---
title: O.C.G.A. § 11-3-106. Unconditional promise or order.
collection: code
id: 11-3-106
cite_as: O.C.G.A. § 11-3-106 (2025)
canonical_url: https://georgiacommons.org/code/11-3-106
md_url: https://georgiacommons.org/code/11-3-106.md
text_url: https://georgiacommons.org/code/11-3-106/text
source_url: https://www.legis.ga.gov/api/document/docs/default-source/joint-features-document-library/t11-(v9)-pdf.pdf?sfvrsn=df925151_0#page=37
date: 2025
status: active
corpus_version: 2025-supplement-89aa39ab3c68
license: CC0-1.0
publisher: Georgia Commons, an independent project of Georgia Civic Data. Not the State of Georgia. Not legal advice.
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version: the only printed version
in_force: true
current_through: Including Acts of the 2025 Regular Session of the General Assembly
heading_path: COMMERCIAL CODE / NEGOTIABLE INSTRUMENTS / GENERAL PROVISIONS AND DEFINITIONS
---

# O.C.G.A. § 11-3-106. Unconditional promise or order.

(a) Except as provided in this Code section, for the purposes of subsection (a) of Code Section 11-3-104, a promise or order is unconditional unless it states (i) an express condition to payment; (ii) that the promise or order is subject to or governed by another record; or (iii) that rights or obligations with respect to the promise or order are stated in another record. A reference to another record does not of itself make the promise or order conditional.

(b) A promise or order is not made conditional (i) by a reference to another record for a statement of rights with respect to collateral, prepayment, or acceleration; or (ii) because payment is limited to resort to a particular fund or source.

(c) If a promise or order requires, as a condition to payment, a countersignature by a person whose specimen signature appears on the promise or order, the condition does not make the promise or order conditional for the purposes of subsection (a) of Code Section 11-3-104. If the person whose specimen signature appears on an instrument fails to countersign the instrument, the failure to countersign is a defense to the obligation of the issuer, but the failure does not prevent a transferee of the instrument from becoming a holder of the instrument.

(d) If a promise or order at the time it is issued or first comes into possession of a holder contains a statement, required by applicable statutory or administrative law, to the effect that the rights of a holder or transferee are subject to claims or defenses that the issuer could assert against the original payee, the promise or order is not thereby made conditional for the purposes of subsection (a) of Code Section 11-3-104; but, if the promise or order is an instrument, there cannot be a holder in due course of the instrument.

## History

Code 1981, § 11-3-106, enacted by Ga. L. 1996, p. 1306, § 3; Ga. L. 2024, p. 817, § 6-2/HB 1240, effective July 1, 2024.

## Editor's Notes

Ga. L. 2024, p. 817, § 1-1/HB 1240, not codified by the General Assembly, provides: “This Act shall be known and may be cited as the ‘Uniform Commercial Code Modernization Act of 2024.’”

Ga. L. 2024, p. 817, § 1-2/HB 1240, not codified by the General Assembly, provides: “Nothing in this Act shall be construed to support, endorse, create, or implement a national digital currency.”

## Amendments

The 2024 amendment, effective July 1, 2024, substituted “record” for “writing” throughout this Code section.