N.Y.
Uniform Commercial Code Law Section 9-105
Control of Electronic Chattel Paper
(1)
a single authoritative copy of the record or records exists which is unique, identifiable and, except as otherwise provided in paragraphs (4), (5), and(6)
, unalterable;(2)
the authoritative copy identifies the secured party as the assignee of the record or records;(3)
the authoritative copy is communicated to and maintained by the secured party or its designated custodian;(4)
copies or revisions that add or change an identified assignee of the authoritative copy can be made only with the participation of the secured party;(5)
each copy of the authoritative copy and any copy of a copy is readily identifiable as a copy that is not the authoritative copy; and(6)
any revision of the authoritative copy is readily identifiable as an authorized or unauthorized revision. * NB Effective until June 3, 2026 * Section 9--105. Control of Electronic Copy of Record Evidencing Chattel Paper.(a)
General rule: control of electronic copy of record evidencing chattel paper. A purchaser has control of an authoritative electronic copy of a record evidencing chattel paper if a system employed for evidencing the assignment of interests in the chattel paper reliably establishes the purchaser as the person to which the authoritative electronic copy was assigned.(b)
Single authoritative copy. A system satisfies subsection (a) if the record or records evidencing the chattel paper are created, stored, and assigned in a manner that:(1)
a single authoritative copy of the record or records exists which is unique, identifiable and, except as otherwise provided in paragraphs (4), (5), and(6)
, unalterable;(2)
the authoritative copy identifies the secured party as the assignee of the record or records;(3)
the authoritative copy is communicated to and maintained by the secured party or its designated custodian;(4)
copies or revisions that add or change an identified assignee of the authoritative copy can be made only with the participation of the secured party;(5)
each copy of the authoritative copy and any copy of a copy is readily identifiable as a copy that is not the authoritative copy; and(6)
any revision of the authoritative copy is readily identifiable as an authorized or unauthorized revision.(c)
One or more authoritative copies. A system satisfies subsection (a), and a purchaser has control of an authoritative electronic copy of a record evidencing chattel paper, if the electronic copy, a record attached to or logically associated with the electronic copy, or a system in which the electronic copy is recorded:(1)
enables the purchaser readily to identify each electronic copy as either an authoritative copy or a nonauthoritative copy;(2)
enables the purchaser readily to identify itself in any way, including by name, identifying number, cryptographic key, office, or account number, as the assignee of the authoritative electronic copy; and(3)
gives the purchaser exclusive power, subject to subsection (d), to: (A) prevent others from adding or changing an identified assignee of the authoritative electronic copy; and (B) transfer control of the authoritative electronic copy.(d)
Meaning of exclusive. Subject to subsection (e), a power is exclusive under subsection (c)(3)(A) and (B) even if:(1)
the authoritative electronic copy, a record attached to or logically associated with the authoritative electronic copy, or a system in which the authoritative electronic copy is recorded limits the use of the authoritative electronic copy or has a protocol programmed to cause a change, including a transfer or loss of control; or(2)
the power is shared with another person.(e)
When power not shared with another person. A power of a purchaser is not shared with another person under subsection (d)(2) and the purchaser’s power is not exclusive if:(1)
the purchaser can exercise the power only if the power also is exercised by the other person; and(2)
the other person: (A) can exercise the power without exercise of the power by the purchaser; or (B) is the transferor to the purchaser of an interest in the chattel paper.(f)
Presumption of exclusivity of certain powers. If a purchaser has the powers specified in subsection (c)(3)(A) and (B), the powers are presumed to be exclusive.(g)
Obtaining control through another person. A purchaser has control of an authoritative electronic copy of a record evidencing chattel paper if another person, other than the transferor to the purchaser of an interest in the chattel paper:(1)
has control of the authoritative electronic copy and acknowledges that it has control on behalf of the purchaser; or(2)
obtains control of the authoritative electronic copy after having acknowledged that it will obtain control of the electronic copy on behalf of the purchaser. * NB Effective June 3, 2026
Source:
Section 9-105 — Control of Electronic Chattel Paper, https://www.nysenate.gov/legislation/laws/UCC/9-105 (updated Dec. 12, 2025; accessed Dec. 20, 2025).
