11-8-102. Definitions.

In this article:#

1. (1)

   “Adverse claim” means a claim that a claimant has a property interest in a financial asset and that it is a violation of the rights of the claimant for another person to hold, transfer, or deal with the financial asset.#

2. (2)

   “Bearer form,” as applied to a certificated security, means a form in which the security is payable to the bearer of the security certificate according to its terms but not by reason of an indorsement.#

3. (3)

   “Broker” means a person defined as a broker or dealer under the federal securities laws, but without excluding a bank acting in that capacity.#

4. (4)

   “Certificated security” means a security that is represented by a certificate.#

5. (5)

   “Clearing corporation” means:#

   1. (i)

      A person that is registered as a “clearing agency” under the federal securities laws;#

   2. (ii)

      A federal reserve bank; or#

   3. (iii)

      Any other person that provides clearance or settlement services with respect to financial assets that would require it to register as a clearing agency under the federal securities laws but for an exclusion or exemption from the registration requirement, if its activities as a clearing corporation, including promulgation of rules, are subject to regulation by a federal or state governmental authority.#

6. (6)

   “Communicate” means to:#

   1. (i)

      Send a signed record; or#

   2. (ii)

      Transmit information by any mechanism agreed upon by the persons transmitting and receiving the information.#

7. (7)

   “Entitlement holder” means a person identified in the records of a securities intermediary as the person having a security entitlement against the securities intermediary. If a person acquires a security entitlement by virtue of paragraph (2) or (3) of subsection (b) of Code Section 11-8-501, that person is the entitlement holder.#

8. (8)

   “Entitlement order” means a notification communicated to a securities intermediary directing transfer or redemption of a financial asset to which the entitlement holder has a security entitlement.#

9. (9)

   “Financial asset,” except as otherwise provided in Code Section 11-8-103, means:#

   1. (i)

      A security;#

   2. (ii)

      An obligation of a person or a share, participation, or other interest in a person or in property or an enterprise of a person, which is, or is of a type, dealt in or traded on financial markets, or which is recognized in any area in which it is issued or dealt in as a medium for investment; or#

   3. (iii)

      Any property that is held by a securities intermediary for another person in a securities account if the securities intermediary has expressly agreed with the other person that the property is to be treated as a financial asset under this article.#

   4. As context requires, the term means either the interest itself or the means by which a person’s claim to it is evidenced, including a certificated or uncertificated security, a security certificate, or a security entitlement.

10. (10)

    Reserved.#

11. (11)

    “Indorsement” means a signature that alone or accompanied by other words is made on a security certificate in registered form or on a separate document for the purpose of assigning, transferring, or redeeming the security or granting a power to assign, transfer, or redeem it.#

12. (12)

    “Instruction” means a notification communicated to the issuer of an uncertificated security which directs that the transfer of the security be registered or that the security be redeemed.#

13. (13)

    “Registered form,” as applied to a certificated security, means a form in which:#

    1. (i)

       The security certificate specifies a person entitled to the security; and#

    2. (ii)

       A transfer of the security may be registered upon books maintained for that purpose by or on behalf of the issuer, or the security certificate so states.#

14. (14)

    “Securities intermediary” means:#

    1. (i)

       A clearing corporation; or#

    2. (ii)

       A person, including a bank or broker, that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity.#

15. (15)

    “Security,” except as otherwise provided in Code Section 11-8-103, means an obligation of an issuer or a share, participation, or other interest in an issuer or in property or an enterprise of an issuer:#

    1. (i)

       Which is represented by a security certificate in bearer or registered form, or the transfer of which may be registered upon books maintained for that purpose by or on behalf of the issuer;#

    2. (ii)

       Which is one of a class or series or by its terms is divisible into a class or series of shares, participations, interests, or obligations; and#

    3. (iii)

       Which:#

       1. (A)

          Is, or is of a type, dealt in or traded on securities exchanges or securities markets; or#

       2. (B)

          Is a medium for investment and by its terms expressly provides that it is a security governed by this article.#

16. (16)

    “Security certificate” means a certificate representing a security.#

17. (17)

    “Security entitlement” means the rights and property interest of an entitlement holder with respect to a financial asset specified in Part 5 of this article.#

18. (18)

    “Uncertificated security” means a security that is not represented by a certificate.#

The following definitions in this article and other articles of this title apply to this article:#

1. “Appropriate person.” Code Section 11-8-107.

2. “Control.” Code Section 11-8-106.

3. “Controllable account.” Code Section 11-9-102.

4. “Controllable electronic record.” Code Section 11-12-102.

5. “Controllable payment intangible.” Code Section 11-9-102.

6. “Delivery.” Code Section 11-8-301.

7. “Investment company security.” Code Section 11-8-103.

8. “Issuer.” Code Section 11-8-201.

9. “Overissue.” Code Section 11-8-210.

10. “Protected purchaser.” Code Section 11-8-303.

11. “Securities account.” Code Section 11-8-501.

In addition, Article 1 of this title contains general definitions and principles of construction and interpretation applicable throughout this article.#

The characterization of a person, business, or transaction for purposes of this article does not determine the characterization of the person, business, or transaction for purposes of any other law, regulation, or rule.#