERAL
To:
(Name
of
debtor,
obligor,
or
other
person
to
which
the
notification
is
sent)
From:
(Name,
address,
and
telephone
number
of
secured
party)
{1}
Name
of
any
debtor
that
is
not
an
addressee:
(Name
of
each
debtor)
{2}
We
will
sell
(describe
collateral)
(to
the
highest
qualified
bidder)
at
public
sale.
A
sale
could
include
a
lease
or
license.
The
sale
will
be
held
as
follows:
(Date)
(Time)
(Place)
{3}
We
will
sell
(describe
collateral)
at
private
sale
sometime
after
(date).
A
sale
could
include
a
lease
or
license.
{4}
You
are
entitled
to
an
accounting
of
the
unpaid
indebtedness
secured
by
the
property
that
we
intend
to
sell
or,
as
applicable,
lease
or
license.
{5}
If
you
request
an
accounting
you
must
pay
a
charge
of
$(amount).
{6}
You
may
request
an
accounting
by
calling
us
at
(telephone
number).
[End
of
Form]
2.
Instructions
for
form
of
notification.
The
following
instructions
apply
to
the
form
of
notification
in
subsection
1,
paragraph
“e”
:
a.
The
instructions
in
this
subsection
refer
to
the
numbers
in
braces
before
items
in
the
form
of
notification
in
Senate
File
2389,
p.
57
subsection
1,
paragraph
“e”
.
Do
not
include
the
numbers
or
braces
in
the
notification.
The
numbers
and
braces
are
used
only
for
the
purpose
of
these
instructions.
b.
Include
and
complete
item
{1}
only
if
there
is
a
debtor
that
is
not
an
addressee
of
the
notification
and
list
the
name
or
names.
c.
Include
and
complete
either
item
{2},
if
the
notification
relates
to
a
public
disposition
of
the
collateral,
or
item
{3},
if
the
notification
relates
to
a
private
disposition
of
the
collateral.
If
item
{2}
is
included,
include
the
words
“to
the
highest
qualified
bidder”
only
if
applicable.
d.
Include
and
complete
items
{4}
and
{6}.
e.
Include
and
complete
item
{5}
only
if
the
sender
will
charge
the
recipient
for
an
accounting.
Sec.
91.
Section
554.9614,
Code
2024,
is
amended
by
striking
the
section
and
inserting
in
lieu
thereof
the
following:
554.9614
Contents
and
form
of
notification
before
disposition
of
collateral
——
consumer-goods
transaction.
1.
Contents
and
form
of
notification.
In
a
consumer-goods
transaction,
the
following
rules
apply:
a.
A
notification
of
disposition
must
provide
the
following
information:
(1)
the
information
specified
in
section
554.9613,
subsection
1,
paragraph
“a”
;
(2)
a
description
of
any
liability
for
a
deficiency
of
the
person
to
which
the
notification
is
sent;
(3)
a
telephone
number
from
which
the
amount
that
must
be
paid
to
the
secured
party
to
redeem
the
collateral
under
section
554.9623
is
available;
and
(4)
a
telephone
number
or
mailing
address
from
which
additional
information
concerning
the
disposition
and
the
obligation
secured
is
available.
b.
A
particular
phrasing
of
the
notification
is
not
required.
c.
The
following
form
of
notification,
when
completed
in
accordance
with
the
instructions
in
paragraph
“b”
,
provides
sufficient
information:
NOTICE
OF
OUR
PLAN
TO
SELL
PROPERTY
(Name
and
address
of
any
obligor
who
is
also
a
debtor)
Senate
File
2389,
p.
58
Subject:
(Identify
transaction)
We
have
your
(describe
collateral),
because
you
broke
promises
in
our
agreement.
{1}
We
will
sell
(describe
collateral)
at
public
sale.
A
sale
could
include
a
lease
or
license.
The
sale
will
be
held
as
follows:
(Date)
(Time)
(Place)
You
may
attend
the
sale
and
bring
bidders
if
you
want.
{2}
We
will
sell
(describe
collateral)
at
private
sale
sometime
after
(date).
A
sale
could
include
a
lease
or
license.
{3}
The
money
that
we
get
from
the
sale,
after
paying
our
costs,
will
reduce
the
amount
you
owe.
If
we
get
less
money
than
you
owe,
you
(will
or
will
not,
as
applicable)
still
owe
us
the
difference.
If
we
get
more
money
than
you
owe,
you
will
get
the
extra
money,
unless
we
must
pay
it
to
someone
else.
{4}
You
can
get
the
property
back
at
any
time
before
we
sell
it
by
paying
us
the
full
amount
you
owe,
not
just
the
past
due
payments,
including
our
expenses.
To
learn
the
exact
amount
you
must
pay,
call
us
at
(telephone
number).
{5}
If
you
want
us
to
explain
to
you
in
(writing)
(writing
or
in
(description
of
electronic
record))
(description
of
electronic
record)
how
we
have
figured
the
amount
that
you
owe
us,
{6}
call
us
at
(telephone
number)
(or)
(write
us
at
(secured
party’s
address))
(or
contact
us
by
(description
of
electronic
communication
method))
{7}
and
request
(a
written
explanation)
(a
written
explanation
or
an
explanation
in
(description
of
electronic
record))
(an
explanation
in
(description
of
electronic
record)).
{8}
We
will
charge
you
$(amount)
for
the
explanation
if
we
sent
you
another
written
explanation
of
the
amount
you
owe
us
within
the
last
six
months.
{9}
If
you
need
more
information
about
the
sale
(call
us
at
(telephone
number))
(or)
(write
us
at
(secured
party’s
address))
(or
contact
us
by
(description
of
electronic
communication
method)).
{10}
We
are
sending
this
notice
to
the
following
other
people
Senate
File
2389,
p.
59
who
have
an
interest
in
(describe
collateral)
or
who
owe
money
under
your
agreement:
(Names
of
all
other
debtors
and
obligors,
if
any)
[End
of
Form]
2.
Instructions
for
form
of
notification.
The
following
instructions
apply
to
the
form
of
notification
in
subsection
1,
paragraph
“c”
:
a.
The
instructions
in
this
subsection
refer
to
the
numbers
in
braces
before
items
in
the
form
of
notification
in
subsection
1,
paragraph
“c”
.
Do
not
include
the
numbers
or
braces
in
the
notification.
The
numbers
and
braces
are
used
only
for
the
purpose
of
these
instructions.
b.
Include
and
complete
either
item
{1},
if
the
notification
relates
to
a
public
disposition
of
the
collateral,
or
item
{2},
if
the
notification
relates
to
a
private
disposition
of
the
collateral.
c.
Include
and
complete
items
{3},
{4},
{5},
{6},
and
{7}.
d.
In
item
{5},
include
and
complete
any
one
of
the
three
alternative
methods
for
the
explanation
——
writing,
writing
or
electronic
record,
or
electronic
record.
e.
In
item
{6},
include
the
telephone
number.
In
addition,
the
sender
may
include
and
complete
either
or
both
of
the
two
additional
alternative
methods
of
communication
——
writing
or
electronic
communication
——
for
the
recipient
of
the
notification
to
communicate
with
the
sender.
Neither
of
the
two
additional
methods
of
communication
is
required
to
be
included.
f.
In
item
{7},
include
and
complete
the
method
or
methods
for
the
explanation
——
writing,
writing
or
electronic
record,
or
electronic
record
——
included
in
item
{5}.
g.
Include
and
complete
item
{8}
only
if
a
written
explanation
is
included
in
item
{5}
as
a
method
for
communicating
the
explanation
and
the
sender
will
charge
the
recipient
for
another
written
explanation.
h.
In
item
{9},
include
either
the
telephone
number
or
the
address
or
both
the
telephone
number
and
the
address.
In
addition,
the
sender
may
include
and
complete
the
additional
method
of
communication
——
electronic
communication
——
for
the
recipient
of
the
notification
to
communicate
with
the
sender.
Senate
File
2389,
p.
60
The
additional
method
of
electronic
communication
is
not
required
to
be
included.
i.
If
item
{10}
does
not
apply,
insert
“None”
after
“agreement:”.
Sec.
92.
Section
554.9615,
subsection
1,
paragraph
c,
subparagraph
(1),
Code
2024,
is
amended
to
read
as
follows:
(1)
the
secured
party
receives
from
the
holder
of
the
subordinate
security
interest
or
other
lien
an
authenticated
a
signed
demand
for
proceeds
before
distribution
of
the
proceeds
is
completed;
and
Sec.
93.
Section
554.9615,
subsection
1,
paragraph
d,
Code
2024,
is
amended
to
read
as
follows:
d.
a
secured
party
that
is
a
consignor
of
the
collateral
if
the
secured
party
receives
from
the
consignor
an
authenticated
a
signed
demand
for
proceeds
before
distribution
of
the
proceeds
is
completed.
Sec.
94.
Section
554.9616,
subsection
1,
paragraph
a,
unnumbered
paragraph
1,
Code
2024,
is
amended
to
read
as
follows:
“Explanation”
means
a
writing
record
that:
Sec.
95.
Section
554.9616,
subsection
1,
paragraph
b,
subparagraph
(1),
Code
2024,
is
amended
to
read
as
follows:
(1)
authenticated
signed
by
a
debtor
or
consumer
obligor;
Sec.
96.
Section
554.9616,
subsection
2,
paragraph
a,
subparagraph
(1),
Code
2024,
is
amended
to
read
as
follows:
(1)
before
or
when
the
secured
party
accounts
to
the
debtor
and
pays
any
surplus
or
first
makes
written
demand
in
a
record
on
the
consumer
obligor
after
the
disposition
for
payment
of
the
deficiency;
and
Sec.
97.
Section
554.9616,
subsection
3,
unnumbered
paragraph
1,
Code
2024,
is
amended
to
read
as
follows:
To
comply
with
subsection
1
,
paragraph
“a”
,
subparagraph
(2),
a
writing
an
explanation
must
provide
the
following
information
in
the
following
order:
Sec.
98.
Section
554.9619,
subsection
1,
unnumbered
paragraph
1,
Code
2024,
is
amended
to
read
as
follows:
In
this
section
,
“transfer
statement”
means
a
record
authenticated
signed
by
a
secured
party
stating:
Sec.
99.
Section
554.9620,
subsection
1,
paragraph
b,
Senate
File
2389,
p.
61
unnumbered
paragraph
1,
Code
2024,
is
amended
to
read
as
follows:
the
secured
party
does
not
receive,
within
the
time
set
forth
in
subsection
4
,
a
notification
of
objection
to
the
proposal
authenticated
signed
by:
Sec.
100.
Section
554.9620,
subsection
2,
paragraph
a,
Code
2024,
is
amended
to
read
as
follows:
a.
the
secured
party
consents
to
the
acceptance
in
an
authenticated
a
signed
record
or
sends
a
proposal
to
the
debtor;
and
Sec.
101.
Section
554.9620,
subsection
3,
Code
2024,
is
amended
to
read
as
follows:
3.
Debtor’s
consent.
For
purposes
of
this
section
:
a.
a
debtor
consents
to
an
acceptance
of
collateral
in
partial
satisfaction
of
the
obligation
it
secures
only
if
the
debtor
agrees
to
the
terms
of
the
acceptance
in
a
record
authenticated
signed
after
default;
and
b.
a
debtor
consents
to
an
acceptance
of
collateral
in
full
satisfaction
of
the
obligation
it
secures
only
if
the
debtor
agrees
to
the
terms
of
the
acceptance
in
a
record
authenticated
signed
after
default
or
the
secured
party:
(1)
sends
to
the
debtor
after
default
a
proposal
that
is
unconditional
or
subject
only
to
a
condition
that
collateral
not
in
the
possession
of
the
secured
party
be
preserved
or
maintained;
(2)
in
the
proposal,
proposes
to
accept
collateral
in
full
satisfaction
of
the
obligation
it
secures;
and
(3)
does
not
receive
a
notification
of
objection
authenticated
signed
by
the
debtor
within
twenty
days
after
the
proposal
is
sent.
Sec.
102.
Section
554.9620,
subsection
6,
paragraph
b,
Code
2024,
is
amended
to
read
as
follows:
b.
within
any
longer
period
to
which
the
debtor
and
all
secondary
obligors
have
agreed
in
an
agreement
to
that
effect
entered
into
and
authenticated
signed
after
default.
Sec.
103.
Section
554.9621,
subsection
1,
paragraph
a,
Code
2024,
is
amended
to
read
as
follows:
a.
any
person
from
which
the
secured
party
has
received,
before
the
debtor
consented
to
the
acceptance,
an
authenticated
Senate
File
2389,
p.
62
a
signed
notification
of
a
claim
of
an
interest
in
the
collateral;
Sec.
104.
Section
554.9624,
Code
2024,
is
amended
to
read
as
follows:
554.9624
Waiver.
1.
Waiver
of
disposition
notification.
A
debtor
or
secondary
obligor
may
waive
the
right
to
notification
of
disposition
of
collateral
under
section
554.9611
only
by
an
agreement
to
that
effect
entered
into
and
authenticated
signed
after
default.
2.
Waiver
of
mandatory
disposition.
A
debtor
may
waive
the
right
to
require
disposition
of
collateral
under
section
554.9620,
subsection
5
,
only
by
an
agreement
to
that
effect
entered
into
and
authenticated
signed
after
default.
3.
Waiver
of
redemption
right.
Except
in
a
consumer-goods
transaction,
a
debtor
or
secondary
obligor
may
waive
the
right
to
redeem
collateral
under
section
554.9623
only
by
an
agreement
to
that
effect
entered
into
and
authenticated
signed
after
default.
Sec.
105.
Section
554.9628,
subsection
1,
unnumbered
paragraph
1,
Code
2024,
is
amended
to
read
as
follows:
Unless
Subject
to
subsection
6,
unless
a
secured
party
knows
that
a
person
is
a
debtor
or
obligor,
knows
the
identity
of
the
person,
and
knows
how
to
communicate
with
the
person:
Sec.
106.
Section
554.9628,
subsection
6,
Code
2024,
is
amended
by
striking
the
subsection
and
inserting
in
lieu
thereof
the
following:
6.
Exception:
limitation
of
liability
under
subsections
1
and
2
does
not
apply.
Subsections
1
and
2
do
not
apply
to
limit
the
liability
of
a
secured
party
to
a
person
if,
at
the
time
the
secured
party
obtains
control
of
collateral
that
is
a
controllable
account,
controllable
electronic
record,
or
controllable
payment
intangible
or
at
the
time
the
security
interest
attaches
to
the
collateral,
whichever
is
later:
a.
the
person
is
a
debtor
or
obligor;
and
b.
the
secured
party
knows
that
the
information
in
subsection
2,
paragraph
“a”
,
subparagraph
(1),
(2),
or
(3),
relating
to
the
person
is
not
provided
by
the
collateral,
a
record
attached
to
or
logically
associated
with
the
collateral,
or
the
system
in
which
the
collateral
is
recorded.
Senate
File
2389,
p.
63
PART
I
ARTICLE
12
FUNDS
TRANSFERS
Sec.
107.
Section
554.12103,
Code
2024,
is
amended
to
read
as
follows:
554.12103
Payment
order
——
definitions.
1.
In
this
Article
unless
the
context
otherwise
requires
:
1.
a.
“Payment
order”
means
an
instruction
of
a
sender
to
a
receiving
bank,
transmitted
orally
,
electronically,
or
in
writing
or
in
a
record
,
to
pay,
or
to
cause
another
bank
to
pay,
a
fixed
or
determinable
amount
of
money
to
a
beneficiary
if
all
of
the
following
apply
:
(1)
The
instruction
does
not
state
a
condition
to
payment
to
the
beneficiary
other
than
time
of
payment
.
,
(2)
The
receiving
bank
is
to
be
reimbursed
by
debiting
an
account
of,
or
otherwise
receiving
payment
from,
the
sender
.
,
and
(3)
The
instruction
is
transmitted
by
the
sender
directly
to
the
receiving
bank
or
to
an
agent,
funds-transfer
system,
or
communication
system
for
transmittal
to
the
receiving
bank.
b.
A
payment
order
instructing
more
than
one
payment
to
be
made
to
a
beneficiary
is
a
separate
payment
order
with
respect
to
each
payment.
c.
A
payment
order
is
issued
when
it
is
sent
to
the
receiving
bank.
2.
b.
“Beneficiary”
means
the
person
to
be
paid
by
the
beneficiary’s
bank.
3.
c.
“Beneficiary’s
bank”
means
the
bank
identified
in
a
payment
order
in
which
an
account
of
the
beneficiary
is
to
be
credited
pursuant
to
the
order
or
which
otherwise
is
to
make
payment
to
the
beneficiary
if
the
order
does
not
provide
for
payment
to
an
account.
4.
d.
“Receiving
bank”
means
the
bank
to
which
the
sender’s
instruction
is
addressed.
5.
e.
“Sender”
means
the
person
giving
the
instruction
to
the
receiving
bank.
2.
If
an
instruction
complying
with
subsection
1,
paragraph
“a”
,
is
to
make
more
than
one
payment
to
a
beneficiary,
the
instruction
is
a
separate
payment
order
with
respect
to
each
Senate
File
2389,
p.
64
payment.
3.
A
payment
order
is
issued
when
it
is
sent
to
the
receiving
bank.
Sec.
108.
Section
554.12201,
Code
2024,
is
amended
to
read
as
follows:
554.12201
Security
procedure.
“Security
procedure”
means
a
procedure
established
by
agreement
between
a
customer
and
a
receiving
bank
for
the
purpose
of
verifying
that
a
payment
order
or
communication
amending
or
canceling
a
payment
order
is
that
of
the
customer,
or
detecting
error
in
the
transmission
or
the
content
of
the
payment
order
or
communication.
A
security
procedure
may
impose
an
obligation
on
the
receiving
bank
or
the
customer
and
may
require
the
use
of
algorithms
or
other
codes,
identifying
words
,
or
numbers,
symbols,
sounds,
biometrics,
encryption,
callback
procedures,
or
similar
security
devices.
Comparison
of
a
signature
on
a
payment
order
or
communication
with
an
authorized
specimen
signature
of
the
customer
or
requiring
a
payment
order
to
be
sent
from
a
known
electronic
mail
address,
internet
protocol
address,
or
telephone
number
is
not
by
itself
a
security
procedure.
Sec.
109.
Section
554.12202,
subsections
2
and
3,
Code
2024,
are
amended
to
read
as
follows:
2.
If
a
bank
and
its
customer
have
agreed
that
the
authenticity
of
payment
orders
issued
to
the
bank
in
the
name
of
the
customer
as
sender
will
be
verified
pursuant
to
a
security
procedure,
a
payment
order
received
by
the
receiving
bank
is
effective
as
the
order
of
the
customer,
whether
or
not
authorized,
if
the
security
procedure
is
a
commercially
reasonable
method
of
providing
security
against
unauthorized
payment
orders,
and
the
bank
proves
that
it
accepted
the
payment
order
in
good
faith
and
in
compliance
with
the
bank’s
obligations
under
the
security
procedure
and
any
written
agreement
or
instruction
of
the
customer
,
evidenced
by
a
record,
restricting
acceptance
of
payment
orders
issued
in
the
name
of
the
customer.
The
bank
is
not
required
to
follow
an
instruction
that
violates
a
written
an
agreement
with
the
customer
,
evidenced
by
a
record,
or
notice
of
which
is
not
received
at
a
time
and
in
a
manner
affording
the
bank
a
Senate
File
2389,
p.
65
reasonable
opportunity
to
act
on
it
before
the
payment
order
is
accepted.
3.
Commercial
reasonableness
of
a
security
procedure
is
a
question
of
law
to
be
determined
by
considering
the
wishes
of
the
customer
expressed
to
the
bank,
the
circumstances
of
the
customer
known
to
the
bank,
including
the
size,
type,
and
frequency
of
payment
orders
normally
issued
by
the
customer
to
the
bank,
alternative
security
procedures
offered
to
the
customer,
and
security
procedures
in
general
use
by
customers
and
receiving
banks
similarly
situated.
A
security
procedure
is
deemed
to
be
commercially
reasonable
if
the
security
procedure
was
chosen
by
the
customer
after
the
bank
offered,
and
the
customer
refused,
a
security
procedure
that
was
commercially
reasonable
for
that
customer,
and
the
customer
expressly
agreed
in
writing
a
record
to
be
bound
by
any
payment
order,
whether
or
not
authorized,
issued
in
the
customer’s
name
and
accepted
by
the
bank
in
compliance
with
the
bank’s
obligations
under
the
security
procedure
chosen
by
the
customer.
Sec.
110.
Section
554.12203,
Code
2024,
is
amended
to
read
as
follows:
554.12203
Unenforceability
of
certain
verified
payment
orders.
1.
If
an
accepted
payment
order
is
not
,
under
section
554.12202,
subsection
1,
an
authorized
order
of
a
customer
identified
as
sender
pursuant
to
section
554.12202,
subsection
1
,
but
is
effective
as
an
order
of
the
customer
pursuant
to
section
554.12202,
subsection
2
,
the
following
rules
apply:
1.
a.
By
express
written
agreement,
evidenced
by
a
record
the
receiving
bank
may
limit
the
extent
to
which
it
is
entitled
to
enforce
or
retain
payment
of
the
payment
order.
2.
b.
The
receiving
bank
is
not
entitled
to
enforce
or
retain
payment
of
the
payment
order
if
the
customer
proves
that
the
order
was
not
caused,
directly
or
indirectly,
by
a
person
entrusted
at
any
time
with
the
authority
to
act
for
the
customer
with
respect
to
payment
orders
or
the
security
procedure,
or
who
obtained
access
to
transmitting
facilities
of
the
customer
or
who
obtained,
from
a
source
controlled
by
the
customer
and
without
authority
of
the
receiving
bank,
Senate
File
2389,
p.
66
information
facilitating
breach
of
the
security
procedure,
regardless
of
how
the
information
was
obtained
or
whether
the
customer
was
at
fault.
Information
includes
any
access
device,
computer
software,
or
similar
items.
3.
2.
This
section
applies
to
amendments
of
payment
orders
in
the
same
manner
it
applies
to
payment
orders.
Sec.
111.
Section
554.12207,
subsection
3,
paragraph
b,
Code
2024,
is
amended
to
read
as
follows:
b.
If
the
originator
is
not
a
bank
and
proves
that
the
person
identified
by
number
was
not
entitled
to
receive
payment
from
the
originator,
the
originator
is
not
obligated
obliged
to
pay
the
originator’s
its
order
unless
the
originator’s
bank
proves
that
the
originator
had
notice
,
before
acceptance
by
of
the
originator’s
bank
of
the
originator’s
order,
had
notice
that
payment
of
a
payment
order
issued
by
the
originator
might
be
made
by
the
beneficiary’s
bank
on
the
basis
of
an
identifying
or
bank
account
number
even
if
it
identifies
a
person
different
from
the
named
beneficiary.
Proof
of
notice
may
be
made
by
any
admissible
evidence.
The
originator’s
bank
satisfies
the
burden
of
proof
if
it
proves
that
the
originator
,
before
the
payment
was
accepted,
signed
a
writing
record
stating
the
information
to
which
the
notice
relates
before
the
payment
order
was
accepted
.
Sec.
112.
Section
554.12208,
subsection
2,
paragraph
b,
Code
2024,
is
amended
to
read
as
follows:
b.
If
the
sender
is
not
a
bank
and
the
receiving
bank
proves
that
the
sender,
before
the
payment
order
was
accepted,
had
notice
that
the
receiving
bank
might
rely
on
the
number
as
the
proper
identification
of
the
intermediary
or
beneficiary’s
bank
even
if
it
identifies
a
person
different
from
the
bank
identified
by
name,
the
rights
and
obligations
of
the
sender
and
the
receiving
bank
are
governed
by
paragraph
“a”
,
as
though
the
sender
were
a
bank.
Proof
of
notice
may
be
made
by
any
admissible
evidence.
The
receiving
bank
satisfies
the
burden
of
proof
if
it
proves
that
the
sender,
before
the
payment
order
was
accepted,
signed
a
writing
record
stating
the
information
to
which
the
notice
relates.
Sec.
113.
Section
554.12210,
subsection
1,
Code
2024,
is
amended
to
read
as
follows:
Senate
File
2389,
p.
67
1.
A
payment
order
is
rejected
by
the
receiving
bank
by
a
notice
of
rejection
transmitted
to
the
sender
orally
,
electronically,
or
in
writing
a
record
.
A
notice
of
rejection
need
not
use
any
particular
words
and
is
sufficient
if
the
notice
indicates
that
the
receiving
bank
is
rejecting
the
order
or
will
not
execute
or
pay
the
order.
Rejection
is
effective
when
the
notice
is
given
if
transmission
is
by
a
means
that
is
reasonable
under
the
circumstances.
If
notice
of
rejection
is
given
by
a
means
that
is
not
reasonable,
rejection
is
effective
when
the
notice
is
received.
If
an
agreement
of
the
sender
and
receiving
bank
establishes
the
means
to
be
used
to
reject
a
payment
order,
any
means
complying
with
the
agreement
is
reasonable
and
any
means
not
complying
is
not
reasonable
unless
no
significant
delay
in
receipt
of
the
notice
resulted
from
the
use
of
the
noncomplying
means.
Sec.
114.
Section
554.12211,
subsection
1,
Code
2024,
is
amended
to
read
as
follows:
1.
A
communication
of
the
sender
of
a
payment
order
canceling
or
amending
the
order
may
be
transmitted
to
the
receiving
bank
orally
,
electronically,
or
in
writing
a
record
.
If
a
security
procedure
is
in
effect
between
the
sender
and
the
receiving
bank,
the
communication
is
not
effective
to
cancel
or
amend
the
order
unless
the
communication
is
verified
pursuant
to
the
security
procedure
or
the
bank
agrees
to
the
cancellation
or
amendment.
Sec.
115.
Section
554.12305,
subsections
3
and
4,
Code
2024,
are
amended
to
read
as
follows:
3.
In
addition
to
the
amounts
payable
under
subsections
1
and
2
,
damages,
including
consequential
damages,
are
recoverable
to
the
extent
provided
in
an
express
written
agreement
of
the
receiving
bank
,
evidenced
by
a
record
.
4.
If
a
receiving
bank
fails
to
execute
a
payment
order
that
the
receiving
bank
was
obligated
by
express
agreement
to
execute,
the
receiving
bank
is
liable
to
the
sender
for
the
sender’s
expenses
in
the
transaction
and
for
incidental
expenses
and
interest
losses
resulting
from
the
failure
to
execute.
Additional
damages,
including
consequential
damages,
are
recoverable
to
the
extent
provided
in
an
express
written
agreement
of
the
receiving
bank,
evidenced
by
a
record,
but
are
Senate
File
2389,
p.
68
not
otherwise
recoverable.
PART
J
ARTICLE
13
LEASES
Sec.
116.
Section
554.13102,
Code
2024,
is
amended
to
read
as
follows:
554.13102
Scope.
1.
This
Article
applies
to
any
transaction,
regardless
of
form,
that
creates
a
lease
and,
in
the
case
of
a
hybrid
lease,
it
applies
to
the
extent
provided
in
subsection
2
.
2.
In
a
hybrid
lease:
a.
if
the
lease-of-goods
aspects
do
not
predominate:
(1)
only
the
provisions
of
this
Article
which
relate
primarily
to
the
lease-of-goods
aspects
of
the
transaction
apply,
and
the
provisions
that
relate
primarily
to
the
transaction
as
a
whole
do
not
apply;
(2)
section
554.13209
applies
if
the
lease
is
a
finance
lease;
and
(3)
section
554.13407
applies
to
the
promises
of
the
lessee
in
a
finance
lease
to
the
extent
the
promises
are
consideration
for
the
right
to
possession
and
use
of
the
leased
goods;
and
b.
if
the
lease-of-goods
aspects
predominate,
this
Article
applies
to
the
transaction,
but
does
not
preclude
application
in
appropriate
circumstances
of
other
law
to
aspects
of
the
lease
which
do
not
relate
to
the
lease
of
goods.
Sec.
117.
Section
554.13103,
subsection
1,
Code
2024,
is
amended
by
adding
the
following
new
paragraph:
NEW
PARAGRAPH
.
0i.
“Hybrid
lease”
means
a
single
transaction
involving
a
lease
of
goods
and:
(1)
the
provision
of
services;
(2)
a
sale
of
other
goods;
or
(3)
a
sale,
lease,
or
license
of
property
other
than
goods.
Sec.
118.
Section
554.13107,
Code
2024,
is
amended
to
read
as
follows:
554.13107
Waiver
or
renunciation
of
claim
or
right
after
default.
Any
claim
or
right
arising
out
of
an
alleged
default
or
breach
of
warranty
may
be
discharged
in
whole
or
in
part
without
consideration
by
a
written
waiver
or
renunciation
in
a
Senate
File
2389,
p.
69
signed
and
record
delivered
by
the
aggrieved
party.
Sec.
119.
Section
554.13201,
subsections
1,
3,
and
5,
Code
2024,
are
amended
to
read
as
follows:
1.
A
lease
contract
is
not
enforceable
by
way
of
action
or
defense
unless:
a.
the
total
payments
to
be
made
under
the
lease
contract,
excluding
payments
for
options
to
renew
or
buy,
are
less
than
one
thousand
dollars;
or
b.
there
is
a
writing
record
,
signed
by
the
party
against
whom
enforcement
is
sought
or
by
that
party’s
authorized
agent,
sufficient
to
indicate
that
a
lease
contract
has
been
made
between
the
parties
and
to
describe
the
goods
leased
and
the
lease
term.
3.
A
writing
record
is
not
insufficient
because
it
omits
or
incorrectly
states
a
term
agreed
upon,
but
the
lease
contract
is
not
enforceable
under
subsection
1
,
paragraph
“b”
,
beyond
the
lease
term
and
the
quantity
of
goods
shown
in
the
writing
record
.
5.
The
lease
term
under
a
lease
contract
referred
to
in
subsection
4
is:
a.
if
there
is
a
writing
record
signed
by
the
party
against
whom
enforcement
is
sought
or
by
that
party’s
authorized
agent
specifying
the
lease
term,
the
term
so
specified;
b.
if
the
party
against
whom
enforcement
is
sought
admits
in
that
party’s
pleading,
testimony,
or
otherwise
in
court
a
lease
term,
the
term
so
admitted;
or
c.
a
reasonable
lease
term.
Sec.
120.
Section
554.13202,
Code
2024,
is
amended
to
read
as
follows:
554.13202
Final
written
expression
——
parol
or
extrinsic
evidence.
Terms
with
respect
to
which
the
confirmatory
memoranda
of
the
parties
agree
or
which
are
otherwise
set
forth
in
a
writing
record
intended
by
the
parties
as
a
final
expression
of
their
agreement
with
respect
to
such
terms
as
are
included
therein
may
not
be
contradicted
by
evidence
of
any
prior
agreement
or
of
a
contemporaneous
oral
agreement
but
may
be
explained
or
supplemented:
1.
by
course
of
dealing
or
usage
of
trade
or
by
course
of
Senate
File
2389,
p.
70
performance;
and
2.
by
evidence
of
consistent
additional
terms
unless
the
court
finds
the
writing
record
to
have
been
intended
also
as
a
complete
and
exclusive
statement
of
the
terms
of
the
agreement.
Sec.
121.
Section
554.13203,
Code
2024,
is
amended
to
read
as
follows:
554.13203
Seals
inoperative.
The
affixing
of
a
seal
to
a
writing
record
evidencing
a
lease
contract
or
an
offer
to
enter
into
a
lease
contract
does
not
render
the
writing
record
a
sealed
instrument
and
the
law
with
respect
to
sealed
instruments
does
not
apply
to
the
lease
contract
or
offer.
Sec.
122.
Section
554.13205,
Code
2024,
is
amended
to
read
as
follows:
554.13205
Firm
offers.
An
offer
by
a
merchant
to
lease
goods
to
or
from
another
person
in
a
signed
writing
record
that
by
its
terms
gives
assurance
it
will
be
held
open
is
not
revocable,
for
lack
of
consideration,
during
the
time
stated
or,
if
no
time
is
stated,
for
a
reasonable
time,
but
in
no
event
may
the
period
of
irrevocability
exceed
three
months.
Any
such
term
of
assurance
on
a
form
supplied
by
the
offeree
must
be
separately
signed
by
the
offeror.
Sec.
123.
Section
554.13208,
subsection
2,
Code
2024,
is
amended
to
read
as
follows:
2.
A
signed
lease
agreement
that
excludes
modification
or
rescission
except
by
a
signed
writing
may
record
shall
not
be
otherwise
modified
or
rescinded,
but,
except
as
between
merchants,
such
a
requirement
on
a
form
supplied
by
a
merchant
must
be
separately
signed
by
the
other
party.
PART
K
ARTICLE
15
TRANSITIONAL
PROVISIONS
Sec.
124.
NEW
SECTION
.
554.15101
Short
title.
This
Article
may
be
cited
as
the
Transitional
Provisions
for
Uniform
Commercial
Code
Amendments
(2022).
Sec.
125.
NEW
SECTION
.
554.15102
Definitions.
1.
Article
15
definitions.
In
this
Article:
a.
“Article
14”
means
Article
14
of
this
chapter.
Senate
File
2389,
p.
71
b.
“Article
14
property”
means
a
controllable
account,
controllable
electronic
record,
or
controllable
payment
intangible.
2.
Definitions
in
other
Articles.
The
following
definitions
in
other
Articles
of
this
chapter
apply
to
this
Article:
a.
“Controllable
account”
...
Section
554.9102.
b.
“Controllable
electronic
record”
...
Section
554.14102.
c.
“Controllable
payment
intangible”
...
Section
554.9102.
d.
“Electronic
money”
...
Section
554.9102.
e.
“Financing
statement”
...
Section
554.9102.
3.
Article
1
definitions
and
principles.
Article
1
contains
general
definitions
and
principles
of
construction
and
interpretation
applicable
throughout
this
Article.
Sec.
126.
NEW
SECTION
.
554.15201
Saving
clause.
Except
as
provided
in
part
3,
a
transaction
validly
entered
into
before
the
effective
date
of
this
Act
and
the
rights,
duties,
and
interests
flowing
from
the
transaction
remain
valid
thereafter
and
may
be
terminated,
completed,
consummated,
or
enforced
as
required
or
permitted
by
law
other
than
this
chapter
or,
if
applicable,
this
chapter,
as
though
this
Act
had
not
taken
effect.
Sec.
127.
NEW
SECTION
.
554.15301
Saving
clause.
1.
Pre-effective-date
transaction,
lien,
or
interest.
Except
as
provided
in
this
part,
Article
9,
as
amended
by
this
Act,
and
Article
14,
as
amended
by
this
Act,
apply
to
a
transaction,
lien,
or
other
interest
in
property,
even
if
the
transaction,
lien,
or
interest
was
entered
into,
created,
or
acquired
before
the
effective
date
of
this
Act.
2.
Continuing
validity.
Except
as
provided
in
subsection
3
and
sections
554.15302
through
554.15306:
a.
a
transaction,
lien,
or
interest
in
property
that
was
validly
entered
into,
created,
or
transferred
before
the
effective
date
of
this
Act
and
was
not
governed
by
this
chapter,
but
would
be
subject
to
Article
9
as
amended
by
this
Act
or
Article
14,
as
amended
by
this
Act,
if
it
had
been
entered
into,
created,
or
transferred
on
or
after
the
effective
date
of
this
Act,
including
the
rights,
duties,
and
interests
flowing
from
the
transaction,
lien,
or
interest,
remains
valid
on
and
after
the
effective
date
of
this
Act;
and
Senate
File
2389,
p.
72
b.
the
transaction,
lien,
or
interest
may
be
terminated,
completed,
consummated,
and
enforced
as
required
or
permitted
by
this
Act
or
by
the
law
that
would
apply
if
this
Act
had
not
taken
effect.
3.
Pre-effective-date
proceeding.
This
Act
does
not
affect
an
action,
case,
or
proceeding
commenced
before
the
effective
date
of
this
Act.
Sec.
128.
NEW
SECTION
.
554.15302
Security
interest
perfected
before
effective
date.
1.
Continuing
perfection:
perfection
requirements
satisfied.
A
security
interest
that
is
enforceable
and
perfected
immediately
before
the
effective
date
of
this
Act
is
a
perfected
security
interest
under
this
Act
if,
on
the
effective
date
of
this
Act,
the
requirements
for
enforceability
and
perfection
under
this
Act
are
satisfied
without
further
action.
2.
Continuing
perfection:
enforceability
or
perfection
requirements
not
satisfied.
If
a
security
interest
is
enforceable
and
perfected
immediately
before
the
effective
date
of
this
Act,
but
the
requirements
for
enforceability
or
perfection
under
this
Act
are
not
satisfied
on
the
effective
date
of
this
Act,
the
security
interest:
a.
is
a
perfected
security
interest
until
the
earlier
of
the
time
perfection
would
have
ceased
under
the
law
in
effect
immediately
before
the
effective
date
of
this
Act
or
July
1,
2025;
b.
remains
enforceable
thereafter
only
if
the
security
interest
satisfies
the
requirements
for
enforceability
under
section
554.9203,
as
amended
by
this
Act,
before
July
1,
2025;
and
c.
remains
perfected
thereafter
only
if
the
requirements
for
perfection
under
this
Act
are
satisfied
before
the
time
specified
in
paragraph
“a”
.
Sec.
129.
NEW
SECTION
.
554.15303
Security
interest
unperfected
before
effective
date.
A
security
interest
that
is
enforceable
immediately
before
the
effective
date
of
this
Act
but
is
unperfected
at
that
time:
1.
remains
an
enforceable
security
interest
until
July
1,
2025;
Senate
File
2389,
p.
73
2.
remains
enforceable
thereafter
if
the
security
interest
becomes
enforceable
under
section
554.9203,
as
amended
by
this
Act,
on
the
effective
date
of
this
Act
or
before
July
1,
2025;
and
3.
becomes
perfected:
a.
without
further
action,
on
the
effective
date
of
this
Act
if
the
requirements
for
perfection
under
this
Act
are
satisfied
before
or
at
that
time;
or
b.
when
the
requirements
for
perfection
are
satisfied
if
the
requirements
are
satisfied
after
that
time.
Sec.
130.
NEW
SECTION
.
554.15304
Effectiveness
of
actions
taken
before
effective
date.
1.
Pre-effective-date
action;
attachment
and
perfection
before
July
1,
2025.
If
action,
other
than
the
filing
of
a
financing
statement,
is
taken
before
the
effective
date
of
this
Act
and
this
action
would
have
resulted
in
perfection
of
the
security
interest
had
the
security
interest
become
enforceable
before
the
effective
date
of
this
Act,
this
action
is
effective
to
perfect
a
security
interest
that
attaches
under
this
Act
before
July
1,
2025.
An
attached
security
interest
becomes
unperfected
on
July
1,
2025,
unless
the
security
interest
becomes
a
perfected
security
interest
under
this
Act
before
July
1,
2025.
2.
Pre-effective-date
filing.
The
filing
of
a
financing
statement
before
the
effective
date
of
this
Act
is
effective
to
perfect
a
security
interest
on
the
effective
date
of
this
Act
to
the
extent
the
filing
would
satisfy
the
requirements
for
perfection
under
this
Act.
3.
Pre-effective-date
enforceability
action.
The
taking
of
an
action
before
the
effective
date
of
this
Act
is
sufficient
for
the
enforceability
of
a
security
interest
on
the
effective
date
of
this
Act
if
this
action
would
satisfy
the
requirements
for
enforceability
under
this
Act.
Sec.
131.
NEW
SECTION
.
554.15305
Priority.
1.
Determination
of
priority.
Subject
to
subsections
2
and
3,
this
Act
determines
the
priority
of
conflicting
claims
to
collateral.
2.
Established
priorities.
Subject
to
subsection
3,
if
the
priorities
of
claims
to
collateral
were
established
before
the
Senate
File
2389,
p.
74
effective
date
of
this
Act,
Article
9,
as
in
effect
before
the
effective
date
of
this
Act,
determines
priority.
3.
Determination
of
certain
priorities
on
July
1,
2025.
On
July
1,
2025,
to
the
extent
the
priorities
determined
by
Article
9,
as
amended
by
this
Act,
modify
the
priorities
established
before
the
effective
date
of
this
Act,
the
priorities
of
claims
to
Article
14
property
and
electronic
money
established
before
the
effective
date
of
this
Act
cease
to
apply.
Sec.
132.
NEW
SECTION
.
554.15306
Priority
of
claims
when
priority
rules
of
Article
9
do
not
apply.
1.
Determination
of
priority.
Subject
to
subsections
2
and
3,
Article
14
determines
the
priority
of
conflicting
claims
to
Article
14
property
when
the
priority
rules
of
Article
9,
as
amended
by
this
Act,
do
not
apply.
2.
Established
priorities.
Subject
to
subsection
3,
when
the
priority
rules
of
Article
9,
as
amended
by
this
Act,
do
not
apply
and
the
priorities
of
claims
to
Article
14
property
were
established
before
the
effective
date
of
this
Act,
law
other
than
Article
14
determines
priority.
3.
Determination
of
certain
priorities
on
July
1,
2025.
When
the
priority
rules
of
Article
9,
as
amended
by
this
Act,
do
not
apply,
to
the
extent
the
priorities
determined
by
this
Act
modify
the
priorities
established
before
the
effective
date
of
this
Act,
the
priorities
of
claims
to
Article
14
property
established
before
the
effective
date
of
this
Act
cease
to
apply
on
July
1,
2025.
Sec.
133.
DIRECTIONS
TO
THE
CODE
EDITOR
——
ARTICLE
15
PARTS.
The
Code
editor
is
directed
to
divide
the
provisions
of
chapter
554,
Article
15,
as
enacted
in
this
division
of
this
Act,
into
parts
as
follows:
1.
Part
1,
including
sections
554.15101
and
554.15102.
2.
Part
2,
including
section
554.15201.
3.
Part
3,
including
sections
554.15301,
554.15302,
554.15303,
554.15304,
554.15305,
and
554.15306.
DIVISION
II
DIGITAL
ASSETS
Sec.
134.
Section
554E.1,
Code
2024,
is
amended
by
striking
the
section
and
inserting
in
lieu
thereof
the
following:
Senate
File
2389,
p.
75
554E.1
Definitions.
As
used
in
this
chapter,
unless
the
context
otherwise
requires:
1.
“Contract”
means
the
same
as
defined
in
section
554D.103.
2.
“Digital
asset”
means
any
electronic
record
that
represents,
evidences,
or
comprises
economic
value
or
economic,
proprietary,
or
access
rights,
is
maintained
or
stored
in
or
as
an
electronic
ledger
or
other
record
of
transactions,
or
is
used
as
a
medium
of
exchange,
unit
of
account,
method
of
payment,
or
store
of
value.
3.
“Distributed
ledger
technology”
means
an
electronic
record
that
is
a
ledger
or
other
record
of
transactions
or
other
data
to
which
all
of
the
following
apply:
a.
The
electronic
record
is
uniformly
ordered.
b.
The
electronic
record
is
redundantly
maintained
or
processed
by
or
distributed
over
more
than
one
computer
or
machine
to
ensure
the
consistency,
immutability,
decentralization,
or
nonrepudiation
of
the
ledger
or
other
record
of
transactions
or
other
data.
4.
“Electronic”
means
the
same
as
defined
in
section
554D.103.
5.
“Electronic
record”
means
the
same
as
defined
in
section
554D.103.
6.
“Electronic
services
system”
means
the
county
land
record
information
system,
or
electronic
services
system,
created
under
the
agreement
entered
into
under
chapter
28E
between
the
counties
and
the
Iowa
county
recorders
association
as
required
by
2005
Iowa
Acts,
ch.
179,
§101,
as
amended
by
2021
Iowa
Acts,
ch.
126,
§2.
7.
“Record”
means
the
same
as
defined
in
section
554D.103.
8.
a.
“Smart
contract”
means
an
electronic
record
that
is
an
event-driven
program
or
computerized
transaction
protocol
that
runs
on
a
distributed,
decentralized,
shared,
and
replicated
ledger
that
executes
the
terms
of
a
contract.
b.
For
purposes
of
this
subsection,
“executes
the
terms
of
a
contract”
may
include
taking,
obtaining,
exercising,
or
transferring
control
or
custody
of
assets
or
other
property.
9.
“Transaction”
means
a
sale,
trade,
exchange,
transfer,
payment,
or
conversion
of
a
digital
asset
or
any
other
property
Senate
File
2389,
p.
76
or
any
other
action
or
set
of
actions
occurring
between
two
or
more
persons
relating
to
the
conduct
of
business,
commercial,
or
governmental
affairs.
Sec.
135.
Section
554E.2,
Code
2024,
is
amended
to
read
as
follows:
554E.2
Classification
of
digital
assets.
Digital
assets
are
intangible
personal
property.
______________________________
AMY
SINCLAIR
President
of
the
Senate
______________________________
PAT
GRASSLEY
Speaker
of
the
House
I
hereby
certify
that
this
bill
originated
in
the
Senate
and
is
known
as
Senate
File
2389,
Ninetieth
General
Assembly.
______________________________
W.
CHARLES
SMITHSON
Secretary
of
the
Senate
Approved
_______________,
2024
______________________________
KIM
REYNOLDS
Governor