Senate
File
540
-
Introduced
SENATE
FILE
540
BY
COMMITTEE
ON
JUDICIARY
(SUCCESSOR
TO
SSB
1177)
(COMPANION
TO
HF
618
BY
COMMITTEE
ON
JUDICIARY)
A
BILL
FOR
An
Act
relating
to
commercial
transactions,
including
control
1
and
transmission
of
electronic
records
and
digital
assets.
2
BE
IT
ENACTED
BY
THE
GENERAL
ASSEMBLY
OF
THE
STATE
OF
IOWA:
3
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DIVISION
I
1
UNIFORM
COMMERCIAL
CODE
2
PART
A
3
CONTROLLABLE
ELECTRONIC
RECORDS
4
Section
1.
Section
554.14101,
Code
2023,
is
amended
to
read
5
as
follows:
6
554.14101
Short
title.
7
This
Article
may
be
cited
as
the
Uniform
Commercial
Code
——
8
Controllable
Electronic
Records.
9
Sec.
2.
Section
554.14102,
Code
2023,
is
amended
to
read
as
10
follows:
11
554.14102
Definitions.
12
1.
Article
14
definitions.
Article
14
definitions.
In
this
13
Article
:
14
a.
“Controllable
electronic
record”
means
a
record
stored
15
in
an
electronic
medium
that
can
be
subjected
to
control
under
16
section
554.14105
.
The
term
does
not
include
a
controllable
17
account,
a
controllable
payment
intangible,
a
deposit
account,
18
electronic
chattel
paper,
an
electronic
copy
of
a
record
19
evidencing
chattel
paper,
an
electronic
document
of
title,
20
electronic
money,
investment
property,
or
a
transferable
21
record.
22
b.
“Qualifying
purchaser”
means
a
purchaser
of
a
23
controllable
electronic
record
or
an
interest
in
the
a
24
controllable
electronic
record
that
obtains
control
of
the
25
controllable
electronic
record
for
value,
in
good
faith,
26
and
without
notice
of
a
claim
of
a
property
right
in
the
27
controllable
electronic
record.
28
c.
“Transferable
record”
means
has
the
meaning
provided
for
29
that
term
in
:
30
(1)
“Transferable
record”
,
as
defined
in
the
federal
Section
31
201(a)(1)
of
the
Electronic
Signatures
in
Global
and
National
32
Commerce
Act,
15
U.S.C.
§7021(a)(1),
as
amended
.
;
or
33
(2)
“Transferable
record”
as
defined
in
the
uniform
34
electronic
transactions
Uniform
Electronic
Transactions
Act,
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section
554D.118,
subsection
1
.
1
d.
“Value”
has
the
meaning
provided
in
section
554.3303,
2
subsection
1
,
as
if
references
in
that
subsection
to
an
3
“instrument”
were
references
to
a
controllable
account,
4
controllable
electronic
record,
or
controllable
payment
5
intangible
.
6
2.
Definitions
in
Article
9
.
Definitions
in
Article
9
.
The
7
definitions
in
Article
9
of
“account
debtor”
,
“authenticate”
,
8
“controllable
account”
,
“controllable
payment
intangible”
,
9
“chattel
paper”
,
“deposit
account”
,
“electronic
chattel
paper”
,
10
“electronic
money”
,
and
“investment
property”
apply
to
this
11
Article
.
12
3.
Article
1
definitions
and
principles.
Article
1
contains
13
general
definitions
and
principles
of
construction
and
14
interpretation
applicable
throughout
this
Article.
15
Sec.
3.
Section
554.14103,
Code
2023,
is
amended
to
read
as
16
follows:
17
554.14103
Scope
Relation
to
Article
9
and
consumer
laws
.
18
1.
Article
9
governs
in
case
of
conflict.
If
there
is
19
conflict
between
this
Article
and
Article
9
,
Article
9
governs.
20
2.
Applicable
consumer
law
and
other
laws.
A
transaction
21
subject
to
this
Article
is
subject
to:
22
a.
any
applicable
rule
of
law
that
establishes
a
different
23
rule
for
consumers,
including
as
provided
in
chapter
537
and
24
any
other
consumer
protection
statute
or
regulation
of
this
25
state;
and
26
b.
any
other
statute
or
regulation
of
this
state
that
27
regulates
the
rates,
charges,
agreements,
and
practices
for
28
loans,
credit
sales,
or
other
extensions
of
credit
or
credit
29
transactions,
including
as
provided
in
chapter
535
.
30
Sec.
4.
Section
554.14104,
Code
2023,
is
amended
to
read
as
31
follows:
32
554.14104
Rights
in
controllable
account,
controllable
33
electronic
record,
and
controllable
payment
intangible.
34
1.
Applicability
of
section
to
controllable
account
and
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controllable
payment
intangible.
This
section
applies
to
the
1
acquisition
and
purchase
of
rights
in
a
controllable
account
2
or
controllable
payment
intangible,
including
the
rights
and
3
benefits
under
subsections
3,
4,
5,
7,
and
8
of
a
purchaser
4
and
a
qualifying
purchaser
,
and
under
subsections
3,
4,
and
6
,
5
and
in
the
same
manner
this
section
applies
to
a
controllable
6
electronic
record.
7
2.
Control
of
controllable
account
and
controllable
payment
8
intangible.
To
determine
whether
a
purchaser
of
a
controllable
9
account
or
a
controllable
payment
intangible
is
a
qualifying
10
purchaser,
the
purchaser
obtains
control
of
the
account
or
11
payment
intangible
if
it
obtains
control
of
the
controllable
12
electronic
record
that
evidences
the
account
or
payment
13
intangible.
14
2.
3.
Applicability
of
other
law
to
acquisition
of
15
rights.
Except
as
provided
in
this
section
,
law
other
than
16
this
Article
determines
whether
a
person
acquires
a
right
in
17
a
controllable
electronic
record
and
the
right
the
person
18
acquires.
19
3.
4.
Shelter
principle
and
purchase
of
limited
interest.
A
20
purchaser
of
a
controllable
electronic
record
acquires
21
all
rights
in
the
controllable
electronic
record
that
the
22
transferor
had
or
had
power
to
transfer,
except
that
a
23
purchaser
of
a
limited
interest
in
a
controllable
electronic
24
record
acquires
rights
only
to
the
extent
of
the
interest
25
purchased.
26
4.
5.
Rights
of
qualifying
purchaser.
A
qualifying
27
purchaser
acquires
its
rights
in
the
controllable
electronic
28
record
free
of
a
claim
of
a
property
right
in
the
controllable
29
electronic
record.
30
5.
6.
Limitation
of
rights
of
qualifying
purchaser
in
31
other
property.
Except
as
provided
in
subsections
1
and
4
32
5
for
a
controllable
accounts
account
and
a
controllable
33
payment
intangibles
intangible
or
law
other
than
this
Article
,
34
a
qualifying
purchaser
takes
a
right
to
payment,
right
to
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performance,
or
other
interest
in
property
evidenced
by
the
1
controllable
electronic
record
subject
to
a
claim
of
a
property
2
right
in
the
right
to
payment,
right
to
performance,
or
other
3
interest
in
property.
4
6.
7.
No-action
protection
for
qualifying
purchaser.
An
5
action
shall
not
be
asserted
against
a
qualifying
purchaser
6
based
on
both
a
purchase
by
the
qualifying
purchaser
of
a
7
controllable
electronic
record
and
a
claim
of
a
property
8
right
in
another
controllable
electronic
record,
whether
the
9
action
is
framed
in
conversion,
replevin,
constructive
trust,
10
equitable
lien,
or
other
theory.
11
7.
8.
Filing
not
notice.
Filing
of
a
financing
statement
12
under
Article
9
is
not
notice
of
a
claim
of
a
property
right
in
13
a
controllable
electronic
record.
14
Sec.
5.
Section
554.14105,
Code
2023,
is
amended
to
read
as
15
follows:
16
554.14105
Control
of
controllable
electronic
record.
17
1.
General
rule
:
——
control
of
controllable
electronic
18
record.
A
person
has
control
of
a
controllable
electronic
19
record
if
the
electronic
record,
a
record
attached
to
or
20
logically
associated
with
the
electronic
record,
or
a
system
in
21
which
the
electronic
record
is
recorded
:
22
a.
the
electronic
record,
a
record
attached
to
or
logically
23
associated
with
the
electronic
record,
or
a
system
in
which
the
24
electronic
record
is
recorded
gives
the
person:
25
(1)
the
power
to
avail
itself
of
substantially
all
the
26
benefit
from
the
electronic
record;
and
27
(2)
exclusive
power,
subject
to
subsection
2
,
to:
28
(a)
prevent
others
from
availing
themselves
of
29
substantially
all
the
benefit
from
the
electronic
record;
and
30
(b)
transfer
control
of
the
electronic
record
to
another
31
person
or
cause
another
person
to
obtain
control
of
another
32
controllable
electronic
record
as
a
result
of
the
transfer
of
33
the
electronic
record;
and
34
b.
the
electronic
record,
a
record
attached
to
or
logically
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associated
with
the
electronic
record,
or
a
system
in
which
1
the
electronic
record
is
recorded
enables
the
person
readily
2
to
identify
itself
in
any
way,
including
by
name,
identifying
3
number,
cryptographic
key,
office,
or
account
number,
as
having
4
the
powers
specified
in
paragraph
“a”
.
5
2.
Control
through
another
person.
A
person
has
control
of
6
a
controllable
electronic
record
if
another
person,
other
than
7
the
transferor
of
an
interest
in
the
electronic
record:
8
a.
has
control
of
the
electronic
record
and
acknowledges
9
that
it
has
control
on
behalf
of
the
person,
or
10
b.
obtains
control
of
the
electronic
record
after
having
11
acknowledged
that
it
will
obtain
control
of
the
electronic
12
record
on
behalf
of
the
person.
13
3.
2.
Meaning
of
exclusive.
A
power
specified
in
Subject
14
to
subsection
1
3
,
paragraph
“a”
,
subparagraph
(2),
a
power
is
15
exclusive
,
under
subsection
1,
paragraph
“a”
,
subparagraph
(2),
16
subparagraph
divisions
(a)
and
(b)
even
if:
17
a.
the
controllable
electronic
record
,
a
record
attached
18
to
or
logically
associated
with
the
electronic
record,
or
a
19
system
in
which
the
electronic
record
is
recorded
limits
the
20
use
of
the
electronic
record
or
has
a
protocol
programmed
to
21
cause
a
change,
including
a
transfer
or
loss
of
control
or
a
22
modification
of
benefits
afforded
by
the
electronic
record;
or
23
b.
the
person
has
agreed
to
share
the
power
is
shared
with
24
another
person.
25
3.
When
power
not
shared
with
another
person.
A
power
of
a
26
person
is
not
shared
with
another
person
under
subsection
2,
27
paragraph
“b”
and
the
person’s
power
is
not
exclusive
if:
28
a.
the
person
can
exercise
the
power
only
if
the
power
also
29
is
exercised
by
the
other
person;
and
30
b.
the
other
person:
31
(1)
can
exercise
the
power
without
exercise
of
the
power
by
32
the
person;
or
33
(2)
is
the
transferor
to
the
person
of
an
interest
in
the
34
controllable
electronic
record
or
a
controllable
account
or
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controllable
payment
intangible
evidenced
by
the
controllable
1
electronic
record.
2
4.
Presumption
of
exclusivity
of
certain
powers.
If
a
3
person
has
the
powers
specified
in
subsection
1,
paragraph
“a”
,
4
subparagraph
(2),
subparagraph
divisions
(a)
and
(b)
the
powers
5
are
presumed
to
be
exclusive.
6
5.
Control
through
another
person.
A
person
has
control
of
7
a
controllable
electronic
record
if
another
person,
other
than
8
the
transferor
to
the
person
of
an
interest
in
the
controllable
9
electronic
record
or
a
controllable
account
or
controllable
10
payment
intangible
evidenced
by
the
controllable
electronic
11
record:
12
a.
has
control
of
the
electronic
record
and
acknowledges
13
that
it
has
control
on
behalf
of
the
person;
or
14
b.
obtains
control
of
the
electronic
record
after
having
15
acknowledged
that
it
will
obtain
control
of
the
electronic
16
record
on
behalf
of
the
person.
17
6.
No
requirement
to
acknowledge.
A
person
that
has
control
18
under
this
section
is
not
required
to
acknowledge
that
it
has
19
control
on
behalf
of
another
person.
20
7.
No
duties
or
confirmation.
If
a
person
acknowledges
that
21
it
has
or
will
obtain
control
on
behalf
of
another
person,
22
unless
the
person
otherwise
agrees
or
law
other
than
this
23
Article
or
Article
9
otherwise
provides,
the
person
does
not
24
owe
any
duty
to
the
other
person
and
is
not
required
to
confirm
25
the
acknowledgment
to
any
other
person.
26
Sec.
6.
Section
554.14106,
Code
2023,
is
amended
to
read
as
27
follows:
28
554.14106
Discharge
of
account
debtor
on
controllable
account
29
or
controllable
payment
intangible.
30
1.
Discharge
of
account
debtor.
An
account
debtor
on
a
31
controllable
account
or
controllable
payment
intangible
may
32
discharge
its
obligation
by
paying:
33
a.
the
person
having
control
of
the
controllable
electronic
34
record
that
evidences
the
controllable
account
or
controllable
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payment
intangible;
or
1
b.
except
as
provided
in
subsection
2
,
a
person
that
2
formerly
had
control
of
the
controllable
electronic
record.
3
2.
Effect
Content
and
effect
of
notification.
Subject
to
4
subsection
4
,
an
the
account
debtor
shall
not
discharge
its
5
obligation
by
paying
a
person
that
formerly
had
control
of
the
6
controllable
electronic
record
if
the
account
debtor
receives
a
7
notification
that:
8
a.
is
authenticated
signed
by
a
person
that
formerly
had
9
control
or
the
person
to
which
control
was
transferred;
10
b.
reasonably
identifies
the
controllable
account
or
11
controllable
payment
intangible;
12
c.
notifies
the
account
debtor
that
control
of
the
13
controllable
electronic
record
that
evidences
the
controllable
14
account
or
controllable
payment
intangible
was
transferred;
15
d.
identifies
the
transferee,
in
any
reasonable
way,
16
including
by
name,
identifying
number,
cryptographic
key,
17
office,
or
account
number;
and
18
e.
provides
a
commercially
reasonable
method
by
which
the
19
account
debtor
is
to
pay
the
transferee.
20
3.
Discharge
following
effective
notification.
After
21
receipt
of
a
notification
that
complies
with
subsection
2
,
the
22
account
debtor
may
discharge
its
obligation
only
by
paying
in
23
accordance
with
the
notification
and
shall
not
discharge
the
24
obligation
by
paying
a
person
that
formerly
had
control.
25
4.
When
notification
ineffective.
Notification
Subject
to
26
subsection
8,
notification
is
ineffective
under
subsection
2
:
27
a.
unless,
before
the
notification
is
sent,
an
the
account
28
debtor
and
the
person
that,
at
that
time,
had
control
of
the
29
controllable
electronic
record
that
evidences
the
controllable
30
account
or
controllable
payment
intangible
agree
in
an
31
authenticated
a
signed
record
to
a
commercially
reasonable
32
method
by
which
a
person
must
furnish
reasonable
proof
that
33
control
has
been
transferred;
34
b.
to
the
extent
an
agreement
between
an
the
account
debtor
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and
seller
of
a
payment
intangible
limits
the
account
debtor’s
1
duty
to
pay
a
person
other
than
the
seller
and
the
limitation
2
is
effective
under
law
other
than
this
Article
;
or
3
c.
at
the
option
of
an
the
account
debtor,
if
the
4
notification
notifies
the
account
debtor
to:
5
(1)
divide
a
payment;
6
(2)
make
less
than
the
full
amount
of
any
an
installment
or
7
other
periodic
payment;
or
8
(3)
pay
any
part
of
a
payment
by
more
than
one
method
or
to
9
more
than
one
person.
10
5.
Proof
of
transfer
of
control.
If
Subject
to
subsection
11
8,
if
requested
by
the
account
debtor,
the
person
giving
the
12
notification
under
subsection
2
seasonably
shall
furnish
13
reasonable
proof,
using
the
agreed
method
in
the
agreement
14
referred
to
in
subsection
4,
paragraph
“a”
,
that
control
of
the
15
controllable
electronic
record
has
been
transferred.
Unless
16
the
person
complies
with
the
request,
the
account
debtor
may
17
discharge
its
obligation
by
paying
a
person
that
formerly
had
18
control,
even
if
the
account
debtor
has
received
a
notification
19
under
subsection
2
.
20
6.
What
constitutes
reasonable
proof.
A
person
furnishes
21
reasonable
proof
under
subsection
5
that
control
has
been
22
transferred
if
the
person
demonstrates,
using
the
agreed
method
23
in
the
agreement
referred
to
in
subsection
4,
paragraph
“a”
,
24
that
the
transferee
has
the
power
to:
25
a.
avail
itself
of
substantially
all
the
benefit
from
the
26
controllable
electronic
record;
27
b.
prevent
others
from
availing
themselves
of
substantially
28
all
the
benefit
from
the
controllable
electronic
record;
and
29
c.
transfer
the
powers
mentioned
specified
in
paragraphs
“a”
30
and
“b”
to
another
person.
31
7.
Rights
not
waivable.
An
Subject
to
subsection
8,
32
an
account
debtor
shall
not
waive
or
vary
its
rights
under
33
subsection
4
,
paragraph
“a”
,
and
subsection
5
or
its
option
34
under
subsection
4
,
paragraph
“c”
.
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8.
Rule
for
individual
under
other
law.
This
section
is
1
subject
to
law
other
than
this
Article
which
establishes
a
2
different
rule
for
an
account
debtor
who
is
an
individual
and
3
who
incurred
the
obligation
primarily
for
personal,
family,
or
4
household
purposes.
5
Sec.
7.
Section
554.14107,
Code
2023,
is
amended
by
striking
6
the
section
and
inserting
in
lieu
thereof
the
following:
7
554.14107
Governing
law.
8
1.
Governing
law:
general
rule.
Except
as
provided
in
9
subsection
2,
the
local
law
of
a
controllable
electronic
10
record’s
jurisdiction
governs
a
matter
covered
by
this
Article.
11
2.
Governing
law:
section
554.14106.
For
a
controllable
12
electronic
record
that
evidences
a
controllable
account
13
or
controllable
payment
intangible,
the
local
law
of
the
14
controllable
electronic
record’s
jurisdiction
governs
a
matter
15
covered
by
section
554.14106
unless
an
effective
agreement
16
determines
that
the
local
law
of
another
jurisdiction
governs.
17
3.
Controllable
electronic
record’s
jurisdiction.
The
18
following
rules
determine
a
controllable
electronic
record’s
19
jurisdiction
under
this
section:
20
a.
if
the
controllable
electronic
record,
or
a
record
21
attached
to
or
logically
associated
with
the
controllable
22
electronic
record
and
readily
available
for
review,
expressly
23
provides
that
a
particular
jurisdiction
is
the
controllable
24
electronic
record’s
jurisdiction
for
purposes
of
this
section,
25
Article,
or
chapter,
that
jurisdiction
is
the
controllable
26
electronic
record’s
jurisdiction.
27
b.
if
paragraph
“a”
does
not
apply
and
the
rules
of
the
28
system
in
which
the
controllable
electronic
record
is
recorded
29
are
readily
available
for
review
and
expressly
provide
that
a
30
particular
jurisdiction
is
the
controllable
electronic
record’s
31
jurisdiction
for
purposes
of
this
section,
Article,
or
chapter,
32
that
jurisdiction
is
the
controllable
electronic
record’s
33
jurisdiction.
34
c.
if
paragraphs
“a”
and
“b”
do
not
apply
and
the
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controllable
electronic
record,
or
a
record
attached
to
or
1
logically
associated
with
the
controllable
electronic
record
2
and
readily
available
for
review,
expressly
provides
that
the
3
controllable
electronic
record
is
governed
by
the
law
of
a
4
particular
jurisdiction,
that
jurisdiction
is
the
controllable
5
electronic
record’s
jurisdiction.
6
d.
if
paragraphs
“a”
,
“b”
,
and
“c”
do
not
apply
and
the
7
rules
of
the
system
in
which
the
controllable
electronic
8
record
is
recorded
are
readily
available
for
review
and
9
expressly
provide
that
the
controllable
electronic
record
or
10
the
system
is
governed
by
the
law
of
a
particular
jurisdiction,
11
that
jurisdiction
is
the
controllable
electronic
record’s
12
jurisdiction.
13
e.
if
paragraphs
“a”
through
“d”
do
not
apply,
the
14
controllable
electronic
record’s
jurisdiction
is
the
District
15
of
Columbia.
16
4.
Applicability
of
Article
12.
If
subsection
3,
paragraph
17
“e”
,
applies
and
Article
12
is
not
in
effect
in
the
District
of
18
Columbia
without
material
modification,
the
governing
law
for
19
a
matter
covered
by
this
Article
is
the
law
of
the
District
of
20
Columbia
as
though
Article
12
were
in
effect
in
the
District
of
21
Columbia
without
material
modification.
In
this
subsection,
22
“Article
12”
means
Article
12
of
Uniform
Commercial
Code
23
Amendments
(2022)
approved
by
the
uniform
law
commission
at
its
24
annual
meeting
in
July
2022.
25
5.
Relation
of
matter
or
transaction
to
controllable
26
electronic
record’s
jurisdiction
not
necessary.
To
the
27
extent
subsections
1
and
2
provide
that
the
local
law
of
the
28
controllable
electronic
record’s
jurisdiction
governs
a
matter
29
covered
by
this
Article,
that
law
governs
even
if
the
matter
30
or
a
transaction
to
which
the
matter
relates
does
not
bear
any
31
relation
to
the
controllable
electronic
record’s
jurisdiction.
32
6.
Rights
of
purchasers
determined
at
time
of
purchase.
The
33
rights
acquired
under
section
554.14104
by
a
purchaser
or
34
qualifying
purchaser
are
governed
by
the
law
applicable
under
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this
section
at
the
time
of
purchase.
1
Sec.
8.
Section
554.14108,
Code
2023,
is
amended
to
read
as
2
follows:
3
554.14108
Applicability.
4
1.
This
Article
applies
to
any
transaction
involving
a
5
controllable
electronic
record
that
arises
on
or
after
July
1,
6
2022.
This
Article
does
not
apply
to
any
transaction
involving
7
a
controllable
electronic
record
that
arises
before
July
1,
8
2022,
even
if
the
transaction
would
be
subject
to
this
Article
9
if
the
transaction
had
arisen
on
or
after
July
1,
2022.
This
10
Article
does
not
apply
to
a
right
of
action
with
regard
to
any
11
transaction
involving
a
controllable
electronic
record
that
has
12
accrued
before
July
1,
2022.
13
2.
This
section
is
repealed
on
July
1,
2025.
14
Sec.
9.
Section
554.14109,
Code
2023,
is
amended
to
read
as
15
follows:
16
554.14109
Savings
clause.
17
1.
Any
transaction
involving
a
controllable
electronic
18
record
that
arose
before
July
1,
2022,
and
the
rights,
19
obligations,
and
interests
flowing
from
that
transaction
are
20
governed
by
any
statute
or
other
rule
amended
or
repealed
by
21
this
Article
as
if
such
amendment
or
repeal
had
not
occurred
22
and
may
be
terminated,
completed,
consummated,
or
enforced
23
under
that
statute
or
other
rule.
24
2.
This
section
is
repealed
on
July
1,
2025.
25
PART
B
26
RELATED
ARTICLES
27
GENERAL
28
Sec.
10.
Section
554.1201,
subsection
2,
paragraphs
o,
y,
29
ak,
and
al,
Code
2023,
are
amended
to
read
as
follows:
30
o.
“Delivery”
,
with
respect
to
an
electronic
document
31
of
title
,
means
voluntary
transfer
of
control
and
,
with
32
respect
to
an
instrument,
a
tangible
document
of
title,
or
an
33
authoritative
tangible
copy
of
a
record
evidencing
chattel
34
paper,
means
voluntary
transfer
of
possession.
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y.
“Money”
means
a
medium
of
exchange
that
:
is
currently
1
authorized
or
adopted
by
a
domestic
or
foreign
government.
The
2
term
includes
a
monetary
unit
of
account
established
by
an
3
intergovernmental
organization,
or
pursuant
to
an
agreement
4
between
two
or
more
countries.
The
term
does
not
include
an
5
electronic
record
that
is
a
medium
of
exchange
recorded
and
6
transferable
in
a
system
that
existed
and
operated
for
the
7
medium
of
exchange
before
the
medium
of
exchange
was
authorized
8
or
adopted
by
the
government.
9
(1)
is
currently
authorized
or
adopted
by
a
domestic
or
10
foreign
government,
by
an
intergovernmental
organization,
or
11
pursuant
to
an
agreement
between
two
or
more
governments;
and
12
(2)
was
initially
issued,
created,
or
distributed
by
13
a
domestic
or
foreign
government,
by
an
intergovernmental
14
organization,
or
pursuant
to
an
agreement
between
two
or
more
15
governments.
16
ak.
“Send”
in
connection
with
a
writing,
record
,
or
notice
17
notification
means:
18
(1)
to
deposit
in
the
mail
,
or
deliver
for
transmission
,
19
or
transmit
by
any
other
usual
means
of
communication
,
with
20
postage
or
cost
of
transmission
provided
for
,
and
properly
21
addressed
and,
in
the
case
of
an
instrument,
to
an
address
22
specified
thereon
or
otherwise
agreed,
or
if
there
be
none
to
23
any
address
reasonable
under
the
circumstances;
or
24
(2)
in
any
other
way
to
cause
to
be
received
any
the
record
25
or
notice
notification
to
be
received
within
the
time
it
would
26
have
arrived
been
received
if
properly
sent
under
subparagraph
27
(1)
.
28
al.
(1)
“Signed”
includes
using
any
symbol
executed
29
or
adopted
“Sign”
means
with
present
intention
intent
to
30
authenticate
or
adopt
or
accept
a
writing.
record
that:
31
(a)
executes
or
adopts
a
tangible
symbol;
or
32
(b)
attaches
to
or
logically
associates
with
the
record
an
33
electronic
symbol,
sound,
or
process.
34
(2)
“Signed”
,
“signing”
,
and
“signature”
have
corresponding
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meanings.
1
Sec.
11.
Section
554.1301,
subsection
3,
paragraph
g,
Code
2
2023,
is
amended
to
read
as
follows:
3
g.
Sections
554.13105
and
554.13106
.
;
4
Sec.
12.
Section
554.1301,
subsection
3,
Code
2023,
is
5
amended
by
adding
the
following
new
paragraph:
6
NEW
PARAGRAPH
.
h.
Section
554.14107.
7
Sec.
13.
Section
554.1306,
Code
2023,
is
amended
to
read
as
8
follows:
9
554.1306
Waiver
or
renunciation
of
claim
or
right
after
10
breach.
11
A
claim
or
right
arising
out
of
an
alleged
breach
may
12
be
discharged
in
whole
or
in
part
without
consideration
by
13
agreement
of
the
aggrieved
party
in
an
authenticated
a
signed
14
record.
15
PART
C
16
RELATED
ARTICLES
17
SECURED
TRANSACTIONS
18
Sec.
14.
Section
554.9102,
subsection
1,
paragraphs
b,
c,
19
d,
ab,
ac,
as,
ax,
bf,
and
br,
Code
2023,
are
amended
to
read
20
as
follows:
21
b.
“Account”
,
except
as
used
in
“account
for”
,
“account
22
statement”
,
“account
to”
,
“commodity
account”
in
paragraph
“n”
,
23
“customer’s
account”
,
“deposit
account”
in
paragraph
“ae”
,
“on
24
account
of”
,
and
paragraph
“ae”
“statement
of
account”
,
means
25
a
right
to
payment
of
a
monetary
obligation,
whether
or
not
26
earned
by
performance,
(i)
for
property
that
has
been
or
is
27
to
be
sold,
leased,
licensed,
assigned,
or
otherwise
disposed
28
of;
(ii)
for
services
rendered
or
to
be
rendered;
(iii)
for
29
a
policy
of
insurance
issued
or
to
be
issued;
(iv)
for
a
30
secondary
obligation
incurred
or
to
be
incurred;
(v)
for
energy
31
provided
or
to
be
provided;
(vi)
for
the
use
or
hire
of
a
vessel
32
under
a
charter
or
other
contract;
(vii)
arising
out
of
the
use
33
of
a
credit
or
charge
card
or
information
contained
on
or
for
34
use
with
the
card;
or
(viii)
as
winnings
in
a
lottery
or
other
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game
of
chance
operated
or
sponsored
by
a
state,
governmental
1
unit
of
a
state,
or
person
licensed
or
authorized
to
operate
2
the
game
by
a
state
or
governmental
unit
of
a
state.
The
3
term
includes
controllable
accounts
and
health
care
insurance
4
receivables.
The
term
does
not
include
(i)
chattel
paper,
(ii)
5
commercial
tort
claims,
(iii)
deposit
accounts,
(iv)
investment
6
property,
(v)
letter-of-credit
rights
or
letters
of
credit,
7
(vi)
rights
to
payment
for
money
or
funds
advanced
or
sold,
8
other
than
rights
arising
out
of
the
use
of
a
credit
or
charge
9
card
or
information
contained
on
or
for
use
with
the
card,
or
10
(vii)
rights
to
payment
evidenced
by
an
instrument.
11
c.
“Account
debtor”
means
a
person
obligated
on
an
account,
12
chattel
paper,
or
general
intangible.
The
term
does
not
13
include
persons
obligated
to
pay
a
negotiable
instrument,
even
14
if
the
negotiable
instrument
constitutes
part
of
evidences
15
chattel
paper.
16
d.
“Accounting”
,
except
as
used
in
“accounting
for”
,
means
a
17
record:
18
(1)
authenticated
signed
by
a
secured
party;
19
(2)
indicating
the
aggregate
unpaid
secured
obligations
as
20
of
a
date
not
more
than
thirty-five
days
earlier
or
thirty-five
21
days
later
than
the
date
of
the
record;
and
22
(3)
identifying
the
components
of
the
obligations
in
23
reasonable
detail.
24
ab.
“Controllable
account”
means
an
account
evidenced
by
a
25
controllable
electronic
record
that
provides
that
the
account
26
debtor
undertakes
to
pay
the
person
that
has
control
under
27
section
554.14105
has
control
of
the
controllable
electronic
28
record.
29
ac.
“Controllable
payment
intangible”
means
a
payment
30
intangible
evidenced
by
a
controllable
electronic
record
that
31
provides
that
the
account
debtor
undertakes
to
pay
the
person
32
that
has
control
under
section
554.14105
has
control
of
the
33
controllable
electronic
record.
34
as.
“General
intangible”
means
any
personal
property,
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including
things
in
action,
other
than
accounts,
chattel
paper,
1
commercial
tort
claims,
deposit
accounts,
documents,
goods,
2
instruments,
investment
property,
letter-of-credit
rights,
3
letters
of
credit,
money,
and
oil,
gas,
or
other
minerals
4
before
extraction.
The
term
includes
controllable
electronic
5
records,
payment
intangibles
,
and
software.
6
ax.
“Instrument”
means
a
negotiable
instrument
or
any
7
other
writing
that
evidences
a
right
to
the
payment
of
a
8
monetary
obligation,
is
not
itself
a
security
agreement
or
9
lease,
and
is
of
a
type
that
in
ordinary
course
of
business
10
is
transferred
by
delivery
with
any
necessary
indorsement
or
11
assignment.
The
term
does
not
include
(i)
investment
property,
12
(ii)
letters
of
credit,
or
(iii)
writings
that
evidence
a
right
13
to
payment
arising
out
of
the
use
of
a
credit
or
charge
card
14
or
information
contained
on
or
for
use
with
the
card
,
or
(iv)
15
writings
that
evidence
chattel
paper
.
16
bf.
“Money”
has
the
meaning
provided
in
section
554.1201,
17
subsection
2
,
paragraph
“y”
,
but
does
not
include
(i)
a
deposit
18
account
or
(ii)
money
in
an
electronic
form
that
cannot
be
19
subjected
to
control
under
section
554.9105A
.
20
br.
“Proposal”
means
a
record
authenticated
signed
by
a
21
secured
party
which
includes
the
terms
on
which
the
secured
22
party
is
willing
to
accept
collateral
in
full
or
partial
23
satisfaction
of
the
obligation
it
secures
pursuant
to
sections
24
554.9620
,
554.9621
,
and
554.9622
.
25
Sec.
15.
Section
554.9102,
subsection
1,
Code
2023,
is
26
amended
by
adding
the
following
new
paragraphs:
27
NEW
PARAGRAPH
.
0g.
“Assignee”
,
except
as
used
in
“assignee
28
for
benefit
of
creditors”
,
means
a
person
(i)
in
whose
favor
29
a
security
interest
that
secures
an
obligation
is
created
or
30
provided
for
under
a
security
agreement,
whether
or
not
the
31
obligation
is
outstanding
or
(ii)
to
which
an
account,
chattel
32
paper,
payment
intangible,
or
promissory
note
has
been
sold.
33
The
term
includes
a
person
to
which
a
security
interest
has
34
been
transferred
by
a
secured
party.
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NEW
PARAGRAPH
.
00g.
“Assignor”
means
a
person
that
(i)
1
under
a
security
agreement
creates
or
provides
for
a
security
2
interest
that
secures
an
obligation
or
(ii)
sells
an
account,
3
chattel
paper,
payment
intangible,
or
promissory
note.
The
4
term
includes
a
secured
party
that
has
transferred
a
security
5
interest
to
another
person.
6
Sec.
16.
Section
554.9102,
subsection
1,
paragraphs
g,
ag,
7
ca,
and
ce,
Code
2023,
are
amended
by
striking
the
paragraphs.
8
Sec.
17.
Section
554.9102,
subsection
1,
paragraph
k,
Code
9
2023,
is
amended
by
striking
the
paragraph
and
inserting
in
10
lieu
thereof
the
following:
11
k.
(1)
“Chattel
paper”
means:
12
(a)
a
right
to
payment
of
a
monetary
obligation
secured
by
13
specific
goods,
if
the
right
to
payment
and
security
agreement
14
are
evidenced
by
a
record;
or
15
(b)
a
right
to
payment
of
a
monetary
obligation
owed
by
a
16
lessee
under
a
lease
agreement
with
respect
to
specific
goods
17
and
a
monetary
obligation
owed
by
the
lessee
in
connection
with
18
the
transaction
giving
rise
to
the
lease,
if:
19
(i)
the
right
to
payment
and
lease
agreement
are
evidenced
20
by
a
record;
and
21
(ii)
the
predominant
purpose
of
the
transaction
giving
rise
22
to
the
lease
was
to
give
the
lessee
the
right
to
possession
and
23
use
of
the
goods.
24
(2)
“Chattel
paper”
does
not
include
a
right
to
payment
25
arising
out
of
a
charter
or
other
contract
involving
the
use
or
26
hire
of
a
vessel
or
a
right
to
payment
arising
out
of
the
use
of
27
a
credit
or
charge
card
or
information
contained
on
or
for
use
28
with
the
card.
29
Sec.
18.
Section
554.9102,
subsection
2,
Code
2023,
is
30
amended
by
adding
the
following
new
paragraph:
31
NEW
PARAGRAPH
.
0ae.
“Protected
purchaser”
...
Section
32
554.8303.
33
Sec.
19.
Section
554.9104,
subsection
1,
Code
2023,
is
34
amended
to
read
as
follows:
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1.
Requirements
for
control.
A
secured
party
has
control
1
of
a
deposit
account
if:
2
a.
the
secured
party
is
the
bank
with
which
the
deposit
3
account
is
maintained;
4
b.
the
debtor,
secured
party,
and
bank
have
agreed
in
5
an
authenticated
a
signed
record
that
the
bank
will
comply
6
with
instructions
originated
by
the
secured
party
directing
7
disposition
of
the
funds
in
the
deposit
account
without
further
8
consent
by
the
debtor;
or
9
c.
the
secured
party
becomes
the
bank’s
customer
with
10
respect
to
the
deposit
account
.
;
or
11
d.
another
person,
other
than
the
debtor:
12
(1)
has
control
of
the
deposit
account
and
acknowledges
that
13
it
has
control
on
behalf
of
the
secured
party;
or
14
(2)
obtains
control
of
the
deposit
account
after
having
15
acknowledged
that
it
will
obtain
control
of
the
deposit
account
16
on
behalf
of
the
secured
party.
17
DIVISION
II
18
UNIFORM
COMMERCIAL
CODE
19
PART
A
20
SECURED
TRANSACTIONS
21
Sec.
20.
Section
554.9105,
Code
2023,
is
amended
by
striking
22
the
section
and
inserting
in
lieu
thereof
the
following:
23
554.9105
Control
of
electronic
copy
of
record
evidencing
24
chattel
paper.
25
1.
General
rule:
control
of
electronic
copy
of
record
26
evidencing
chattel
paper.
A
purchaser
has
control
of
an
27
authoritative
electronic
copy
of
a
record
evidencing
chattel
28
paper
if
a
system
employed
for
evidencing
the
assignment
29
of
interests
in
the
chattel
paper
reliably
establishes
the
30
purchaser
as
the
person
to
which
the
authoritative
electronic
31
copy
was
assigned.
32
2.
Single
authoritative
copy.
A
system
satisfies
subsection
33
1
if
the
record
or
records
evidencing
the
chattel
paper
are
34
created,
stored,
and
assigned
in
a
manner
that:
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a.
a
single
authoritative
copy
of
the
record
or
records
1
exists
which
is
unique,
identifiable,
and,
except
as
otherwise
2
provided
in
paragraphs
“d”
,
“e”
,
and
“f”
,
unalterable;
3
b.
the
authoritative
copy
identifies
the
purchaser
as
the
4
assignee
of
the
record
or
records;
5
c.
the
authoritative
copy
is
communicated
to
and
maintained
6
by
the
purchaser
or
its
designated
custodian;
7
d.
copies
or
amendments
that
add
or
change
an
identified
8
assignee
of
the
authoritative
copy
can
be
made
only
with
the
9
consent
of
the
purchaser;
10
e.
each
copy
of
the
authoritative
copy
and
any
copy
of
11
a
copy
is
readily
identifiable
as
a
copy
that
is
not
the
12
authoritative
copy;
and
13
f.
any
amendment
of
the
authoritative
copy
is
readily
14
identifiable
as
authorized
or
unauthorized.
15
3.
One
or
more
authoritative
copies.
A
system
satisfies
16
subsection
1,
and
a
purchaser
has
control
of
an
authoritative
17
electronic
copy
of
a
record
evidencing
chattel
paper,
if
the
18
electronic
copy,
a
record
attached
to
or
logically
associated
19
with
the
electronic
copy,
or
a
system
in
which
the
electronic
20
copy
is
recorded:
21
a.
enables
the
purchaser
readily
to
identify
each
electronic
22
copy
as
either
an
authoritative
copy
or
a
nonauthoritative
23
copy;
24
b.
enables
the
purchaser
readily
to
identify
itself
in
any
25
way,
including
by
name,
identifying
number,
cryptographic
key,
26
office,
or
account
number,
as
the
assignee
of
the
authoritative
27
electronic
copy;
and
28
c.
gives
the
purchaser
exclusive
power,
subject
to
29
subsection
4,
to:
30
(1)
prevent
others
from
adding
or
changing
an
identified
31
assignee
of
the
authoritative
electronic
copy;
and
32
(2)
transfer
control
of
the
authoritative
electronic
copy.
33
4.
Meaning
of
exclusive.
Subject
to
subsection
5,
a
power
34
is
exclusive
under
subsection
3,
paragraph
“c”
,
subparagraphs
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(1)
and
(2),
even
if:
1
a.
the
authoritative
electronic
copy,
a
record
attached
2
to
or
logically
associated
with
the
authoritative
electronic
3
copy,
or
a
system
in
which
the
authoritative
electronic
copy
is
4
recorded
limits
the
use
of
the
authoritative
electronic
copy
5
or
has
a
protocol
programmed
to
cause
a
change,
including
a
6
transfer
or
loss
of
control;
or
7
b.
the
power
is
shared
with
another
person.
8
5.
When
power
not
shared
with
another
person.
A
power
of
a
9
purchaser
is
not
shared
with
another
person
under
subsection
4,
10
paragraph
“b”
,
and
the
purchaser’s
power
is
not
exclusive
if:
11
a.
the
purchaser
can
exercise
the
power
only
if
the
power
12
also
is
exercised
by
the
other
person;
and
13
b.
the
other
person:
14
(1)
can
exercise
the
power
without
exercise
of
the
power
by
15
the
purchaser;
or
16
(2)
is
the
transferor
to
the
purchaser
of
an
interest
in
the
17
chattel
paper.
18
6.
Presumption
of
exclusivity
of
certain
powers.
If
a
19
purchaser
has
the
powers
specified
in
subsection
3,
paragraph
20
“c”
,
subparagraphs
(1)
and
(2),
the
powers
are
presumed
to
be
21
exclusive.
22
7.
Obtaining
control
through
another
person.
A
purchaser
23
has
control
of
an
authoritative
electronic
copy
of
a
record
24
evidencing
chattel
paper
if
another
person,
other
than
the
25
transferor
to
the
purchaser
of
an
interest
in
the
chattel
26
paper:
27
a.
has
control
of
the
authoritative
electronic
copy
and
28
acknowledges
that
it
has
control
on
behalf
of
the
purchaser;
or
29
b.
obtains
control
of
the
authoritative
electronic
copy
30
after
having
acknowledged
that
it
will
obtain
control
of
the
31
electronic
copy
on
behalf
of
the
purchaser.
32
Sec.
21.
Section
554.9105A,
Code
2023,
is
amended
to
read
33
as
follows:
34
554.9105A
Control
of
electronic
money.
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1.
General
rule
:
——
control
of
electronic
money.
A
person
1
has
control
of
electronic
money
if:
2
a.
the
electronic
money
,
a
record
attached
to
or
logically
3
associated
with
the
electronic
money,
or
a
system
in
which
the
4
electronic
money
is
recorded
gives
the
person:
5
(1)
the
power
to
avail
itself
of
substantially
all
the
6
benefit
from
the
electronic
money;
and
7
(2)
exclusive
power,
subject
to
subsection
2
,
to:
8
(a)
prevent
others
from
availing
themselves
of
9
substantially
all
the
benefit
from
the
electronic
money;
and
10
(b)
transfer
control
of
the
electronic
money
to
another
11
person
or
cause
another
person
to
obtain
control
of
other
12
electronic
money
as
a
result
of
the
transfer
of
the
electronic
13
money;
and
14
b.
the
electronic
money,
a
record
attached
to
or
logically
15
associated
with
the
electronic
money,
or
a
system
in
which
16
the
electronic
money
is
recorded
enables
the
person
readily
17
to
identify
itself
in
any
way,
including
by
name,
identifying
18
number,
cryptographic
key,
office,
or
account
number,
as
having
19
the
powers
under
paragraph
“a”
.
20
2.
Meaning
of
exclusive.
Subject
to
subsection
3,
a
power
21
is
exclusive
under
subsection
1,
paragraph
“a”
,
subparagraph
22
(2),
subparagraph
divisions
(a)
and
(b)
even
if:
23
a.
the
electronic
money,
a
record
attached
to
or
logically
24
associated
with
the
electronic
money,
or
a
system
in
which
the
25
electronic
money
is
recorded
limits
the
use
of
the
electronic
26
money
or
has
a
protocol
programmed
to
cause
a
change,
including
27
a
transfer
or
loss
of
control;
or
28
b.
the
power
is
shared
with
another
person.
29
3.
When
power
not
shared
with
another
person.
A
power
of
a
30
person
is
not
shared
with
another
person
under
subsection
2,
31
paragraph
“b”
and
the
person’s
power
is
not
exclusive
if:
32
a.
the
person
can
exercise
the
power
only
if
the
power
also
33
is
exercised
by
the
other
person;
and
34
b.
the
other
person:
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(1)
can
exercise
the
power
without
exercise
of
the
power
by
1
the
person;
or
2
(2)
is
the
transferor
to
the
person
of
an
interest
in
the
3
electronic
money.
4
4.
Presumption
of
exclusivity
of
certain
powers.
If
a
5
person
has
the
powers
specified
in
subsection
1,
paragraph
“a”
,
6
subparagraph
(2),
subparagraph
divisions
(a)
and
(b)
the
powers
7
are
presumed
to
be
exclusive.
8
2.
5.
Control
through
another
person.
A
person
has
9
control
of
electronic
money
if
another
person,
other
than
the
10
transferor
of
an
interest
in
the
electronic
money:
11
a.
has
control
of
the
electronic
money
and
acknowledges
that
12
it
has
control
on
behalf
of
the
person,
or
13
b.
obtains
control
of
the
electronic
money
after
having
14
acknowledged
that
it
will
obtain
control
of
the
electronic
15
money
on
behalf
of
the
person.
16
3.
Meaning
of
exclusive.
A
power
is
exclusive
under
17
subsection
1
,
paragraph
“a”
,
subparagraph
(2),
even
if:
18
a.
the
electronic
money
or
a
system
in
which
the
electronic
19
money
is
recorded
limits
the
use
of
the
electronic
money
or
has
20
a
protocol
programmed
to
transfer
control;
or
21
b.
the
person
has
agreed
to
share
the
power
with
another
22
person.
23
Sec.
22.
NEW
SECTION
.
554.9107B
No
requirement
to
24
acknowledge
or
confirm;
no
duties.
25
1.
No
requirement
to
acknowledge.
A
person
that
has
control
26
under
section
554.9104,
554.9105,
or
554.9105A
is
not
required
27
to
acknowledge
that
it
has
control
on
behalf
of
another
person.
28
2.
No
duties
or
confirmation.
If
a
person
acknowledges
29
that
it
has
or
will
obtain
control
on
behalf
of
another
30
person,
unless
the
person
otherwise
agrees
or
law
other
than
31
this
Article
otherwise
provides,
the
person
does
not
owe
any
32
duty
to
the
other
person
and
is
not
required
to
confirm
the
33
acknowledgment
to
any
other
person.
34
Sec.
23.
Section
554.9203,
subsection
2,
Code
2023,
is
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amended
to
read
as
follows:
1
2.
Enforceability.
Except
as
otherwise
provided
in
2
subsections
3
through
10
9
,
a
security
interest
is
enforceable
3
against
the
debtor
and
third
parties
with
respect
to
the
4
collateral
only
if:
5
a.
value
has
been
given;
6
b.
the
debtor
has
rights
in
the
collateral
or
the
power
to
7
transfer
rights
in
the
collateral
to
a
secured
party;
and
8
c.
one
of
the
following
conditions
is
met:
9
(1)
the
debtor
has
authenticated
signed
a
security
10
agreement
that
provides
a
description
of
the
collateral
and,
if
11
the
security
interest
covers
timber
to
be
cut,
a
description
12
of
the
land
concerned;
13
(2)
the
collateral
is
not
a
certificated
security
and
is
14
in
the
possession
of
the
secured
party
under
section
554.9313
15
pursuant
to
the
debtor’s
security
agreement;
16
(3)
the
collateral
is
a
certificated
security
in
registered
17
form
and
the
security
certificate
has
been
delivered
to
the
18
secured
party
under
section
554.8301
pursuant
to
the
debtor’s
19
security
agreement;
or
20
(4)
the
collateral
is
controllable
accounts,
controllable
21
electronic
records,
controllable
payment
intangibles,
deposit
22
accounts,
electronic
chattel
paper,
electronic
documents,
23
electronic
money,
investment
property,
or
letter-of-credit
24
rights,
and
the
secured
party
has
control
under
section
25
554.7106
,
554.9104
,
554.9105
,
554.9105A
,
554.9106
,
554.9107
,
or
26
554.9107A
pursuant
to
the
debtor’s
security
agreement
.
;
or
27
(5)
the
collateral
is
chattel
paper
and
the
secured
party
28
has
possession
and
control
under
section
554.9314A
pursuant
to
29
the
debtor’s
security
agreement.
30
Sec.
24.
Section
554.9203,
subsection
10,
Code
2023,
is
31
amended
by
striking
the
subsection.
32
Sec.
25.
Section
554.9208,
subsection
2,
Code
2023,
is
33
amended
to
read
as
follows:
34
2.
Duties
of
secured
party
after
receiving
demand
from
35
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debtor.
Within
ten
days
after
receiving
an
authenticated
a
1
signed
demand
by
the
debtor:
2
a.
a
secured
party
having
control
of
a
deposit
account
3
under
section
554.9104,
subsection
1
,
paragraph
“b”
,
shall
4
send
to
the
bank
with
which
the
deposit
account
is
maintained
5
an
authenticated
statement
a
signed
record
that
releases
the
6
bank
from
any
further
obligation
to
comply
with
instructions
7
originated
by
the
secured
party;
8
b.
a
secured
party
having
control
of
a
deposit
account
under
9
section
554.9104,
subsection
1
,
paragraph
“c”
,
shall:
10
(1)
pay
the
debtor
the
balance
on
deposit
in
the
deposit
11
account;
or
12
(2)
transfer
the
balance
on
deposit
into
a
deposit
account
13
in
the
debtor’s
name;
14
c.
a
secured
party,
other
than
a
buyer,
having
control
of
15
electronic
chattel
paper
under
section
554.9105
shall:
of
an
16
authoritative
electronic
copy
of
a
record
evidencing
chattel
17
paper
shall
transfer
control
of
the
electronic
copy
to
the
18
debtor
or
a
person
designated
by
the
debtor;
19
(1)
communicate
the
authoritative
copy
of
the
electronic
20
chattel
paper
to
the
debtor
or
its
designated
custodian;
21
(2)
if
the
debtor
designates
a
custodian
that
is
the
22
designated
custodian
with
which
the
authoritative
copy
of
23
the
electronic
chattel
paper
is
maintained
for
the
secured
24
party,
communicate
to
the
custodian
an
authenticated
record
25
releasing
the
designated
custodian
from
any
further
obligation
26
to
comply
with
instructions
originated
by
the
secured
party
27
and
instructing
the
custodian
to
comply
with
instructions
28
originated
by
the
debtor;
and
29
(3)
take
appropriate
action
to
enable
the
debtor
or
its
30
designated
custodian
to
make
copies
of
or
revisions
to
the
31
authoritative
copy
which
add
or
change
an
identified
assignee
32
of
the
authoritative
copy
without
the
consent
of
the
secured
33
party;
34
d.
a
secured
party
having
control
of
investment
property
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under
section
554.8106,
subsection
4
,
paragraph
“b”
,
or
1
section
554.9106,
subsection
2
,
shall
send
to
the
securities
2
intermediary
or
commodity
intermediary
with
which
the
3
security
entitlement
or
commodity
contract
is
maintained
an
4
authenticated
a
signed
record
that
releases
the
securities
5
intermediary
or
commodity
intermediary
from
any
further
6
obligation
to
comply
with
entitlement
orders
or
directions
7
originated
by
the
secured
party;
8
e.
a
secured
party
having
control
of
a
letter-of-credit
9
right
under
section
554.9107
shall
send
to
each
person
having
10
an
unfulfilled
obligation
to
pay
or
deliver
proceeds
of
the
11
letter
of
credit
to
the
secured
party
an
authenticated
a
signed
12
release
from
any
further
obligation
to
pay
or
deliver
proceeds
13
of
the
letter
of
credit
to
the
secured
party;
14
f.
a
secured
party
having
control
under
section
554.7106
15
of
an
authoritative
electronic
copy
of
an
electronic
document
16
shall
:
transfer
control
of
the
electronic
copy
to
the
debtor
or
17
a
person
designated
by
the
debtor;
18
(1)
give
control
of
the
electronic
document
to
the
debtor
or
19
its
designated
custodian;
20
(2)
if
the
debtor
designates
a
custodian
that
is
the
21
designated
custodian
with
which
the
authoritative
copy
of
22
the
electronic
document
is
maintained
for
the
secured
party,
23
communicate
to
the
custodian
an
authenticated
record
releasing
24
the
designated
custodian
from
any
further
obligation
to
25
comply
with
instructions
originated
by
the
secured
party
26
and
instructing
the
custodian
to
comply
with
instructions
27
originated
by
the
debtor;
and
28
(3)
take
appropriate
action
to
enable
the
debtor
or
its
29
designated
custodian
to
make
copies
of
or
revisions
to
the
30
authoritative
copy
which
add
or
change
an
identified
assignee
31
of
the
authoritative
copy
without
the
consent
of
the
secured
32
party;
and
33
g.
a
secured
party
having
control
under
section
554.9105A
of
34
electronic
money
shall
transfer
control
of
the
electronic
money
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to
the
debtor
or
a
person
designated
by
the
debtor;
and
1
h.
a
secured
party
having
control
under
section
554.14105
2
of
a
controllable
electronic
record
,
other
than
a
buyer
of
3
a
controllable
account
or
controllable
payment
intangible
4
evidenced
by
the
controllable
electronic
record,
shall
transfer
5
control
of
the
controllable
electronic
record
to
the
debtor
or
6
a
person
designated
by
the
debtor.
7
Sec.
26.
Section
554.9209,
subsection
2,
Code
2023,
is
8
amended
to
read
as
follows:
9
2.
Duties
of
secured
party
after
receiving
demand
from
10
debtor.
Within
ten
days
after
receiving
an
authenticated
a
11
signed
demand
by
the
debtor,
a
secured
party
shall
send
to
12
an
account
debtor
under
section
554.9406,
subsection
1
or
13
554.14106,
subsection
2,
that
has
received
notification
of
14
an
assignment
to
the
secured
party
as
assignee
under
section
15
554.9406,
subsection
1
,
an
authenticated
a
signed
record
that
16
releases
the
account
debtor
from
any
further
obligation
to
the
17
secured
party.
18
Sec.
27.
Section
554.9210,
subsections
1,
2,
3,
4,
and
5,
19
Code
2023,
are
amended
to
read
as
follows:
20
1.
Definitions.
In
this
section
:
21
a.
“Request”
means
a
record
of
a
type
described
in
paragraph
22
“b”
,
“c”
,
or
“d”
.
23
b.
“Request
for
an
accounting”
means
a
record
authenticated
24
signed
by
a
debtor
requesting
that
the
recipient
provide
an
25
accounting
of
the
unpaid
obligations
secured
by
collateral
and
26
reasonably
identifying
the
transaction
or
relationship
that
is
27
the
subject
of
the
request.
28
c.
“Request
regarding
a
list
of
collateral”
means
a
record
29
authenticated
signed
by
a
debtor
requesting
that
the
recipient
30
approve
or
correct
a
list
of
what
the
debtor
believes
to
be
the
31
collateral
securing
an
obligation
and
reasonably
identifying
32
the
transaction
or
relationship
that
is
the
subject
of
the
33
request.
34
d.
“Request
regarding
a
statement
of
account”
means
a
record
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authenticated
signed
by
a
debtor
requesting
that
the
recipient
1
approve
or
correct
a
statement
indicating
what
the
debtor
2
believes
to
be
the
aggregate
amount
of
unpaid
obligations
3
secured
by
collateral
as
of
a
specified
date
and
reasonably
4
identifying
the
transaction
or
relationship
that
is
the
subject
5
of
the
request.
6
2.
Duty
to
respond
to
requests.
Subject
to
subsections
3,
7
4,
5,
and
6
,
a
secured
party,
other
than
a
buyer
of
accounts,
8
chattel
paper,
payment
intangibles,
or
promissory
notes
or
a
9
consignor,
shall
comply
with
a
request
within
fourteen
days
10
after
receipt:
11
a.
in
the
case
of
a
request
for
an
accounting,
by
12
authenticating
signing
and
sending
to
the
debtor
an
accounting;
13
and
14
b.
in
the
case
of
a
request
regarding
a
list
of
15
collateral
or
a
request
regarding
a
statement
of
account,
by
16
authenticating
signing
and
sending
to
the
debtor
an
approval
17
or
correction.
18
3.
Request
regarding
list
of
collateral
——
statement
19
concerning
type
of
collateral.
A
secured
party
that
claims
a
20
security
interest
in
all
of
a
particular
type
of
collateral
21
owned
by
the
debtor
may
comply
with
a
request
regarding
a
22
list
of
collateral
by
sending
to
the
debtor
an
authenticated
23
a
signed
record
including
a
statement
to
that
effect
within
24
fourteen
days
after
receipt.
25
4.
Request
regarding
list
of
collateral
——
no
interest
26
claimed.
A
person
that
receives
a
request
regarding
a
list
27
of
collateral,
claims
no
interest
in
the
collateral
when
28
it
receives
the
request,
and
claimed
an
interest
in
the
29
collateral
at
an
earlier
time
shall
comply
with
the
request
30
within
fourteen
days
after
receipt
by
sending
to
the
debtor
an
31
authenticated
a
signed
record:
32
a.
disclaiming
any
interest
in
the
collateral;
and
33
b.
if
known
to
the
recipient,
providing
the
name
and
mailing
34
address
of
any
assignee
of
or
successor
to
the
recipient’s
35
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interest
in
the
collateral.
1
5.
Request
for
accounting
or
regarding
statement
of
account
2
——
no
interest
in
obligation
claimed.
A
person
that
receives
a
3
request
for
an
accounting
or
a
request
regarding
a
statement
of
4
account,
claims
no
interest
in
the
obligations
when
it
receives
5
the
request,
and
claimed
an
interest
in
the
obligations
at
an
6
earlier
time
shall
comply
with
the
request
within
fourteen
7
days
after
receipt
by
sending
to
the
debtor
an
authenticated
a
8
signed
record:
9
a.
disclaiming
any
interest
in
the
obligations;
and
10
b.
if
known
to
the
recipient,
providing
the
name
and
mailing
11
address
of
any
assignee
of
or
successor
to
the
recipient’s
12
interest
in
the
obligations.
13
Sec.
28.
Section
554.9301,
unnumbered
paragraph
1,
Code
14
2023,
is
amended
to
read
as
follows:
15
Except
as
otherwise
provided
in
sections
554.9303
,
554.9304
,
16
554.9305
,
and
554.9306
through
554.9306B
,
the
following
17
rules
determine
the
law
governing
perfection,
the
effect
of
18
perfection
or
nonperfection,
and
the
priority
of
a
security
19
interest
in
collateral:
20
Sec.
29.
Section
554.9301,
subsection
3,
unnumbered
21
paragraph
1,
Code
2023,
is
amended
to
read
as
follows:
22
Except
as
otherwise
provided
in
subsection
4
,
while
tangible
23
negotiable
tangible
documents,
goods,
instruments,
or
tangible
24
money
,
or
tangible
chattel
paper
is
located
in
a
jurisdiction,
25
the
local
law
of
that
jurisdiction
governs:
26
Sec.
30.
Section
554.9305,
subsection
1,
Code
2023,
is
27
amended
by
adding
the
following
new
paragraph:
28
NEW
PARAGRAPH
.
e.
Paragraphs
“b”
,
“c”
,
and
“d”
apply
29
even
if
the
transaction
does
not
bear
any
relation
to
the
30
jurisdiction.
31
Sec.
31.
Section
554.9306A,
Code
2023,
is
amended
by
32
striking
the
section
and
inserting
in
lieu
thereof
the
33
following:
34
554.9306A
Law
governing
perfection
and
priority
of
security
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interests
in
chattel
paper.
1
1.
Chattel
paper
evidenced
by
authoritative
electronic
2
copy.
Except
as
provided
in
subsection
4,
if
chattel
paper
3
is
evidenced
only
by
an
authoritative
electronic
copy
of
the
4
chattel
paper
or
is
evidenced
by
an
authoritative
electronic
5
copy
and
an
authoritative
tangible
copy,
the
local
law
of
the
6
chattel
paper’s
jurisdiction
governs
perfection,
the
effect
of
7
perfection
or
nonperfection,
and
the
priority
of
a
security
8
interest
in
the
chattel
paper,
even
if
the
transaction
does
not
9
bear
any
relation
to
the
chattel
paper’s
jurisdiction.
10
2.
Chattel
paper’s
jurisdiction.
The
following
rules
11
determine
the
chattel
paper’s
jurisdiction
under
this
section:
12
a.
If
the
authoritative
electronic
copy
of
the
record
13
evidencing
chattel
paper,
or
a
record
attached
to
or
logically
14
associated
with
the
electronic
copy
and
readily
available
for
15
review,
expressly
provides
that
a
particular
jurisdiction
is
16
the
chattel
paper’s
jurisdiction
for
purposes
of
this
section,
17
this
part,
this
Article,
or
this
chapter,
that
jurisdiction
is
18
the
chattel
paper’s
jurisdiction.
19
b.
If
paragraph
“a”
does
not
apply
and
the
rules
of
the
20
system
in
which
the
authoritative
electronic
copy
is
recorded
21
are
readily
available
for
review
and
expressly
provide
that
a
22
particular
jurisdiction
is
the
chattel
paper’s
jurisdiction
23
for
purposes
of
this
section,
this
part,
this
Article,
or
this
24
chapter
that
jurisdiction
is
the
chattel
paper’s
jurisdiction.
25
c.
If
paragraphs
“a”
and
“b”
do
not
apply
and
the
26
authoritative
electronic
copy,
or
a
record
attached
to
or
27
logically
associated
with
the
electronic
copy
and
readily
28
available
for
review,
expressly
provides
that
the
chattel
paper
29
is
governed
by
the
law
of
a
particular
jurisdiction,
that
30
jurisdiction
is
the
chattel
paper’s
jurisdiction.
31
d.
If
paragraphs
“a”
,
“b”
,
and
“c”
do
not
apply
and
the
32
rules
of
the
system
in
which
the
authoritative
electronic
copy
33
is
recorded
are
readily
available
for
review
and
expressly
34
provide
that
the
chattel
paper
or
the
system
is
governed
by
35
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the
law
of
a
particular
jurisdiction,
that
jurisdiction
is
the
1
chattel
paper’s
jurisdiction.
2
e.
If
paragraphs
“a”
through
“d”
do
not
apply,
the
chattel
3
paper’s
jurisdiction
is
the
jurisdiction
in
which
the
debtor
4
is
located.
5
3.
Chattel
paper
evidenced
by
authoritative
tangible
6
copy.
If
an
authoritative
tangible
copy
of
a
record
evidences
7
chattel
paper
and
the
chattel
paper
is
not
evidenced
by
an
8
authoritative
electronic
copy,
while
the
authoritative
tangible
9
copy
of
the
record
evidencing
chattel
paper
is
located
in
a
10
jurisdiction,
the
local
law
of
that
jurisdiction
governs:
11
a.
perfection
of
a
security
interest
in
the
chattel
paper
by
12
possession
under
section
554.9314A;
and
13
b.
the
effect
of
perfection
or
nonperfection
and
the
14
priority
of
a
security
interest
in
the
chattel
paper.
15
4.
When
perfection
governed
by
law
of
jurisdiction
where
16
debtor
located.
The
local
law
of
the
jurisdiction
in
which
the
17
debtor
is
located
governs
perfection
of
a
security
interest
in
18
chattel
paper
by
filing.
19
Sec.
32.
NEW
SECTION
.
554.9306B
Law
governing
perfection
20
and
priority
of
security
interests
in
controllable
accounts,
21
controllable
electronic
records,
and
controllable
payment
22
intangibles.
23
1.
Governing
law:
general
rules.
Except
as
provided
in
24
subsection
2,
the
local
law
of
the
controllable
electronic
25
record’s
jurisdiction
specified
in
section
554.14107,
26
subsections
3
and
4
governs
perfection,
the
effect
of
27
perfection
or
nonperfection,
and
the
priority
of
a
security
28
interest
in
a
controllable
electronic
record
and
a
security
29
interest
in
a
controllable
account
or
controllable
payment
30
intangible
evidenced
by
the
controllable
electronic
record.
31
2.
When
perfection
governed
by
law
of
jurisdiction
where
32
debtor
located.
The
local
law
of
the
jurisdiction
in
which
the
33
debtor
is
located
governs:
34
a.
perfection
of
a
security
interest
in
a
controllable
35
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1411SV
(2)
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57
S.F.
540
account,
controllable
electronic
record,
or
controllable
1
payment
intangible
by
filing;
and
2
b.
automatic
perfection
of
a
security
interest
in
a
3
controllable
payment
intangible
created
by
a
sale
of
the
4
controllable
payment
intangible.
5
Sec.
33.
Section
554.9308,
subsection
8,
Code
2023,
is
6
amended
by
striking
the
subsection.
7
Sec.
34.
Section
554.9310,
subsection
2,
paragraph
h,
Code
8
2023,
is
amended
to
read
as
follows:
9
h.
in
controllable
accounts,
controllable
electronic
10
records,
controllable
payment
intangibles,
deposit
accounts,
11
electronic
chattel
paper,
electronic
documents,
investment
12
property,
or
letter-of-credit
rights
which
is
are
perfected
by
13
control
under
section
554.9314
;
14
Sec.
35.
Section
554.9310,
subsection
2,
Code
2023,
is
15
amended
by
adding
the
following
new
paragraph:
16
NEW
PARAGRAPH
.
0i.
in
chattel
paper
which
is
perfected
by
17
possession
and
control
under
section
554.9314A;
18
Sec.
36.
Section
554.9312,
Code
2023,
is
amended
to
read
as
19
follows:
20
554.9312
Perfection
of
security
interests
in
chattel
21
paper,
controllable
accounts,
controllable
electronic
records,
22
controllable
payment
intangibles,
chattel
paper,
deposit
23
accounts,
negotiable
documents,
goods
covered
by
documents,
24
instruments,
investment
property,
letter-of-credit
rights,
and
25
money
——
perfection
by
permissive
filing
——
temporary
perfection
26
without
filing
or
transfer
of
possession.
27
1.
Perfection
by
filing
permitted.
A
security
interest
in
28
chattel
paper,
controllable
accounts,
controllable
electronic
29
records,
controllable
payment
intangibles,
chattel
paper,
30
negotiable
documents,
instruments,
or
investment
property
,
or
31
negotiable
documents
may
be
perfected
by
filing.
32
2.
Control
or
possession
of
certain
collateral.
Except
as
33
otherwise
provided
in
section
554.9315,
subsections
3
and
4
,
34
for
proceeds:
35
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540
a.
a
security
interest
in
a
deposit
account
may
be
perfected
1
only
by
control
under
section
554.9314
;
2
b.
and
except
as
otherwise
provided
in
section
554.9308,
3
subsection
4
,
a
security
interest
in
a
letter-of-credit
right
4
may
be
perfected
only
by
control
under
section
554.9314
;
5
c.
a
security
interest
in
tangible
money
may
be
perfected
6
only
by
the
secured
party’s
taking
possession
under
section
7
554.9313
;
and
8
d.
a
security
interest
in
electronic
money
may
be
perfected
9
only
by
control
under
section
554.9314
.
10
3.
Goods
covered
by
negotiable
document.
While
goods
are
11
in
the
possession
of
a
bailee
that
has
issued
a
negotiable
12
document
covering
the
goods:
13
a.
a
security
interest
in
the
goods
may
be
perfected
by
14
perfecting
a
security
interest
in
the
document;
and
15
b.
a
security
interest
perfected
in
the
document
has
16
priority
over
any
security
interest
that
becomes
perfected
in
17
the
goods
by
another
method
during
that
time.
18
4.
Goods
covered
by
nonnegotiable
document.
While
goods
are
19
in
the
possession
of
a
bailee
that
has
issued
a
nonnegotiable
20
document
covering
the
goods,
a
security
interest
in
the
goods
21
may
be
perfected
by:
22
a.
issuance
of
a
document
in
the
name
of
the
secured
party;
23
b.
the
bailee’s
receipt
of
notification
of
the
secured
24
party’s
interest;
or
25
c.
filing
as
to
the
goods.
26
5.
Temporary
perfection
——
new
value.
A
security
27
interest
in
certificated
securities,
negotiable
documents,
28
or
instruments
is
perfected
without
filing
or
the
taking
of
29
possession
or
control
for
a
period
of
twenty
days
from
the
time
30
it
attaches
to
the
extent
that
it
arises
for
new
value
given
31
under
an
authenticated
a
signed
security
agreement.
32
6.
Temporary
perfection
——
goods
or
documents
made
available
33
to
debtor.
A
perfected
security
interest
in
a
negotiable
34
document
or
goods
in
possession
of
a
bailee,
other
than
one
35
-31-
LSB
1411SV
(2)
90
da/jh
31/
57
S.F.
540
that
has
issued
a
negotiable
document
for
the
goods,
remains
1
perfected
for
twenty
days
without
filing
if
the
secured
2
party
makes
available
to
the
debtor
the
goods
or
documents
3
representing
the
goods
for
the
purpose
of:
4
a.
ultimate
sale
or
exchange;
or
5
b.
loading,
unloading,
storing,
shipping,
transshipping,
6
manufacturing,
processing,
or
otherwise
dealing
with
them
in
a
7
manner
preliminary
to
their
sale
or
exchange.
8
7.
Temporary
perfection
——
delivery
of
security
certificate
9
or
instrument
to
debtor.
A
perfected
security
interest
in
10
a
certificated
security
or
instrument
remains
perfected
for
11
twenty
days
without
filing
if
the
secured
party
delivers
the
12
security
certificate
or
instrument
to
the
debtor
for
the
13
purpose
of:
14
a.
ultimate
sale
or
exchange;
or
15
b.
presentation,
collection,
enforcement,
renewal,
or
16
registration
of
transfer.
17
8.
Expiration
of
temporary
perfection.
After
the
twenty-day
18
period
specified
in
subsection
5,
6,
or
7
expires,
perfection
19
depends
upon
compliance
with
this
Article
.
20
Sec.
37.
Section
554.9313,
subsections
1,
3,
and
4,
Code
21
2023,
are
amended
to
read
as
follows:
22
1.
Perfection
by
possession
or
delivery.
Except
as
otherwise
23
provided
in
subsection
2
,
a
secured
party
may
perfect
a
24
security
interest
in
tangible
negotiable
documents,
goods,
25
instruments,
negotiable
tangible
documents,
or
tangible
26
money
,
or
tangible
chattel
paper
by
taking
possession
of
the
27
collateral.
A
secured
party
may
perfect
a
security
interest
in
28
certificated
securities
by
taking
delivery
of
the
certificated
29
securities
under
section
554.8301
.
30
3.
Collateral
in
possession
of
person
other
than
31
debtor.
With
respect
to
collateral
other
than
certificated
32
securities
and
goods
covered
by
a
document,
a
secured
party
33
takes
possession
of
collateral
in
the
possession
of
a
person
34
other
than
the
debtor,
the
secured
party,
or
a
lessee
of
35
-32-
LSB
1411SV
(2)
90
da/jh
32/
57
S.F.
540
the
collateral
from
the
debtor
in
the
ordinary
course
of
the
1
debtor’s
business,
when:
2
a.
the
person
in
possession
authenticates
signs
a
record
3
acknowledging
that
it
holds
possession
of
the
collateral
for
4
the
secured
party’s
benefit;
or
5
b.
the
person
takes
possession
of
the
collateral
after
6
having
authenticated
signed
a
record
acknowledging
that
it
7
will
hold
possession
of
the
collateral
for
the
secured
party’s
8
benefit.
9
4.
Time
of
perfection
by
possession
——
continuation
of
10
perfection.
If
perfection
of
a
security
interest
depends
upon
11
possession
of
the
collateral
by
a
secured
party,
perfection
12
occurs
no
not
earlier
than
the
time
the
secured
party
takes
13
possession
and
continues
only
while
the
secured
party
retains
14
possession.
15
Sec.
38.
Section
554.9314,
subsections
1,
2,
and
3,
Code
16
2023,
are
amended
to
read
as
follows:
17
1.
Perfection
by
control.
A
security
interest
in
18
controllable
accounts,
controllable
electronic
records,
19
controllable
payment
intangibles,
deposit
accounts,
electronic
20
chattel
paper,
electronic
documents,
electronic
money,
21
investment
property,
or
letter-of-credit
rights
may
be
22
perfected
by
control
of
the
collateral
under
section
554.7106
,
23
554.9104
,
554.9105
,
554.9105A
,
554.9106
,
554.9107
,
or
24
554.9107A
.
25
2.
Specified
collateral
——
time
of
perfection
by
control
——
26
continuation
of
perfection.
A
security
interest
in
controllable
27
accounts,
controllable
electronic
records,
controllable
payment
28
intangibles,
deposit
accounts,
electronic
chattel
paper,
29
electronic
documents,
electronic
money,
or
letter-of-credit
30
rights
is
perfected
by
control
under
section
554.7106
,
31
554.9104
,
554.9105
,
554.9105A
,
554.9107
,
or
554.9107A
when
32
not
earlier
than
the
time
the
secured
party
obtains
control
33
and
remains
perfected
by
control
only
while
the
secured
party
34
retains
control.
35
-33-
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90
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57
S.F.
540
3.
Investment
property
——
time
of
perfection
by
control
——
1
continuation
of
perfection.
A
security
interest
in
investment
2
property
is
perfected
by
control
under
section
554.9106
from
3
not
earlier
than
the
time
the
secured
party
obtains
control
and
4
remains
perfected
by
control
until:
5
a.
the
secured
party
does
not
have
control;
and
6
b.
one
of
the
following
occurs:
7
(1)
if
the
collateral
is
a
certificated
security,
the
debtor
8
has
or
acquires
possession
of
the
security
certificate;
9
(2)
if
the
collateral
is
an
uncertificated
security,
the
10
issuer
has
registered
or
registers
the
debtor
as
the
registered
11
owner;
or
12
(3)
if
the
collateral
is
a
security
entitlement,
the
debtor
13
is
or
becomes
the
entitlement
holder.
14
Sec.
39.
NEW
SECTION
.
554.9314A
Perfection
by
possession
15
and
control
of
chattel
paper.
16
1.
Perfection
by
possession
and
control.
A
secured
party
17
may
perfect
a
security
interest
in
chattel
paper
by
taking
18
possession
of
each
authoritative
tangible
copy
of
the
record
19
evidencing
the
chattel
paper
and
obtaining
control
of
each
20
authoritative
electronic
copy
of
the
electronic
record
21
evidencing
the
chattel
paper.
22
2.
Time
of
perfection;
continuation
of
perfection.
A
23
security
interest
is
perfected
under
subsection
1
not
earlier
24
than
the
time
the
secured
party
takes
possession
and
obtains
25
control
and
remains
perfected
under
subsection
1
only
while
the
26
secured
party
retains
possession
and
control.
27
3.
Application
of
section
554.9313
to
perfection
by
28
possession
of
chattel
paper.
Section
554.9313,
subsections
29
3
and
6
through
9,
apply
to
perfection
by
possession
of
an
30
authoritative
tangible
copy
of
a
record
evidencing
chattel
31
paper.
32
Sec.
40.
Section
554.9316,
subsections
1
and
6,
Code
2023,
33
are
amended
to
read
as
follows:
34
1.
General
rule
——
effect
on
perfection
of
change
in
35
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57
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540
governing
law.
A
security
interest
perfected
pursuant
to
1
the
law
of
the
jurisdiction
designated
in
section
554.9301,
2
subsection
1
,
or
section
554.9305,
subsection
3
,
section
3
554.9306A,
subsection
4,
or
section
554.9306B,
subsection
2,
4
remains
perfected
until
the
earliest
of:
5
a.
the
time
perfection
would
have
ceased
under
the
law
of
6
that
jurisdiction;
7
b.
the
expiration
of
four
months
after
a
change
of
the
8
debtor’s
location
to
another
jurisdiction;
or
9
c.
the
expiration
of
one
year
after
a
transfer
of
collateral
10
to
a
person
that
thereby
becomes
a
debtor
and
is
located
in
11
another
jurisdiction.
12
6.
Change
in
jurisdiction
of
chattel
paper,
controllable
13
electronic
record,
bank,
issuer,
nominated
person,
securities
14
intermediary,
or
commodity
intermediary.
A
security
interest
in
15
chattel
paper,
controllable
accounts,
controllable
electronic
16
records,
controllable
payment
intangibles,
deposit
accounts,
17
letter-of-credit
rights,
or
investment
property
which
is
18
perfected
under
the
law
of
the
chattel
paper’s
jurisdiction,
19
the
controllable
electronic
record’s
jurisdiction,
the
bank’s
20
jurisdiction,
the
issuer’s
jurisdiction,
a
nominated
person’s
21
jurisdiction,
the
securities
intermediary’s
jurisdiction,
or
22
the
commodity
intermediary’s
jurisdiction,
as
applicable,
23
remains
perfected
until
the
earlier
of:
24
a.
the
time
the
security
interest
would
have
become
25
unperfected
under
the
law
of
that
jurisdiction;
or
26
b.
the
expiration
of
four
months
after
a
change
of
the
27
applicable
jurisdiction
to
another
jurisdiction.
28
Sec.
41.
Section
554.9317,
subsections
2
and
4,
Code
2023,
29
are
amended
to
read
as
follows:
30
2.
Buyers
that
receive
delivery.
Except
as
otherwise
31
provided
in
subsection
5
,
a
buyer,
other
than
a
secured
32
party,
of
tangible
chattel
paper,
tangible
documents,
goods,
33
instruments,
tangible
documents,
or
a
certificated
security
34
certificate
takes
free
of
a
security
interest
or
agricultural
35
-35-
LSB
1411SV
(2)
90
da/jh
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57
S.F.
540
lien
if
the
buyer
gives
value
and
receives
delivery
of
the
1
collateral
without
knowledge
of
the
security
interest
or
2
agricultural
lien
and
before
it
is
perfected.
3
4.
Licensees
and
buyers
of
certain
collateral.
A
Subject
to
4
subsections
6
through
9,
a
licensee
of
a
general
intangible
or
5
a
buyer,
other
than
a
secured
party,
of
collateral
other
than
6
tangible
chattel
paper,
tangible
documents,
electronic
money,
7
goods,
instruments,
tangible
documents,
or
a
certificated
8
security
takes
free
of
a
security
interest
if
the
licensee
or
9
buyer
gives
value
without
knowledge
of
the
security
interest
10
and
before
it
is
perfected.
11
Sec.
42.
Section
554.9317,
Code
2023,
is
amended
by
adding
12
the
following
new
subsections:
13
NEW
SUBSECTION
.
6.
Buyers
of
chattel
paper.
A
buyer,
other
14
than
a
secured
party,
of
chattel
paper
takes
free
of
a
security
15
interest
if,
without
knowledge
of
the
security
interest
and
16
before
it
is
perfected,
the
buyer
gives
value
and:
17
a.
receives
delivery
of
each
authoritative
tangible
copy
of
18
the
record
evidencing
the
chattel
paper;
and
19
b.
if
each
authoritative
electronic
copy
of
the
record
20
evidencing
the
chattel
paper
can
be
subjected
to
control
21
under
section
554.9105,
obtains
control
of
each
authoritative
22
electronic
copy.
23
NEW
SUBSECTION
.
7.
Buyers
of
electronic
documents.
A
buyer
24
of
an
electronic
document
takes
free
of
a
security
interest
25
if,
without
knowledge
of
the
security
interest
and
before
it
26
is
perfected,
the
buyer
gives
value
and,
if
each
authoritative
27
electronic
copy
of
the
document
can
be
subjected
to
control
28
under
section
554.7106,
obtains
control
of
each
authoritative
29
electronic
copy.
30
NEW
SUBSECTION
.
8.
Buyers
of
controllable
electronic
31
records.
A
buyer
of
a
controllable
electronic
record
takes
free
32
of
a
security
interest
if,
without
knowledge
of
the
security
33
interest
and
before
it
is
perfected,
the
buyer
gives
value
and
34
obtains
control
of
the
controllable
electronic
record.
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NEW
SUBSECTION
.
9.
Buyers
of
controllable
accounts
and
1
controllable
payment
intangibles.
A
buyer,
other
than
a
secured
2
party,
of
a
controllable
account
or
a
controllable
payment
3
intangible
takes
free
of
a
security
interest
if,
without
4
knowledge
of
the
security
interest
and
before
it
is
perfected,
5
the
buyer
gives
value
and
obtains
control
of
the
controllable
6
account
or
controllable
payment
intangible.
7
Sec.
43.
Section
554.9324,
subsection
2,
paragraph
b,
Code
8
2023,
is
amended
to
read
as
follows:
9
b.
the
purchase-money
secured
party
sends
an
authenticated
10
signed
notification
to
the
holder
of
the
conflicting
security
11
interest;
12
Sec.
44.
Section
554.9324,
subsection
4,
paragraph
b,
Code
13
2023,
is
amended
to
read
as
follows:
14
b.
the
purchase-money
secured
party
sends
an
authenticated
15
a
signed
notification
to
the
holder
of
the
conflicting
security
16
interest;
17
Sec.
45.
Section
554.9330,
subsections
1,
2,
and
6,
Code
18
2023,
are
amended
to
read
as
follows:
19
1.
Purchaser’s
priority
——
security
interest
claimed
merely
20
as
proceeds.
A
purchaser
of
chattel
paper
has
priority
over
a
21
security
interest
in
the
chattel
paper
which
is
claimed
merely
22
as
proceeds
of
inventory
subject
to
a
security
interest
if:
23
a.
in
good
faith
and
in
the
ordinary
course
of
the
24
purchaser’s
business,
the
purchaser
gives
new
value
,
and
takes
25
possession
of
each
authoritative
tangible
copy
of
the
record
26
evidencing
the
chattel
paper
or
,
and
obtains
control
of
under
27
section
554.9105
of
each
authoritative
electronic
copy
of
the
28
record
evidencing
the
chattel
paper
under
section
554.9105
;
and
29
b.
the
chattel
paper
does
authoritative
copies
of
the
30
record
evidencing
the
chattel
paper
do
not
indicate
that
it
the
31
chattel
paper
has
been
assigned
to
an
identified
assignee
other
32
than
the
purchaser.
33
2.
Purchaser’s
priority
——
other
security
interests.
A
34
purchaser
of
chattel
paper
has
priority
over
a
security
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interest
in
the
chattel
paper
which
is
claimed
other
than
1
merely
as
proceeds
of
inventory
subject
to
a
security
interest
2
if
the
purchaser
gives
new
value
,
and
takes
possession
of
3
each
authoritative
tangible
copy
of
the
record
evidencing
the
4
chattel
paper
or
,
and
obtains
control
of
under
section
554.9105
5
of
each
authoritative
electronic
copy
of
the
record
evidencing
6
the
chattel
paper
under
section
554.9105
in
good
faith,
in
7
the
ordinary
course
of
the
purchaser’s
business,
and
without
8
knowledge
that
the
purchase
violates
the
rights
of
the
secured
9
party.
10
6.
Indication
of
assignment
gives
knowledge.
For
purposes
of
11
subsections
2
and
4
,
if
the
authoritative
copies
of
the
record
12
evidencing
chattel
paper
or
an
instrument
indicates
indicate
13
that
it
the
chattel
paper
or
instrument
has
been
assigned
to
an
14
identified
secured
party
other
than
the
purchaser,
a
purchaser
15
of
the
chattel
paper
or
instrument
has
knowledge
that
the
16
purchase
violates
the
rights
of
the
secured
party.
17
Sec.
46.
Section
554.9331,
Code
2023,
is
amended
to
read
as
18
follows:
19
554.9331
Priority
of
rights
of
purchasers
of
controllable
20
accounts,
controllable
electronic
records,
controllable
payment
21
intangibles,
documents,
instruments,
and
securities
under
22
other
Articles
——
priority
of
interests
in
financial
assets
23
and
security
entitlements
and
protections
protection
against
24
assertions
assertion
of
claims
under
Articles
8
and
14.
25
1.
Rights
under
Articles
3,
7,
8,
and
14
not
limited.
This
26
Article
does
not
limit
the
rights
of
a
holder
in
due
course
of
a
27
negotiable
instrument,
a
holder
to
which
a
negotiable
document
28
of
title
has
been
duly
negotiated,
a
protected
purchaser
of
a
29
security,
or
a
qualifying
purchaser
of
a
controllable
account,
30
controllable
electronic
record,
or
controllable
payment
31
intangible.
These
holders
or
purchasers
take
priority
over
an
32
earlier
security
interest,
even
if
perfected,
to
the
extent
33
provided
in
Articles
3
,
7
,
8
,
and
14
.
34
2.
Protection
under
Articles
8
and
14.
This
Article
does
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not
limit
the
rights
of
or
impose
liability
on
a
person
to
the
1
extent
that
the
person
is
protected
against
the
assertion
of
2
a
claim
under
Article
8
or
14
.
3
3.
Filing
not
notice.
Filing
under
this
Article
does
4
not
constitute
notice
of
a
claim
or
defense
to
the
holders,
5
purchasers,
or
persons
described
in
subsections
1
and
2
.
6
Sec.
47.
Section
554.9332,
Code
2023,
is
amended
to
read
as
7
follows:
8
554.9332
Transfer
of
money
——
transfer
of
funds
from
deposit
9
account.
10
1.
Transferee
of
tangible
money.
A
transferee
of
tangible
11
money
takes
the
money
free
of
a
security
interest
in
the
money
12
if
the
transferee
when
receiving
delivery
receives
possession
13
of
the
money
does
not
act
without
acting
in
collusion
with
the
14
debtor
in
violating
the
rights
of
the
secured
party.
15
2.
Transferee
of
electronic
money.
A
transferee
of
16
electronic
money
takes
the
money
free
of
a
security
interest
17
in
the
money
if
the
transferee
when
obtaining
control
of
the
18
money
does
not
act
in
collusion
with
the
debtor
in
violating
19
the
rights
of
the
secured
party.
20
3.
2.
Transferee
of
funds
from
deposit
account.
A
21
transferee
of
funds
from
a
deposit
account
takes
the
funds
free
22
of
a
security
interest
in
the
deposit
account
if
the
transferee
23
when
receiving
receives
the
funds
does
not
act
without
acting
24
in
collusion
with
the
debtor
in
violating
the
rights
of
the
25
secured
party.
26
3.
Transferee
of
electronic
money.
A
transferee
of
27
electronic
money
takes
the
money
free
of
a
security
interest
28
if
the
transferee
obtains
control
of
the
money
without
acting
29
in
collusion
with
the
debtor
in
violating
the
rights
of
the
30
secured
party.
31
Sec.
48.
Section
554.9334,
subsection
6,
paragraph
a,
Code
32
2023,
is
amended
to
read
as
follows:
33
a.
the
encumbrancer
or
owner
has,
in
an
authenticated
a
34
signed
record,
consented
to
the
security
interest
or
disclaimed
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an
interest
in
the
goods
as
fixtures;
or
1
Sec.
49.
Section
554.9341,
unnumbered
paragraph
1,
Code
2
2023,
is
amended
to
read
as
follows:
3
Except
as
otherwise
provided
in
section
554.9340,
subsection
4
3
,
and
unless
the
bank
otherwise
agrees
in
an
authenticated
a
5
signed
record,
a
bank’s
rights
and
duties
with
respect
to
a
6
deposit
account
maintained
with
the
bank
are
not
terminated,
7
suspended,
or
modified
by:
8
Sec.
50.
Section
554.9404,
subsection
1,
paragraph
b,
Code
9
2023,
is
amended
to
read
as
follows:
10
b.
any
other
defense
or
claim
of
the
account
debtor
against
11
the
assignor
which
accrues
before
the
account
debtor
receives
12
a
notification
of
the
assignment
authenticated
signed
by
the
13
assignor
or
the
assignee.
14
Sec.
51.
Section
554.9406,
subsections
1,
4,
7,
and
11,
Code
15
2023,
are
amended
to
read
as
follows:
16
1.
Discharge
of
account
debtor
——
effect
of
17
notification.
Subject
to
subsections
2
through
9
and
18
11
,
an
account
debtor
on
an
account,
chattel
paper,
or
a
19
payment
intangible
may
discharge
its
obligation
by
paying
the
20
assignor
until,
but
not
after,
the
account
debtor
receives
21
a
notification,
authenticated
signed
by
the
assignor
or
22
the
assignee,
that
the
amount
due
or
to
become
due
has
been
23
assigned
and
that
payment
is
to
be
made
to
the
assignee.
After
24
receipt
of
the
notification,
the
account
debtor
may
discharge
25
its
obligation
by
paying
the
assignee
and
may
not
discharge
the
26
obligation
by
paying
the
assignor.
27
4.
Term
restricting
assignment
generally
ineffective.
In
28
this
subsection,
“promissory
note”
includes
a
negotiable
29
instrument
that
evidences
chattel
paper.
Except
as
otherwise
30
provided
in
subsection
subsections
5
and
11
and
sections
31
554.9407
and
554.13303
,
and
subject
to
subsection
8
,
a
term
in
32
an
agreement
between
an
account
debtor
and
an
assignor
or
in
a
33
promissory
note
is
ineffective
to
the
extent
that
it:
34
a.
prohibits,
restricts,
or
requires
the
consent
of
the
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account
debtor
or
person
obligated
on
the
promissory
note
to
1
the
assignment
or
transfer
of,
or
the
creation,
attachment,
2
perfection,
or
enforcement
of
a
security
interest
in,
the
3
account,
chattel
paper,
payment
intangible,
or
promissory
note;
4
or
5
b.
provides
that
the
assignment
or
transfer
or
the
creation,
6
attachment,
perfection,
or
enforcement
of
the
security
interest
7
may
give
rise
to
a
default,
breach,
right
of
recoupment,
claim,
8
defense,
termination,
right
of
termination,
or
remedy
under
the
9
account,
chattel
paper,
payment
intangible,
or
promissory
note.
10
7.
Subsection
2
,
paragraph
“c”,
not
waivable.
Subject
to
11
subsection
subsections
8
and
11
,
an
account
debtor
may
shall
12
not
waive
or
vary
its
option
under
subsection
2
,
paragraph
“c”
.
13
11.
Inapplicability
of
certain
subsections.
Subsections
1
14
through
,
2,
3
,
and
7
do
not
apply
to
a
controllable
account
or
15
controllable
payment
intangible.
16
Sec.
52.
Section
554.9509,
subsections
1
and
2,
Code
2023,
17
are
amended
to
read
as
follows:
18
1.
Person
entitled
to
file
record.
A
person
may
file
an
19
initial
financing
statement,
amendment
that
adds
collateral
20
covered
by
a
financing
statement,
or
amendment
that
adds
a
21
debtor
to
a
financing
statement
only
if:
22
a.
the
debtor
authorizes
the
filing
in
an
authenticated
a
23
signed
record
or
pursuant
to
subsection
2
or
3
;
or
24
b.
the
person
holds
an
agricultural
lien
that
has
25
become
effective
at
the
time
of
filing
and
the
financing
26
statement
covers
only
collateral
in
which
the
person
holds
an
27
agricultural
lien.
28
2.
Security
agreement
as
authorization.
By
authenticating
29
signing
or
becoming
bound
as
debtor
by
a
security
agreement,
30
a
debtor
or
new
debtor
authorizes
the
filing
of
an
initial
31
financing
statement,
and
an
amendment,
covering:
32
a.
the
collateral
described
in
the
security
agreement;
and
33
b.
property
that
becomes
collateral
under
section
554.9315,
34
subsection
1
,
paragraph
“b”
,
whether
or
not
the
security
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agreement
expressly
covers
proceeds.
1
Sec.
53.
Section
554.9513,
subsections
2
and
3,
Code
2023,
2
are
amended
to
read
as
follows:
3
2.
Time
for
compliance
with
subsection
1
.
To
comply
with
4
subsection
1
,
a
secured
party
shall
cause
the
secured
party
of
5
record
to
file
the
termination
statement:
6
a.
within
one
month
after
there
is
no
obligation
secured
7
by
the
collateral
covered
by
the
financing
statement
and
8
no
commitment
to
make
an
advance,
incur
an
obligation,
or
9
otherwise
give
value;
or
10
b.
if
earlier,
within
twenty
days
after
the
secured
party
11
receives
an
authenticated
a
signed
demand
from
a
debtor.
12
3.
Other
collateral.
In
cases
not
governed
by
subsection
13
1
,
within
twenty
days
after
a
secured
party
receives
an
14
authenticated
a
signed
demand
from
a
debtor,
the
secured
15
party
shall
cause
the
secured
party
of
record
for
a
financing
16
statement
to
send
to
the
debtor
a
termination
statement
for
the
17
financing
statement
or
file
the
termination
statement
in
the
18
filing
office
if:
19
a.
except
in
the
case
of
a
financing
statement
covering
20
accounts
or
chattel
paper
that
has
been
sold
or
goods
that
21
are
the
subject
of
a
consignment,
there
is
no
obligation
22
secured
by
the
collateral
covered
by
the
financing
statement
23
and
no
commitment
to
make
an
advance,
incur
an
obligation,
or
24
otherwise
give
value;
25
b.
the
financing
statement
covers
accounts
or
chattel
paper
26
that
has
been
sold
but
as
to
which
the
account
debtor
or
other
27
person
obligated
has
discharged
its
obligation;
28
c.
the
financing
statement
covers
goods
that
were
the
29
subject
of
a
consignment
to
the
debtor
but
are
not
in
the
30
debtor’s
possession;
or
31
d.
the
debtor
did
not
authorize
the
filing
of
the
initial
32
financing
statement.
33
Sec.
54.
Section
554.9605,
Code
2023,
is
amended
to
read
as
34
follows:
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554.9605
Unknown
debtor
or
secondary
obligor.
1
1.
Duties
to
unknown
persons
——
general
rule
In
general:
no
2
duty
owed
by
a
secured
party
.
Except
as
provided
in
subsection
3
2
,
a
secured
party
does
not
owe
a
duty
based
on
its
status
as
4
secured
party:
5
a.
to
a
person
that
is
a
debtor
or
obligor,
unless
the
6
secured
party
knows:
7
(1)
that
the
person
is
a
debtor
or
obligor;
8
(2)
the
identity
of
the
person;
and
9
(3)
how
to
communicate
with
the
person;
or
10
b.
to
a
secured
party
or
lienholder
that
has
filed
a
11
financing
statement
against
a
person,
unless
the
secured
party
12
knows:
13
(1)
that
the
person
is
a
debtor;
and
14
(2)
the
identity
of
the
person.
15
2.
When
secured
party
owes
duty
to
debtor
notwithstanding
16
subsection
1
Exception:
secured
party
owes
a
duty
to
debtor
17
or
obligor
.
A
secured
party
owes
a
duty
based
on
its
status
18
as
a
secured
party
to
a
person
that
is
a
debtor
if,
at
the
19
time
the
secured
party
obtains
control
of
collateral
that
is
20
a
controllable
account,
controllable
electronic
record,
or
21
controllable
payment
intangible,
or
at
the
time
the
security
22
interest
attaches
to
the
collateral,
whichever
is
later:
23
a.
the
person
is
a
debtor
or
obligor;
and
24
b.
the
secured
party
has
knowledge
knows
that
the
nature
25
of
the
collateral
or
a
system
in
which
the
collateral
is
26
recorded
would
prevent
the
secured
party
from
acquiring
the
27
knowledge
specified
information
in
subsection
1
,
paragraph
“a”
,
28
subparagraph
(1),
(2),
or
(3)
relating
to
the
person
is
not
29
provided
by
the
collateral,
a
record
attached
to
or
logically
30
associated
with
the
collateral,
or
the
system
in
which
the
31
collateral
is
recorded
.
32
Sec.
55.
Section
554.9608,
subsection
1,
paragraph
a,
33
subparagraph
(3),
Code
2023,
is
amended
to
read
as
follows:
34
(3)
the
satisfaction
of
obligations
secured
by
any
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subordinate
security
interest
in
or
other
lien
on
the
1
collateral
subject
to
the
security
interest
or
agricultural
2
lien
under
which
the
collection
or
enforcement
is
made
if
the
3
secured
party
receives
an
authenticated
a
signed
demand
for
4
proceeds
before
distribution
of
the
proceeds
is
completed.
5
Sec.
56.
Section
554.9611,
subsection
1,
paragraph
a,
Code
6
2023,
is
amended
to
read
as
follows:
7
a.
a
secured
party
sends
to
the
debtor
and
any
secondary
8
obligor
an
authenticated
a
signed
notification
of
disposition;
9
or
10
Sec.
57.
Section
554.9611,
subsections
2
and
3,
Code
2023,
11
are
amended
to
read
as
follows:
12
2.
Notification
of
disposition
required.
Except
as
otherwise
13
provided
in
subsection
4
,
a
secured
party
that
disposes
of
14
collateral
under
section
554.9610
shall
send
to
the
persons
15
specified
in
subsection
3
a
reasonable
authenticated
signed
16
notification
of
disposition.
17
3.
Persons
to
be
notified.
To
comply
with
subsection
2
,
the
18
secured
party
shall
send
an
authenticated
a
signed
notification
19
of
disposition
to:
20
a.
the
debtor;
21
b.
any
secondary
obligor;
and
22
c.
if
the
collateral
is
other
than
consumer
goods:
23
(1)
any
other
person
from
which
the
secured
party
has
24
received,
before
the
notification
date,
an
authenticated
25
a
signed
notification
of
a
claim
of
an
interest
in
the
26
collateral;
27
(2)
any
other
secured
party
or
lienholder
that,
ten
days
28
before
the
notification
date,
held
a
security
interest
in
or
29
other
lien
on
the
collateral
perfected
by
the
filing
of
a
30
financing
statement
that:
31
(a)
identified
the
collateral;
32
(b)
was
indexed
under
the
debtor’s
name
as
of
that
date;
and
33
(c)
was
filed
in
the
office
in
which
to
file
a
financing
34
statement
against
the
debtor
covering
the
collateral
as
of
that
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date;
and
1
(3)
any
other
secured
party
that,
ten
days
before
the
2
notification
date,
held
a
security
interest
in
the
collateral
3
perfected
by
compliance
with
a
statute,
regulation,
or
treaty
4
described
in
section
554.9311,
subsection
1
.
5
Sec.
58.
Section
554.9611,
subsection
5,
paragraph
b,
6
subparagraph
(2),
Code
2023,
is
amended
to
read
as
follows:
7
(2)
received
a
response
to
the
request
for
information
and
8
sent
an
authenticated
a
signed
notification
of
disposition
to
9
each
secured
party
or
other
lienholder
named
in
that
response
10
whose
financing
statement
covered
the
collateral.
11
Sec.
59.
Section
554.9615,
subsection
1,
paragraph
c,
12
subparagraph
(1),
Code
2023,
is
amended
to
read
as
follows:
13
(1)
the
secured
party
receives
from
the
holder
of
the
14
subordinate
security
interest
or
other
lien
an
authenticated
a
15
signed
demand
for
proceeds
before
distribution
of
the
proceeds
16
is
completed;
and
17
Sec.
60.
Section
554.9615,
subsection
1,
paragraph
d,
Code
18
2023,
is
amended
to
read
as
follows:
19
d.
a
secured
party
that
is
a
consignor
of
the
collateral
if
20
the
secured
party
receives
from
the
consignor
an
authenticated
21
a
signed
demand
for
proceeds
before
distribution
of
the
22
proceeds
is
completed.
23
Sec.
61.
Section
554.9616,
subsection
1,
paragraph
b,
24
subparagraph
(1),
Code
2023,
is
amended
to
read
as
follows:
25
(1)
authenticated
signed
by
a
debtor
or
consumer
obligor;
26
Sec.
62.
Section
554.9619,
subsection
1,
unnumbered
27
paragraph
1,
Code
2023,
is
amended
to
read
as
follows:
28
In
this
section
,
“transfer
statement”
means
a
record
29
authenticated
signed
by
a
secured
party
stating:
30
Sec.
63.
Section
554.9620,
subsection
1,
paragraph
b,
31
unnumbered
paragraph
1,
Code
2023,
is
amended
to
read
as
32
follows:
33
the
secured
party
does
not
receive,
within
the
time
set
forth
34
in
subsection
4
,
a
notification
of
objection
to
the
proposal
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authenticated
signed
by:
1
Sec.
64.
Section
554.9620,
subsection
2,
paragraph
a,
Code
2
2023,
is
amended
to
read
as
follows:
3
a.
the
secured
party
consents
to
the
acceptance
in
an
4
authenticated
a
signed
record
or
sends
a
proposal
to
the
5
debtor;
and
6
Sec.
65.
Section
554.9620,
subsection
3,
Code
2023,
is
7
amended
to
read
as
follows:
8
3.
Debtor’s
consent.
For
purposes
of
this
section
:
9
a.
a
debtor
consents
to
an
acceptance
of
collateral
in
10
partial
satisfaction
of
the
obligation
it
secures
only
if
11
the
debtor
agrees
to
the
terms
of
the
acceptance
in
a
record
12
authenticated
signed
after
default;
and
13
b.
a
debtor
consents
to
an
acceptance
of
collateral
in
full
14
satisfaction
of
the
obligation
it
secures
only
if
the
debtor
15
agrees
to
the
terms
of
the
acceptance
in
a
record
authenticated
16
signed
after
default
or
the
secured
party:
17
(1)
sends
to
the
debtor
after
default
a
proposal
that
is
18
unconditional
or
subject
only
to
a
condition
that
collateral
19
not
in
the
possession
of
the
secured
party
be
preserved
or
20
maintained;
21
(2)
in
the
proposal,
proposes
to
accept
collateral
in
full
22
satisfaction
of
the
obligation
it
secures;
and
23
(3)
does
not
receive
a
notification
of
objection
24
authenticated
signed
by
the
debtor
within
twenty
days
after
the
25
proposal
is
sent.
26
Sec.
66.
Section
554.9620,
subsection
6,
paragraph
b,
Code
27
2023,
is
amended
to
read
as
follows:
28
b.
within
any
longer
period
to
which
the
debtor
and
all
29
secondary
obligors
have
agreed
in
an
agreement
to
that
effect
30
entered
into
and
authenticated
signed
after
default.
31
Sec.
67.
Section
554.9621,
subsection
1,
paragraph
a,
Code
32
2023,
is
amended
to
read
as
follows:
33
a.
any
person
from
which
the
secured
party
has
received,
34
before
the
debtor
consented
to
the
acceptance,
an
authenticated
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a
signed
notification
of
a
claim
of
an
interest
in
the
1
collateral;
2
Sec.
68.
Section
554.9624,
Code
2023,
is
amended
to
read
as
3
follows:
4
554.9624
Waiver.
5
1.
Waiver
of
disposition
notification.
A
debtor
or
secondary
6
obligor
may
waive
the
right
to
notification
of
disposition
of
7
collateral
under
section
554.9611
only
by
an
agreement
to
that
8
effect
entered
into
and
authenticated
signed
after
default.
9
2.
Waiver
of
mandatory
disposition.
A
debtor
may
waive
10
the
right
to
require
disposition
of
collateral
under
section
11
554.9620,
subsection
5
,
only
by
an
agreement
to
that
effect
12
entered
into
and
authenticated
signed
after
default.
13
3.
Waiver
of
redemption
right.
Except
in
a
consumer-goods
14
transaction,
a
debtor
or
secondary
obligor
may
waive
the
15
right
to
redeem
collateral
under
section
554.9623
only
by
an
16
agreement
to
that
effect
entered
into
and
authenticated
signed
17
after
default.
18
Sec.
69.
Section
554.9628,
subsection
1,
unnumbered
19
paragraph
1,
Code
2023,
is
amended
to
read
as
follows:
20
Unless
Subject
to
subsection
6,
unless
a
secured
party
knows
21
that
a
person
is
a
debtor
or
obligor,
knows
the
identity
of
the
22
person,
and
knows
how
to
communicate
with
the
person:
23
Sec.
70.
Section
554.9628,
subsection
6,
Code
2023,
is
24
amended
by
striking
the
subsection
and
inserting
in
lieu
25
thereof
the
following:
26
6.
Exception:
limitation
of
liability
under
subsections
27
1
and
2
does
not
apply.
Subsections
1
and
2
do
not
apply
to
28
limit
the
liability
of
a
secured
party
to
a
person
if,
at
the
29
time
the
secured
party
obtains
control
of
collateral
that
is
30
a
controllable
account,
controllable
electronic
record,
or
31
controllable
payment
intangible
or
at
the
time
the
security
32
interest
attaches
to
the
collateral,
whichever
is
later:
33
a.
the
person
is
a
debtor
or
obligor;
and
34
b.
the
secured
party
knows
that
the
information
in
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subsection
2,
paragraph
“a”
,
subparagraph
(1),
(2),
or
(3),
1
relating
to
the
person
is
not
provided
by
the
collateral,
a
2
record
attached
to
or
logically
associated
with
the
collateral,
3
or
the
system
in
which
the
collateral
is
recorded.
4
PART
B
5
TRANSITIONAL
PROVISIONS
6
Sec.
71.
NEW
SECTION
.
554.15101
Short
title.
7
This
Article
may
be
cited
as
the
Transitional
Provisions
for
8
Uniform
Commercial
Code
Amendments
(2022).
9
Sec.
72.
NEW
SECTION
.
554.15102
Definitions.
10
1.
Article
15
definitions.
In
this
Article:
11
a.
“Article
14”
means
Article
14
of
this
chapter.
12
b.
“Article
14
property”
means
a
controllable
account,
13
controllable
electronic
record,
or
controllable
payment
14
intangible.
15
2.
Definitions
in
other
Articles.
The
following
definitions
16
in
other
Articles
of
this
chapter
apply
to
this
Article:
17
a.
“Controllable
account”
...
Section
554.9102.
18
b.
“Controllable
electronic
record”
...
Section
554.14102.
19
c.
“Controllable
payment
intangible”
...
Section
554.9102.
20
d.
“Electronic
money”
...
Section
554.9102.
21
e.
“Financing
statement”
...
Section
554.9102.
22
3.
Article
1
definitions
and
principles.
Article
1
contains
23
general
definitions
and
principles
of
construction
and
24
interpretation
applicable
throughout
this
Article.
25
Sec.
73.
NEW
SECTION
.
554.15201
Saving
clause.
26
Except
as
provided
in
part
3,
a
transaction
validly
entered
27
into
before
the
effective
date
of
this
Act
and
the
rights,
28
duties,
and
interests
flowing
from
the
transaction
remain
valid
29
thereafter
and
may
be
terminated,
completed,
consummated,
30
or
enforced
as
required
or
permitted
by
law
other
than
this
31
chapter
or,
if
applicable,
this
chapter,
as
though
this
Act
had
32
not
taken
effect.
33
Sec.
74.
NEW
SECTION
.
554.15301
Saving
clause.
34
1.
Pre-effective-date
transaction,
lien,
or
interest.
Except
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as
provided
in
this
part,
Article
9,
as
amended
by
this
Act,
1
and
Article
14,
as
amended
by
this
Act,
apply
to
a
transaction,
2
lien,
or
other
interest
in
property,
even
if
the
transaction,
3
lien,
or
interest
was
entered
into,
created,
or
acquired
before
4
the
effective
date
of
this
Act.
5
2.
Continuing
validity.
Except
as
provided
in
subsection
3
6
and
sections
554.15302
through
554.15306:
7
a.
a
transaction,
lien,
or
interest
in
property
that
8
was
validly
entered
into,
created,
or
transferred
before
9
the
effective
date
of
this
Act
and
was
not
governed
by
this
10
chapter,
but
would
be
subject
to
Article
9
as
amended
by
this
11
Act
or
Article
14,
as
amended
by
this
Act,
if
it
had
been
12
entered
into,
created,
or
transferred
on
or
after
the
effective
13
date
of
this
Act,
including
the
rights,
duties,
and
interests
14
flowing
from
the
transaction,
lien,
or
interest,
remains
valid
15
on
and
after
the
effective
date
of
this
Act;
and
16
b.
the
transaction,
lien,
or
interest
may
be
terminated,
17
completed,
consummated,
and
enforced
as
required
or
permitted
18
by
this
Act
or
by
the
law
that
would
apply
if
this
Act
had
not
19
taken
effect.
20
3.
Pre-effective-date
proceeding.
This
Act
does
not
affect
21
an
action,
case,
or
proceeding
commenced
before
the
effective
22
date
of
this
Act.
23
Sec.
75.
NEW
SECTION
.
554.15302
Security
interest
perfected
24
before
effective
date.
25
1.
Continuing
perfection:
perfection
requirements
26
satisfied.
A
security
interest
that
is
enforceable
and
27
perfected
immediately
before
the
effective
date
of
this
Act
28
is
a
perfected
security
interest
under
this
Act
if,
on
the
29
effective
date
of
this
Act,
the
requirements
for
enforceability
30
and
perfection
under
this
Act
are
satisfied
without
further
31
action.
32
2.
Continuing
perfection:
enforceability
or
perfection
33
requirements
not
satisfied.
If
a
security
interest
is
34
enforceable
and
perfected
immediately
before
the
effective
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date
of
this
Act,
but
the
requirements
for
enforceability
or
1
perfection
under
this
Act
are
not
satisfied
on
the
effective
2
date
of
this
Act,
the
security
interest:
3
a.
is
a
perfected
security
interest
until
the
earlier
of
4
the
time
perfection
would
have
ceased
under
the
law
in
effect
5
immediately
before
the
effective
date
of
this
Act
or
July
1,
6
2025;
7
b.
remains
enforceable
thereafter
only
if
the
security
8
interest
satisfies
the
requirements
for
enforceability
under
9
section
554.9203,
as
amended
by
this
Act,
before
July
1,
2025;
10
and
11
c.
remains
perfected
thereafter
only
if
the
requirements
12
for
perfection
under
this
Act
are
satisfied
before
the
time
13
specified
in
paragraph
“a”
.
14
Sec.
76.
NEW
SECTION
.
554.15303
Security
interest
15
unperfected
before
effective
date.
16
A
security
interest
that
is
enforceable
immediately
before
17
the
effective
date
of
this
Act
but
is
unperfected
at
that
time:
18
1.
remains
an
enforceable
security
interest
until
July
1,
19
2025;
20
2.
remains
enforceable
thereafter
if
the
security
interest
21
becomes
enforceable
under
section
554.9203,
as
amended
by
this
22
Act,
on
the
effective
date
of
this
Act
or
before
July
1,
2025;
23
and
24
3.
becomes
perfected:
25
a.
without
further
action,
on
the
effective
date
of
this
Act
26
if
the
requirements
for
perfection
under
this
Act
are
satisfied
27
before
or
at
that
time;
or
28
b.
when
the
requirements
for
perfection
are
satisfied
if
the
29
requirements
are
satisfied
after
that
time.
30
Sec.
77.
NEW
SECTION
.
554.15304
Effectiveness
of
actions
31
taken
before
effective
date.
32
1.
Pre-effective-date
action;
attachment
and
perfection
33
before
July
1,
2025.
If
action,
other
than
the
filing
of
a
34
financing
statement,
is
taken
before
the
effective
date
of
this
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Act
and
this
action
would
have
resulted
in
perfection
of
the
1
security
interest
had
the
security
interest
become
enforceable
2
before
the
effective
date
of
this
Act,
this
action
is
effective
3
to
perfect
a
security
interest
that
attaches
under
this
Act
4
before
July
1,
2025.
An
attached
security
interest
becomes
5
unperfected
on
July
1,
2025,
unless
the
security
interest
6
becomes
a
perfected
security
interest
under
this
Act
before
7
July
1,
2025.
8
2.
Pre-effective-date
filing.
The
filing
of
a
financing
9
statement
before
the
effective
date
of
this
Act
is
effective
10
to
perfect
a
security
interest
on
the
effective
date
of
this
11
Act
to
the
extent
the
filing
would
satisfy
the
requirements
for
12
perfection
under
this
Act.
13
3.
Pre-effective-date
enforceability
action.
The
taking
of
14
an
action
before
the
effective
date
of
this
Act
is
sufficient
15
for
the
enforceability
of
a
security
interest
on
the
effective
16
date
of
this
Act
if
this
action
would
satisfy
the
requirements
17
for
enforceability
under
this
Act.
18
Sec.
78.
NEW
SECTION
.
554.15305
Priority.
19
1.
Determination
of
priority.
Subject
to
subsections
2
and
20
3,
this
Act
determines
the
priority
of
conflicting
claims
to
21
collateral.
22
2.
Established
priorities.
Subject
to
subsection
3,
if
the
23
priorities
of
claims
to
collateral
were
established
before
the
24
effective
date
of
this
Act,
Article
9,
as
in
effect
before
the
25
effective
date
of
this
Act,
determines
priority.
26
3.
Determination
of
certain
priorities
on
July
1,
2025.
On
27
July
1,
2025,
to
the
extent
the
priorities
determined
by
28
Article
9,
as
amended
by
this
Act,
modify
the
priorities
29
established
before
the
effective
date
of
this
Act,
the
30
priorities
of
claims
to
Article
14
property
and
electronic
31
money
established
before
the
effective
date
of
this
Act
cease
32
to
apply.
33
Sec.
79.
NEW
SECTION
.
554.15306
Priority
of
claims
when
34
priority
rules
of
Article
9
do
not
apply.
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1.
Determination
of
priority.
Subject
to
subsections
2
and
1
3,
Article
14
determines
the
priority
of
conflicting
claims
to
2
Article
14
property
when
the
priority
rules
of
Article
9,
as
3
amended
by
this
Act,
do
not
apply.
4
2.
Established
priorities.
Subject
to
subsection
3,
when
5
the
priority
rules
of
Article
9,
as
amended
by
this
Act,
do
not
6
apply
and
the
priorities
of
claims
to
Article
14
property
were
7
established
before
the
effective
date
of
this
Act,
law
other
8
than
Article
14
determines
priority.
9
3.
Determination
of
certain
priorities
on
July
1,
2025.
When
10
the
priority
rules
of
Article
9,
as
amended
by
this
Act,
do
11
not
apply,
to
the
extent
the
priorities
determined
by
this
Act
12
modify
the
priorities
established
before
the
effective
date
13
of
this
Act,
the
priorities
of
claims
to
Article
14
property
14
established
before
the
effective
date
of
this
Act
cease
to
15
apply
on
July
1,
2025.
16
Sec.
80.
DIRECTIONS
TO
THE
CODE
EDITOR
——
ARTICLE
15
17
PARTS.
The
Code
editor
is
directed
to
divide
the
provisions
of
18
chapter
554,
Article
15,
as
enacted
in
this
division
of
this
19
Act,
into
parts
as
follows:
20
1.
Part
1,
including
sections
554.15101
and
554.15102.
21
2.
Part
2,
including
section
554.15201.
22
3.
Part
3,
including
sections
554.15301,
554.15302,
23
554.15303,
554.15304,
554.15305,
and
554.15306.
24
DIVISION
III
25
DIGITAL
ASSETS
26
Sec.
81.
Section
554E.1,
Code
2023,
is
amended
by
striking
27
the
section
and
inserting
in
lieu
thereof
the
following:
28
554E.1
Definitions.
29
As
used
in
this
chapter,
unless
the
context
otherwise
30
requires:
31
1.
“Contract”
means
the
same
as
defined
in
section
554D.103.
32
2.
“Digital
asset”
means
any
electronic
record
that
33
represents,
evidences,
or
comprises
economic
value
or
economic,
34
proprietary,
or
access
rights,
is
maintained
or
stored
in
or
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as
an
electronic
ledger
or
other
record
of
transactions,
or
1
is
used
as
a
medium
of
exchange,
unit
of
account,
method
of
2
payment,
or
store
of
value.
3
3.
“Distributed
ledger
technology”
means
an
electronic
4
record
that
is
a
ledger
or
other
record
of
transactions
or
5
other
data
to
which
all
of
the
following
apply:
6
a.
The
electronic
record
is
uniformly
ordered.
7
b.
The
electronic
record
is
redundantly
maintained
or
8
processed
by
or
distributed
over
more
than
one
computer
9
or
machine
to
ensure
the
consistency,
immutability,
10
decentralization,
or
nonrepudiation
of
the
ledger
or
other
11
record
of
transactions
or
other
data.
12
4.
“Electronic”
means
the
same
as
defined
in
section
13
554D.103.
14
5.
“Electronic
record”
means
the
same
as
defined
in
section
15
554D.103.
16
6.
“Electronic
services
system”
means
the
county
land
record
17
information
system,
or
electronic
services
system,
created
18
under
the
agreement
entered
into
under
chapter
28E
between
the
19
counties
and
the
Iowa
county
recorders
association
as
required
20
by
2005
Iowa
Acts,
ch.
179,
§101,
as
amended
by
2021
Iowa
Acts,
21
ch.
126,
§2.
22
7.
“Record”
means
the
same
as
defined
in
section
554D.103.
23
8.
a.
“Smart
contract”
means
an
electronic
record
that
is
24
an
event-driven
program
or
computerized
transaction
protocol
25
that
runs
on
a
distributed,
decentralized,
shared,
and
26
replicated
ledger
that
executes
the
terms
of
a
contract.
27
b.
For
purposes
of
this
subsection,
“executes
the
terms
28
of
a
contract”
may
include
taking,
obtaining,
exercising,
or
29
transferring
control
or
custody
of
assets
or
other
property.
30
9.
“Transaction”
means
a
sale,
trade,
exchange,
transfer,
31
payment,
or
conversion
of
a
digital
asset
or
any
other
property
32
or
any
other
action
or
set
of
actions
occurring
between
two
or
33
more
persons
relating
to
the
conduct
of
business,
commercial,
34
or
governmental
affairs.
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Sec.
82.
Section
554E.2,
Code
2023,
is
amended
to
read
as
1
follows:
2
554E.2
Classification
of
digital
assets.
3
Digital
assets
are
intangible
personal
property.
4
EXPLANATION
5
The
inclusion
of
this
explanation
does
not
constitute
agreement
with
6
the
explanation’s
substance
by
the
members
of
the
general
assembly.
7
GENERAL.
This
bill
amends
Code
chapter
554,
Iowa’s
version
8
of
the
uniform
commercial
code
(UCC),
governing
certain
9
commercial
transactions
involving
forms
of
personal
electronic
10
property
that
do
not
derive
value
from
physical
attributes
11
(sometimes
referred
to
as
form
of
intangible
personal
12
property).
In
2022,
the
general
assembly
enacted
two
bills
13
dealing
with
these
types
of
transactions:
(1)
new
Article
14
14
of
the
UCC
(Code
chapter
554)
and
referred
to
as
the
“Uniform
15
Commercial
Code
——
Controllable
Electronic
Records”
(2022
Iowa
16
Acts,
chapter
1117)
and
(2)
new
Code
chapter
554E
referring
to
17
smart
contracts,
distributed
ledger
technology,
and
digital
18
assets
(2022
Iowa
Acts,
chapter
1116).
19
CONTROLLABLE
ELECTRONIC
RECORDS
——
BACKGROUND.
The
2022
Act
20
creating
new
Article
14
of
the
UCC,
in
part
included
amendments
21
to
Article
1
providing
general
provisions
applicable
throughout
22
the
UCC,
and
amendments
to
Article
9
governing
secured
23
transactions,
as
prepared
by
a
committee
appointed
jointly
by
24
the
uniform
law
commission
and
the
American
law
institute.
25
The
Act
provided
for
forms
of
electronic
property
sometimes
26
referred
to
as
digital
assets
including
non-fiat
currency
27
and
blockchain
based
non-fungible
tokens,
commonly
referred
28
to
as
NFTs,
and
transactions
involving
sale
to
a
purchaser
29
(qualified
purchaser)
and
associated
payment
obligations
30
(a
controllable
payment
intangible)
by
an
account
debtor.
31
Note,
the
UCC
does
not
use
the
term
“intangible
property”
32
but
“personal
property”
which
includes
general
intangibles,
33
including
controllable
electronic
records.
Iowa’s
new
Article
34
14
is
connected
to
Article
9,
which
allows
a
creditor
to
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obtain
a
security
interest
attached
to
a
debtor’s
personal
1
property
as
collateral
and
to
obtain
priority
when
enforcing
2
that
security
interest
over
other
creditors
having
a
security
3
interest
in
that
same
collateral.
Under
Code
section
554.9102,
4
the
term
“account”
means
having
a
present
and
future
right
5
to
a
payment
based
on
the
transfer
of
services
or
property
6
including
by
sale
or
lease,
and
includes
accounts
receivable,
7
but
excludes
an
item
represented
by
a
negotiable
instrument
8
or
chattel
paper.
The
term
“payment
intangible”
(under
the
9
catchall
term
“general
intangible”)
means
a
debtor’s
principal
10
obligation
is
the
payment
of
money
and
includes
a
controllable
11
payment
intangible.
An
account
debtor
is
a
person
who
owes
12
an
obligation
on
an
account,
chattel
paper,
or
intangible
13
property.
Chattel
paper
is
a
debt
obligation
supported
with
a
14
security
interest
in
tangible
property
and
includes
electronic
15
chattel
paper
evidenced
by
an
electronic
record.
An
electronic
16
record
cannot
include
electronic
money
operating
as
a
medium
of
17
exchange
before
being
authorized
or
adopted
by
a
governmental
18
entity.
Like
a
controllable
electronic
record,
electronic
19
money
is
perfected
by
rules
of
control
rather
than
rules
of
20
possession
traditionally
governing
forms
of
tangible
personal
21
property.
22
CONTROLLABLE
ELECTRONIC
RECORDS
——
BILL’S
PROVISIONS.
The
23
bill
eliminates
several
terms,
including
“electronic
chattel
24
paper”
and
substitutes
the
term
used
to
complete
a
document
25
from
“authenticate”
to
“sign”.
The
bill
provides
for
rights
26
in
controllable
accounts,
controllable
electronic
records,
27
and
controllable
payment
intangibles
(amended
Code
section
28
554.14104),
the
control
of
controllable
electronic
records
29
(amended
Code
section
554.14105),
and
what
state
law
controls
30
in
cases
of
jurisdictional
questions
(amended
Code
section
31
554.14107).
The
bill
defines
a
number
of
terms
used
throughout
32
the
UCC,
including
“money”.
The
bill
amends
a
number
of
33
Article
9
provisions,
including
the
control
of
an
electronic
34
copy
of
a
record
evidencing
chattel
paper
(amended
Code
section
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554.9105);
the
control
of
electronic
money
(amended
Code
1
section
554.9105A);
that
no
duty
exists
to
confirm
control
on
2
behalf
of
another
person
(new
Code
section
554.9107B);
the
3
duty
of
a
secured
party
to
transfer
control
of
electronic
4
document
of
title
to
a
debtor
(amended
Code
section
554.9208);
5
the
law
governing
the
perfection
and
priority
of
a
security
6
interest
in
chattel
paper
(amended
Code
section
554.9306A)
and
7
in
controllable
accounts,
controllable
electronic
records,
8
and
controllable
payment
intangibles
(new
Code
section
9
554.9306B);
the
perfection
of
chattel
paper,
including
an
10
electronic
copy
of
a
record
evidencing
chattel
paper
(new
Code
11
section
554.9314A);
the
right
of
a
buyer
of
chattel
paper,
12
electronic
document,
a
controllable
electronic
record,
and
13
a
controllable
account
or
controllable
payment
intangible
14
to
take
clear
of
a
security
interest
prior
to
perfection
15
(amended
Code
section
554.9317);
and
the
liability
of
a
secured
16
party
obtaining
control
of
collateral
that
is
a
controllable
17
account,
controllable
electronic
record,
or
controllable
18
payment
intangible
(amended
Code
section
554.9628).
The
bill
19
also
includes
a
number
of
transitional
provisions,
including
20
a
saving
clause
(new
Code
sections
554.15201
and
554.15301),
21
the
enforceability
of
a
security
interest
that
is
perfected
22
or
unperfected
before
the
bill’s
effective
date
(new
Code
23
sections
554.15302
and
554.15303),
the
effectiveness
of
actions
24
taken
before
the
bill’s
effective
date
(new
Code
section
25
554.15304),
and
rules
of
priority
(new
Code
sections
554.15305
26
and
554.15306).
27
REGULATION
OF
DIGITAL
ASSETS
——
BACKGROUND.
The
2022
Act
28
regulating
transactions
involving
distributed
ledger
technology
29
and
smart
contracts
is
connected
to
Article
14.
In
both
30
cases,
the
medium
of
exchange
is
a
digital
asset.
Distributed
31
ledger
technology
allows
different
computers
to
validate
32
transactions
and
update
records
and
a
smart
contract
is
a
type
33
of
electronic
record
that
executes
the
term
of
a
contract,
34
including
the
transfer
of
assets.
A
digital
asset
is
a
form
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of
an
electronic
record
that
represents
or
is
used
as
a
medium
1
of
exchange,
unit
of
account,
method
of
payment,
or
store
of
2
value.
However,
the
term
expressly
excludes
certain
personal
3
property
recognized
under
the
UCC,
including
a
deposit
account,
4
electronic
record
evidencing
chattel
paper,
electronic
chattel
5
paper,
controllable
account,
controllable
payment
intangible,
6
money,
electronic
document
of
title,
investment
property,
or
a
7
transferable
record
(Code
section
554E.1).
A
contract
cannot
8
be
denied
legal
effect
or
enforceability
solely
because
it
9
is
effectuated
by
distributed
ledger
technology
or
a
smart
10
contract
(Code
section
554E.3).
In
addition,
the
2022
Act
11
provides
that
a
real
estate
conveyance
can
be
recorded
by
a
12
county
if
the
evidence
of
conveyance
complies
with
the
general
13
requirements
of
Code
chapter
558
and
is
in
a
format
conforming
14
with
standards
established
by
the
electronic
services
system
15
allowing
counties
and
the
Iowa
county
recorders
association
16
to
enter
into
an
agreement
under
Code
chapter
28E
for
the
17
implementation
of
the
county
land
record
information
system
18
(Code
section
554E.4).
19
REGULATION
OF
DIGITAL
ASSETS
——
BILL’S
PROVISIONS.
The
20
bill
amends
the
definition
of
“digital
asset”
by
eliminating
21
exceptions
recognized
by
the
UCC
including
electronic
records
22
evidencing
chattel
paper.
The
bill
provides
that
a
digital
23
asset
is
classified
simply
as
personal
property
rather
than
24
intangible
personal
property.
Finally,
the
bill
defines
25
“electronic
services
system”
by
citing
its
source
in
the
Iowa
26
Acts.
27
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