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Colorado Senate Bill SB090

Colorado 2023 Regular Session

Colorado Senate Bill SB090 Compare Versions

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1+First Regular Session
2+Seventy-fourth General Assembly
3+STATE OF COLORADO
4+REREVISED
5+This Version Includes All Amendments
6+Adopted in the Second House
7+LLS NO. 23-0564.01 Christopher McMichael x4775
18 SENATE BILL 23-090
2-BY SENATOR(S) Gardner, Priola, Rich;
3-also REPRESENTATIVE(S) Snyder, Bird, Epps, Lindsay, Lindstedt,
4-Marshall, Ricks, McCluskie.
9+Senate Committees House Committees
10+Judiciary Judiciary
11+A BILL FOR AN ACT
512 C
6-ONCERNING THE ENACTMENT OF THE 2022 AMENDMENTS TO THE
7-"UNIFORM COMMERCIAL CODE".
8-Be it enacted by the General Assembly of the State of Colorado:
9-SECTION 1. In Colorado Revised Statutes, 4-1-201, amend (b)
10-introductory portion, (b)(10), (b)(14), (b)(20)(C), (b)(23), (b)(26), (b)(36),
11-and (b)(37); and add (b)(15.5) as follows:
12-4-1-201. General definitions. (b) Subject to definitions contained
13-in other articles of this title
14- TITLE 4 that apply to particular articles or parts
15-thereof OF THIS TITLE 4:
16-(10) "Conspicuous", with reference to a term, means so written,
17-displayed, or presented that a reasonable person against which it is to
18-operate ought to have noticed it. Whether a term is "conspicuous" or not is
19-a decision for the court. Conspicuous terms include the following:
20-NOTE: This bill has been prepared for the signatures of the appropriate legislative
21-officers and the Governor. To determine whether the Governor has signed the bill
22-or taken other action on it, please consult the legislative status sheet, the legislative
23-history, or the Session Laws.
24-________
25-Capital letters or bold & italic numbers indicate new material added to existing law; dashes
26-through words or numbers indicate deletions from existing law and such material is not part of
27-the act. (A) A heading in capital letters equal to or greater in size than the
28-surrounding text, or in contrasting type, font, or color to the surrounding
29-text of the same or lesser size; and
30-(B) Language in the body of a record or display in larger type than
31-the surrounding text, or in contrasting type, font, or color to the surrounding
32-text of the same size, or set off from surrounding text of the same size by
33-symbols or other marks that call attention to the language.
34-(14) "Delivery", with respect to an electronic document of title,
35-means voluntary transfer of control; and with respect to an instrument, a
13+ONCERNING THE ENACTMENT OF THE 2022 AMENDMENTS TO THE101
14+"U
15+NIFORM COMMERCIAL CODE".102
16+Bill Summary
17+(Note: This summary applies to this bill as introduced and does
18+not reflect any amendments that may be subsequently adopted. If this bill
19+passes third reading in the house of introduction, a bill summary that
20+applies to the reengrossed version of this bill will be available at
21+http://leg.colorado.gov/
22+.)
23+Colorado Commission on Uniform State Laws. The bill makes
24+changes to the "Uniform Commercial Code" (UCC), drafted by the
25+Uniform Law Commission.
26+The 2022 amendments update the UCC to account for emerging
27+technologies by:
28+! Amending the definitions of "conspicuous", "send", and
29+HOUSE
30+3rd Reading Unamended
31+March 6, 2023
32+HOUSE
33+Amended 2nd Reading
34+March 3, 2023
35+SENATE
36+3rd Reading Unamended
37+February 22, 2023
38+SENATE
39+Amended 2nd Reading
40+February 21, 2023
41+SENATE SPONSORSHIP
42+Gardner, Priola, Rich
43+HOUSE SPONSORSHIP
44+Snyder, Bird, Epps, Lindsay, Lindstedt, Marshall, McCluskie, Ricks
45+Shading denotes HOUSE amendment. Double underlining denotes SENATE amendment.
46+Capital letters or bold & italic numbers indicate new material to be added to existing law.
47+Dashes through the words or numbers indicate deletions from existing law. "sign";
48+! Adding the definition of "electronic"; and
49+! Changing current references to "writing" or "written" to
50+refer instead to a "record".
51+The 2022 amendments update the provisions of the UCC related
52+to secured transactions by:
53+! Addressing security interests and rights to payment related
54+to controllable electronic records;
55+! Specifying how to perfect security interests in controllable
56+accounts and controllable payment intangibles;
57+! Updating the definition of "chattel paper" to distinguish
58+between a right to payment and the record evidencing the
59+right to payment;
60+! Updating definitions related to money generally, including
61+creating a new definition of "electronic money"; and
62+! Creating a new definition of "assignee" and "assignor".
63+The bill creates a new article within the UCC that governs the
64+transfer of property rights in certain intangible digital assets that have
65+been or may be created and may involve the use of new technologies,
66+including such assets as certain types of virtual currency and nonfungible
67+tokens.
68+The bill provides guidance for which laws apply during the
69+transition from the current UCC to the UCC as amended by the bill.
70+Be it enacted by the General Assembly of the State of Colorado:1
71+SECTION 1. In Colorado Revised Statutes, 4-1-201, amend (b)2
72+introductory portion, (b)(10), (b)(14), (b)(20)(C), (b)(23), (b)(26), (b)(36),3
73+and (b)(37); and add (b)(15.5) as follows:4
74+4-1-201. General definitions. (b) Subject to definitions5
75+contained in other articles of this title
76+ TITLE 4 that apply to particular6
77+articles or parts thereof OF THIS TITLE 4:7
78+(10) "Conspicuous", with reference to a term, means so written,8
79+displayed, or presented that a reasonable person against which it is to9
80+operate ought to have noticed it. Whether a term is "conspicuous" or not10
81+is a decision for the court. Conspicuous terms include the following:11
82+(A) A heading in capital letters equal to or greater in size than the12
83+090-2- surrounding text, or in contrasting type, font, or color to the surrounding1
84+text of the same or lesser size; and2
85+(B) Language in the body of a record or display in larger type than3
86+the surrounding text, or in contrasting type, font, or color to the4
87+surrounding text of the same size, or set off from surrounding text of the5
88+same size by symbols or other marks that call attention to the language.6
89+(14) "Delivery", with respect to an electronic document of title,7
90+means voluntary transfer of control; and with respect to an instrument, a8
3691 tangible document of title, or
37-AN AUTHORITATIVE TANGIBLE COPY OF A
38-RECORD EVIDENCING
39- chattel paper, means voluntary transfer of possession.
92+AN AUTHORITATIVE TANGIBLE COPY OF A9
93+RECORD EVIDENCING chattel paper, means voluntary transfer of10
94+possession.11
4095 (15.5) "E
41-LECTRONIC" MEANS RELATING TO TECHNOLOGY HAVING
42-ELECTRICAL
43-, DIGITAL, MAGNETIC, WIRELESS, OPTICAL, ELECTROMAGNETIC,
44-OR SIMILAR CAPABILITIES.
45-(20) "Holder" means:
96+LECTRONIC" MEANS RELATING TO TECHNOLOGY HAVING12
97+ELECTRICAL, DIGITAL, MAGNETIC , WIRELESS, OPTICAL,13
98+ELECTROMAGNETIC, OR SIMILAR CAPABILITIES.14
99+(20) "Holder" means:15
46100 (C) The person in control,
47-OTHER THAN PURSUANT TO SECTION
48-4-7-106 (g), OF A NEGOTIABLE ELECTRONIC DOCUMENT OF TITLE .
49-(23) "Money" means a medium of exchange currently authorized or
50-adopted by a domestic or foreign government. The term includes a monetary
51-unit of account established by an intergovernmental organization or by
52-agreement between two or more countries. T
53-HE TERM DOES NOT INCLUDE AN
54-ELECTRONIC RECORD THAT IS A MEDIUM OF EXCHANGE RECORDED AND
55-TRANSFERABLE IN A SYSTEM THAT EXISTED AND OPERATED FOR THE MEDIUM
56-OF EXCHANGE BEFORE THE MEDIUM OF EXCHANGE WAS AUTHORIZED OR
57-ADOPTED BY THE GOVERNMENT
58-.
59-(26) "Person" means an individual, corporation, business trust,
60-estate, trust, partnership, limited liability company, association, joint
61-venture, government, government subdivision, agency, or instrumentality,
101+OTHER THAN PURSUANT TO SECTION16
102+4-7-106 (g),
103+OF A NEGOTIABLE ELECTRONIC DOCUMENT OF TITLE .17
104+(23) "Money" means a medium of exchange currently authorized18
105+or adopted by a domestic or foreign government. The term includes a19
106+monetary unit of account established by an intergovernmental20
107+organization or by agreement between two or more countries. T
108+HE TERM21
109+DOES NOT INCLUDE AN ELECTRONIC RECORD THAT IS A MEDIUM OF22
110+EXCHANGE RECORDED AND TRANSFERABLE IN A SYSTEM THAT EXISTED23
111+AND OPERATED FOR THE MEDIUM OF EXCHANGE BEFORE THE MEDIUM OF24
112+EXCHANGE WAS AUTHORIZED OR ADOPTED BY THE GOVERNMENT .25
113+(26) "Person" means an individual, corporation, business trust,26
114+estate, trust, partnership, limited liability company, association, joint27
115+090
116+-3- venture, government, government subdivision, agency, or instrumentality,1
62117 or any other legal or commercial entity. T
63-HE TERM INCLUDES A PROTECTED
64-SERIES
65-, HOWEVER DENOMINATED , OF AN ENTITY IF THE PROTECTED SERIES
66-IS ESTABLISHED UNDER THE LAWS OF ANOTHER STATE THAT
67-:
68-(a) L
69-IMITS, OR LIMITS IF CONDITIONS SPECIFIED UNDER THE LAW ARE
70-PAGE 2-SENATE BILL 23-090 SATISFIED, THE ABILITY OF A CREDITOR OF THE ENTITY OR OF ANY OTHER
71-PROTECTED SERIES OF THE ENTITY TO SATISFY A CLAIM FROM ASSETS OF THE
72-PROTECTED SERIES
73-; AND
74-(b) TREATS THE PROTECTED SERIES AS AN ENTITY .
75-(36) "Send", in connection with a writing, record or notice
76-NOTIFICATION, means to:
77-(A) Deposit in the mail, or deliver for transmission, OR TRANSMIT
78-by any other usual means of communication with postage or cost of
79-transmission provided for, and properly addressed and, in the case of an
80-instrument, to an address specified thereon or otherwise agreed, or, if there
81-is none, ADDRESSED to any address reasonable under the circumstances; or
82-(B) In any other way cause to be received any record or notice
83-within the time it would have arrived if properly sent CAUSE THE RECORD
84-OR NOTIFICATION TO BE RECEIVED WITHIN THE TIME IT WOULD HAVE BEEN
85-RECEIVED IF PROPERLY SENT UNDER SUBSECTION
86- (b)(36)(A) OF THIS
87-SECTION
88-.
89-(37) (A) "Signed" includes any symbol executed or adopted withpresent intention to adopt or accept a writing. "SIGN" MEANS, WITH PRESENT
90-INTENT TO AUTHENTICATE OR ADOPT A RECORD
91-:
118+HE TERM INCLUDES A2
119+PROTECTED SERIES, HOWEVER DENOMINATED , OF AN ENTITY IF THE3 PROTECTED SERIES IS ESTABLISHED UNDER THE LAWS OF ANOTHER STATE4
120+THAT:5
121+(a) LIMITS, OR LIMITS IF CONDITIONS SPECIFIED UNDER THE LAW6
122+ARE SATISFIED, THE ABILITY OF A CREDITOR OF THE ENTITY OR OF ANY7
123+OTHER PROTECTED SERIES OF THE ENTITY TO SATISFY A CLAIM FROM8
124+ASSETS OF THE PROTECTED SERIES; AND9
125+(b) TREATS THE PROTECTED SERIES AS AN ENTITY .10
126+(36) "Send", in connection with a writing, record or notice11
127+NOTIFICATION, means to:12
128+(A) Deposit in the mail, or deliver for transmission, OR TRANSMIT13
129+by any other usual means of communication with postage or cost of14
130+transmission provided for, and properly addressed and, in the case of an15
131+instrument, to an address specified thereon or otherwise agreed, or, if16
132+there is none, ADDRESSED to any address reasonable under the17
133+circumstances; or18
134+(B) In any other way cause to be received any record or notice19
135+within the time it would have arrived if properly sent CAUSE THE RECORD20
136+OR NOTIFICATION TO BE RECEIVED WITHIN THE TIME IT WOULD HAVE BEEN21
137+RECEIVED IF PROPERLY SENT UNDER SUBSECTION (b)(36)(A) OF THIS22
138+SECTION.23
139+(37) (A) "Signed" includes any symbol executed or adopted with24
140+present intention to adopt or accept a writing. "SIGN" MEANS, WITH25
141+PRESENT INTENT TO AUTHENTICATE OR ADOPT A RECORD :26
92142 (i) E
93-XECUTE OR ADOPT A TANGIBLE SYMBOL ; OR
94-(ii) ATTACH TO OR LOGICALLY ASSOCIATE WITH THE RECORD AN
95-ELECTRONIC SYMBOL
96-, SOUND, OR PROCESS.
143+XECUTE OR ADOPT A TANGIBLE SYMBOL ; OR27
144+090
145+-4- (ii) ATTACH TO OR LOGICALLY ASSOCIATE WITH THE RECORD AN1
146+ELECTRONIC SYMBOL, SOUND, OR PROCESS.2
97147 (B) "S
98-IGNED", "SIGNING", AND "SIGNATURE" HAVE CORRESPONDING
99-MEANINGS
100-.
101-SECTION 2. In Colorado Revised Statutes, 4-1-204, amend the
102-introductory portion as follows:
148+IGNED", "SIGNING", AND "SIGNATURE" HAVE3
149+CORRESPONDING MEANINGS .4
150+SECTION 2. In Colorado Revised Statutes, 4-1-204, amend the5
151+introductory portion as follows:6
103152 4-1-204. Value. Except as otherwise provided in articles 3, 4, and
104-5, 6, AND 12 of this title TITLE 4, a person gives value for rights if the person
105-acquires them:
106-PAGE 3-SENATE BILL 23-090 SECTION 3. In Colorado Revised Statutes, 4-1-301, add (c)(9) as
107-follows:
108-4-1-301. Territorial applicability - parties' power to choose
109-applicable law. (c) If one of the following provisions of the "Uniform
110-Commercial Code" specifies the applicable law, that provision governs and
111-a contrary agreement is effective only to the extent permitted by the law so
112-specified:
153+7
154+5, 6,
155+ AND 12 of this title
156+ TITLE 4, a person gives value for rights if the8
157+person acquires them:9
158+SECTION 3. In Colorado Revised Statutes, 4-1-301, add (c)(9)10
159+as follows:11
160+4-1-301. Territorial applicability - parties' power to choose12
161+applicable law. (c) If one of the following provisions of the "Uniform13
162+Commercial Code" specifies the applicable law, that provision governs14
163+and a contrary agreement is effective only to the extent permitted by the15
164+law so specified:16
113165 (9) S
114-ECTION 4-12-107.
115-SECTION 4. In Colorado Revised Statutes, amend 4-1-306 as
116-follows:
117-4-1-306. Waiver or renunciation of claim or right after breach.
118-A claim or right arising out of an alleged breach may be discharged in
119-whole or in part without consideration by agreement of the aggrieved party
120-in an authenticated
121- A SIGNED record.
122-SECTION 5. In Colorado Revised Statutes, amend 4-2-102 as
123-follows:
124-4-2-102. Scope - certain security and other transactions excluded
125-from this article. (1) Unless the context otherwise requires, this article
126-applies to transactions in goods; it does not apply to: UNLESS THE CONTEXT
127-OTHERWISE REQUIRES
128-, AND EXCEPT AS PROVIDED IN SUBSECTION (3) OF THIS
129-SECTION
130-, THIS ARTICLE 2 APPLIES TO TRANSACTIONS IN GOODS AND, IN THE
131-CASE OF A HYBRID TRANSACTION
132-, IT APPLIES TO THE EXTENT PROVIDED IN
133-SUBSECTION
134-(2) OF THIS SECTION.
135-(a) Any transaction which, although in the form of an unconditional
136-contract to sell or present sale, is intended to operate only as a security
137-transaction, nor does this article impair or repeal any statute regulating sales
138-to consumers, farmers, or other specified classes of buyers; and
139-(b) The donation, whether for or without valuable consideration,
140-acquisition, preparation, transplantation, injection, or transfusion of any
141-human tissue, organ, or blood or component thereof for or to a human
142-being.
143-PAGE 4-SENATE BILL 23-090 (2) IN A HYBRID TRANSACTION:
166+ECTION 4-12-107.17
167+SECTION 4. In Colorado Revised Statutes, amend 4-1-306 as18
168+follows:19
169+4-1-306. Waiver or renunciation of claim or right after breach.20
170+A claim or right arising out of an alleged breach may be discharged in21
171+whole or in part without consideration by agreement of the aggrieved22
172+party in an authenticated
173+ A SIGNED record.23
174+SECTION 5. In Colorado Revised Statutes, amend 4-2-102 as24
175+follows:25
176+4-2-102. Scope - certain security and other transactions26
177+excluded from this article. (1) Unless the context otherwise requires,27
178+090
179+-5- this article applies to transactions in goods; it does not apply to: UNLESS1
180+THE CONTEXT OTHERWISE REQUIRES , AND EXCEPT AS PROVIDED IN2
181+SUBSECTION (3) OF THIS SECTION, THIS ARTICLE 2 APPLIES TO3
182+TRANSACTIONS IN GOODS AND , IN THE CASE OF A HYBRID TRANSACTION,4
183+IT APPLIES TO THE EXTENT PROVIDED IN SUBSECTION (2) OF THIS SECTION.5
184+(a) Any transaction which, although in the form of an6
185+unconditional contract to sell or present sale, is intended to operate only7
186+as a security transaction, nor does this article impair or repeal any statute8
187+regulating sales to consumers, farmers, or other specified classes of9
188+buyers; and10
189+(b) The donation, whether for or without valuable consideration,11
190+acquisition, preparation, transplantation, injection, or transfusion of any12
191+human tissue, organ, or blood or component thereof for or to a human13
192+being.14
193+(2) I
194+N A HYBRID TRANSACTION:15
144195 (a) I
145-F THE SALE-OF-GOODS ASPECTS DO NOT PREDOMINATE , ONLY
146-THE PROVISIONS OF THIS ARTICLE
147-2 WHICH RELATE PRIMARILY TO THE
148-SALE
149--OF-GOODS ASPECTS OF THE TRANSACTION APPLY , AND THE PROVISIONS
150-THAT RELATE PRIMARILY TO THE TRANSACTION AS A WHOLE DO NOT APPLY
151-.
196+F THE SALE-OF-GOODS ASPECTS DO NOT PREDOMINATE , ONLY16
197+THE PROVISIONS OF THIS ARTICLE 2 WHICH RELATE PRIMARILY TO THE17
198+SALE-OF-GOODS ASPECTS OF THE TRANSACTION APPLY , AND THE18
199+PROVISIONS THAT RELATE PRIMARILY TO THE TRANSACTION AS A WHOLE19
200+DO NOT APPLY.20
152201 (b) I
153-F THE SALE-OF-GOODS ASPECTS PREDOMINATE , THIS ARTICLE 2
154-APPLIES TO THE TRANSACTION BUT DOES NOT PRECLUDE APPLICATION IN
155-APPROPRIATE CIRCUMSTANCES OF OTHER LAW TO ASPECTS OF THE
156-TRANSACTION WHICH DO NOT RELATE TO THE SALE OF GOODS
157-.
202+F THE SALE-OF-GOODS ASPECTS PREDOMINATE , THIS ARTICLE21
203+2
204+ APPLIES TO THE TRANSACTION BUT DOES NOT PRECLUDE APPLICATION IN22
205+APPROPRIATE CIRCUMSTANCES OF OTHER LAW TO ASPECTS OF THE23
206+TRANSACTION WHICH DO NOT RELATE TO THE SALE OF GOODS .24
158207 (3) T
159-HIS ARTICLE 2 DOES NOT:
208+HIS ARTICLE 2 DOES NOT:25
160209 (a) A
161-PPLY TO A TRANSACTION THAT, EVEN THOUGH IN THE FORM OF
162-AN UNCONDITIONAL CONTRACT TO SELL OR PRESENT SALE
163-, OPERATES ONLY
164-TO CREATE A SECURITY INTEREST
165-; OR
166-(b) IMPAIR OR REPEAL A STATUTE REGULATING SALES TO
167-CONSUMERS
168-, FARMERS, OR OTHER SPECIFIED CLASSES OF BUYERS.
169-SECTION 6. In Colorado Revised Statutes, 4-2-106, add (5) as
170-follows:
171-4-2-106. Definitions: "contract" - "agreement" - "contract for
172-sale" - "sale" - "present sale" - "conforming" to contract -
210+PPLY TO A TRANSACTION THAT, EVEN THOUGH IN THE FORM26
211+OF AN UNCONDITIONAL CONTRACT TO SELL OR PRESENT SALE , OPERATES27
212+090
213+-6- ONLY TO CREATE A SECURITY INTEREST ; OR1
214+(b) I
215+MPAIR OR REPEAL A STATUTE REGULATING SALES TO2
216+CONSUMERS, FARMERS, OR OTHER SPECIFIED CLASSES OF BUYERS.3
217+SECTION 6. In Colorado Revised Statutes, 4-2-106, add (5) as4
218+follows:5
219+4-2-106. Definitions: "contract" - "agreement" - "contract for6
220+sale" - "sale" - "present sale" - "conforming" to contract -7
173221 "termination" - "cancellation" - "hybrid transaction". (5) "H
174-YBRID
175-TRANSACTION
176-" MEANS A SINGLE TRANSACTION INVOLVING A SALE OF GOODS
177-AND
178-:
222+YBRID8
223+TRANSACTION" MEANS A SINGLE TRANSACTION INVOLVING A SALE OF9
224+GOODS AND:10
179225 (a) T
180-HE PROVISION OF SERVICES;
226+HE PROVISION OF SERVICES;11
181227 (b) A
182- LEASE OF OTHER GOODS; OR
183-(c) A SALE, LEASE, OR LICENSE OF PROPERTY OTHER THAN GOODS .
184-SECTION 7. In Colorado Revised Statutes, 4-2-201, amend (1)
185-and (2) as follows:
186-4-2-201. Formal requirements - statute of frauds. (1) Except as
187-PAGE 5-SENATE BILL 23-090 otherwise provided in this section, a contract for the sale of goods for the
188-price of five hundred dollars or more is not enforceable by way of action or
189-defense unless there is some writing
190- A RECORD sufficient to indicate that a
191-contract for sale has been made between the parties and signed by the party
192-against whom enforcement is sought or by his
193- THE PARTY'S authorized agent
194-or broker. A writing RECORD is not insufficient because it omits or
195-incorrectly states a term agreed upon, but the contract is not enforceable
196-under this paragraph
197- SUBSECTION (1) beyond the quantity of goods shown
198-in such writing THE RECORD.
199-(2) Between merchants, if within a reasonable time a writing
200-RECORD in confirmation of the contract and sufficient against the sender is
201-received and the party receiving it has reason to know its contents, it
202-satisfies the requirements of subsection (1) of this section against such
203- THE
204-party unless written notice IN A RECORD of objection to its contents is given
205-within ten days after it is received.
206-SECTION 8. In Colorado Revised Statutes, 4-2-202, amend the
207-introductory portion and (b) as follows:
208-4-2-202. Final expression - parol or extrinsic evidence. Terms
209-with respect to which the confirmatory memoranda of the parties agree or
210-which are otherwise set forth in a writing
211- RECORD intended by the parties
212-as a final expression of their agreement with respect to such terms as are
213-included therein may not be contradicted by evidence of any prior
214-agreement or of a contemporaneous oral agreement but may be explained
215-or supplemented:
216-(b) By evidence of consistent additional terms unless the court finds
217-the writing
218- RECORD to have been intended also as a complete and exclusive
219-statement of the terms of the agreement.
220-SECTION 9. In Colorado Revised Statutes, amend 4-2-203 as
221-follows:
222-4-2-203. Seals inoperative. The affixing of a seal to a writing
223-RECORD evidencing a contract for sale or an offer to buy or sell goods does
224-not constitute the writing RECORDING OF a sealed instrument, and the law
225-with respect to sealed instruments does not apply to such a contract or offer.
226-PAGE 6-SENATE BILL 23-090 SECTION 10. In Colorado Revised Statutes, amend 4-2-205 as
227-follows:
228-4-2-205. Firm offers. An offer by a merchant to buy or sell goods
229-in a signed writing RECORD which by its terms gives assurance that it will
230-be held open is not revocable, for lack of consideration, during the time
231-stated or, if no time is stated, for a reasonable time, but in no event may
232-such period of irrevocability exceed three months; but any such term of
233-assurance on a form supplied by the offeree must be separately signed by
234-the offeror.
235-SECTION 11. In Colorado Revised Statutes, 4-2-209, amend (2)
236-as follows:
237-4-2-209. Modification, rescission, and waiver. (2) A signed
238-agreement which excludes modification or rescission except by a signed
228+ LEASE OF OTHER GOODS; OR12
229+(c) A
230+ SALE, LEASE, OR LICENSE OF PROPERTY OTHER THAN GOODS .13
231+SECTION 7. In Colorado Revised Statutes, 4-2-201, amend (1)14
232+and (2) as follows:15
233+4-2-201. Formal requirements - statute of frauds. (1) Except16
234+as otherwise provided in this section, a contract for the sale of goods for17
235+the price of five hundred dollars or more is not enforceable by way of18
236+action or defense unless there is some writing
237+ A RECORD sufficient to19
238+indicate that a contract for sale has been made between the parties and20
239+signed by the party against whom enforcement is sought or by his THE21
240+PARTY'S authorized agent or broker. A writing RECORD is not insufficient22
241+because it omits or incorrectly states a term agreed upon, but the contract23
242+is not enforceable under this paragraph SUBSECTION (1) beyond the24
243+quantity of goods shown in such writing THE RECORD.25
244+(2) Between merchants, if within a reasonable time a writing26
245+RECORD in confirmation of the contract and sufficient against the sender27
246+090
247+-7- is received and the party receiving it has reason to know its contents, it1
248+satisfies the requirements of subsection (1) of this section against such2
249+THE party unless written notice IN A RECORD of objection to its contents3
250+is given within ten days after it is received.4
251+SECTION 8. In Colorado Revised Statutes, 4-2-202, amend the5
252+introductory portion and (b) as follows:6
253+4-2-202. Final expression - parol or extrinsic evidence. Terms7
254+with respect to which the confirmatory memoranda of the parties agree or8
255+which are otherwise set forth in a writing RECORD intended by the parties9
256+as a final expression of their agreement with respect to such terms as are10
257+included therein may not be contradicted by evidence of any prior11
258+agreement or of a contemporaneous oral agreement but may be explained12
259+or supplemented:13
260+(b) By evidence of consistent additional terms unless the court14
261+finds the writing RECORD to have been intended also as a complete and15
262+exclusive statement of the terms of the agreement.16
263+SECTION 9. In Colorado Revised Statutes, amend 4-2-203 as17
264+follows:18
265+4-2-203. Seals inoperative. The affixing of a seal to a writing19
266+RECORD evidencing a contract for sale or an offer to buy or sell goods20
267+does not constitute the writing RECORDING OF a sealed instrument, and the21
268+law with respect to sealed instruments does not apply to such a contract22
269+or offer.23
270+SECTION 10. In Colorado Revised Statutes, amend 4-2-205 as24
271+follows:25
272+4-2-205. Firm offers. An offer by a merchant to buy or sell goods26
273+in a signed writing RECORD which by its terms gives assurance that it will27
274+090
275+-8- be held open is not revocable, for lack of consideration, during the time1
276+stated or, if no time is stated, for a reasonable time, but in no event may2
277+such period of irrevocability exceed three months; but any such term of3
278+assurance on a form supplied by the offeree must be separately signed by4
279+the offeror.5
280+SECTION 11. In Colorado Revised Statutes, 4-2-209, amend (2)6
281+as follows:7
282+4-2-209. Modification, rescission, and waiver. (2) A signed8
283+agreement which excludes modification or rescission except by a signed9
239284 writing
240-OR OTHER SIGNED RECORD cannot be otherwise modified or
241-rescinded, but except as between merchants such a requirement on a form
242-supplied by the merchant must be separately signed by the other party.
243-SECTION 12. In Colorado Revised Statutes, amend 4-2.5-102 as
244-follows:
245-4-2.5-102. Scope. (1) This article ARTICLE 2.5 applies to any
285+OR OTHER SIGNED RECORD cannot be otherwise modified or10
286+rescinded, but except as between merchants such a requirement on a form11
287+supplied by the merchant must be separately signed by the other party.12
288+SECTION 12. In Colorado Revised Statutes, amend 4-2.5-10213
289+as follows:14
290+4-2.5-102. Scope. (1) This article
291+ ARTICLE 2.5 applies to any15
246292 transaction, regardless of form, that creates a lease,
247-AND, IN THE CASE OF A
248-HYBRID LEASE
249-, THIS ARTICLE 2.5 APPLIES TO THE EXTENT PROVIDED IN
250-SUBSECTION
251-(2) OF THIS SECTION.
293+AND, IN THE CASE OF16
294+A HYBRID LEASE, THIS ARTICLE 2.5 APPLIES TO THE EXTENT PROVIDED IN17
295+SUBSECTION (2) OF THIS SECTION.18
252296 (2) I
253-N A HYBRID LEASE:
297+N A HYBRID LEASE:19
254298 (a) I
255-F THE LEASE-OF-GOODS ASPECTS DO NOT PREDOMINATE :
299+F THE LEASE-OF-GOODS ASPECTS DO NOT PREDOMINATE :20
256300 (i) O
257-NLY THE PROVISIONS OF THIS ARTICLE 2.5 WHICH RELATE
258-PRIMARILY TO THE LEASE
259--OF-GOODS ASPECTS OF THE TRANSACTION APPLY ,
260-AND THE PROVISIONS THAT RELATE PRIMARILY TO THE TRANSACTION AS A
261-WHOLE DO NOT APPLY
262-;
301+NLY THE PROVISIONS OF THIS ARTICLE 2.5 WHICH RELATE21
302+PRIMARILY TO THE LEASE -OF-GOODS ASPECTS OF THE TRANSACTION22
303+APPLY, AND THE PROVISIONS THAT RELATE PRIMARILY TO THE23
304+TRANSACTION AS A WHOLE DO NOT APPLY ;24
263305 (ii) S
264-ECTION 4-2.5-209 APPLIES IF THE LEASE IS A FINANCE LEASE;
265-AND
266-PAGE 7-SENATE BILL 23-090 (iii) SECTION 4-2.5-407 APPLIES TO THE PROMISES OF THE LESSEE IN
267-A FINANCE LEASE TO THE EXTENT THE PROMISES ARE CONSIDERATION FOR
268-THE RIGHT TO POSSESSION AND USE OF THE LEASED GOODS
269-; AND
270-(b) IF THE LEASE-OF-GOODS ASPECTS PREDOMINATE , THIS ARTICLE
271-2.5 APPLIES TO THE TRANSACTION BUT DOES NOT PRECLUDE APPLICATION IN
272-APPROPRIATE CIRCUMSTANCES OF OTHER LAW TO ASPECTS OF THE LEASE
273-WHICH DO NOT RELATE TO THE LEASE OF GOODS
274-.
275-SECTION 13. In Colorado Revised Statutes, 4-2.5-103, amend (1)
276-introductory portion; and add (1)(h.5) as follows:
277-4-2.5-103. Definitions and index of definitions. (1) In this article
278-ARTICLE 2.5, unless the context otherwise requires:
306+ECTION 4-2.5-209 APPLIES IF THE LEASE IS A FINANCE LEASE;25
307+AND26
308+(iii) S
309+ECTION 4-2.5-407 APPLIES TO THE PROMISES OF THE LESSEE27
310+090
311+-9- IN A FINANCE LEASE TO THE EXTENT THE PROMISES ARE CONSIDERATION1
312+FOR THE RIGHT TO POSSESSION AND USE OF THE LEASED GOODS ; AND2
313+(b) I
314+F THE LEASE-OF-GOODS ASPECTS PREDOMINATE , THIS ARTICLE3
315+2.5
316+ APPLIES TO THE TRANSACTION BUT DOES NOT PRECLUDE APPLICATION4
317+IN APPROPRIATE CIRCUMSTANCES OF OTHER LAW TO ASPECTS OF THE5
318+LEASE WHICH DO NOT RELATE TO THE LEASE OF GOODS .6
319+SECTION 13. In Colorado Revised Statutes, 4-2.5-103, amend7
320+(1) introductory portion; and add (1)(h.5) as follows:8
321+4-2.5-103. Definitions and index of definitions. (1) In this9
322+article
323+ ARTICLE 2.5, unless the context otherwise requires:10
279324 (h.5) "H
280-YBRID LEASE" MEANS A SINGLE TRANSACTION INVOLVING A
281-LEASE OF GOODS AND
282-:
325+YBRID LEASE" MEANS A SINGLE TRANSACTION INVOLVING11
326+A LEASE OF GOODS AND:12
283327 (i) T
284-HE PROVISION OF SERVICES;
328+HE PROVISION OF SERVICES;13
285329 (ii) A
286- SALE OF OTHER GOODS; OR
287-(iii) A SALE, LEASE, OR LICENSE OF PROPERTY OTHER THAN GOODS .
288-SECTION 14. In Colorado Revised Statutes, amend 4-2.5-107 as
289-follows:
290-4-2.5-107. Waiver or renunciation of claim or right after default.
291-Any claim or right arising out of an alleged default or breach of warranty
292-may be discharged in whole or in part without consideration by a written
293-waiver or renunciation IN A signed and RECORD delivered by the aggrieved
294-party.
295-SECTION 15. In Colorado Revised Statutes, 4-2.5-201, amend
296-(1)(b), (3), and (5)(a) as follows:
297-4-2.5-201. Statute of frauds. (1) A lease contract is not enforceable
298-by way of action or defense unless:
299-(b) There is a writing RECORD, signed by the party against whom
300-PAGE 8-SENATE BILL 23-090 enforcement is sought or by that party's authorized agent, sufficient to
301-indicate that a lease contract has been made between the parties and to
302-describe the goods leased and the lease term.
303-(3) A writing
304- RECORD is not insufficient because it omits or
305-incorrectly states a term agreed upon, but the lease contract is not
306-enforceable under subsection (1)(b) of this section beyond the lease term
307-and the quantity of goods shown in the writing
308- RECORD.
309-(5) The lease term under a lease contract referred to in subsection
310-(4) of this section is:
311-(a) If there is a writing RECORD signed by the party against whom
312-enforcement is sought or by that party's authorized agent specifying the
313-lease term, the term so specified;
314-SECTION 16. In Colorado Revised Statutes, 4-2.5-202, amend (1)
315-introductory portion and (1)(b) as follows:
316-4-2.5-202. Final written expression: Parol or extrinsic evidence.
317-(1) Terms with respect to which the confirmatory memoranda of the parties
318-agree or which are otherwise set forth in a writing
319- RECORD intended by the
320-parties as a final expression of their agreement with respect to such terms
321-as are included therein may not be contradicted by evidence of any prior
322-agreement or of a contemporaneous oral agreement but may be explained
323-or supplemented:
324-(b) By evidence of consistent additional terms unless the court finds
325-the writing
326- RECORD to have been intended also as a complete and exclusive
327-statement of the terms of the agreement.
328-SECTION 17. In Colorado Revised Statutes, amend 4-2.5-203 as
329-follows:
330-4-2.5-203. Seals inoperative. The affixing of a seal to a writing
331-RECORD evidencing a lease contract or an offer to enter into a lease contract
332-does not render the writing RECORD a sealed instrument and the law with
333-respect to sealed instruments does not apply to the lease contract or offer.
334-SECTION 18. In Colorado Revised Statutes, amend 4-2.5-205 as
335-PAGE 9-SENATE BILL 23-090 follows:
336-4-2.5-205. Firm offers. An offer by a merchant to lease goods to or
337-from another person in a signed writing RECORD that by its terms gives
338-assurance it will be held open is not revocable, for lack of consideration,
339-during the time stated or, if no time is stated, for a reasonable time, but in
340-no event may the period of irrevocability exceed three months. Any such
341-term of assurance on a form supplied by the offeree must be separately
342-signed by the offeror.
343-SECTION 19. In Colorado Revised Statutes, 4-2.5-208, amend (2)
344-as follows:
345-4-2.5-208. Modification, rescission, and waiver. (2) A signed
346-lease agreement that excludes modification or rescission except by a signed
347-writing
348- RECORD may not be otherwise modified or rescinded, but, except as
349-between merchants, such a requirement on a form supplied by a merchant
350-must be separately signed by the other party.
351-SECTION 20. In Colorado Revised Statutes, 4-3-104, amend (a)(3)
352-as follows:
353-4-3-104. Negotiable instrument. (a) Except as provided in
354-subsections (c) and (d) of this section, "negotiable instrument" means an
355-unconditional promise or order to pay a fixed amount of money, with or
356-without interest or other charges described in the promise or order, if it:
357-(3) Does not state any other undertaking or instruction by the person
358-promising or ordering payment to do any act in addition to the payment of
359-money, but the promise or order may contain: (i) an undertaking or power
360-to give, maintain, or protect collateral to secure payment; (ii) an
361-authorization or power to the holder to confess judgment or realize on or
362-dispose of collateral; or
363- (iii) a waiver of the benefit of any law intended for
364-the advantage or protection of an obligor; (iv)
365-A TERM THAT SPECIFIES THE
366-LAW THAT GOVERNS THE PROMISE OR ORDER
367-; OR (v) AN UNDERTAKING TO
368-RESOLVE IN A SPECIFIED FORUM A DISPUTE CONCERNING THE PROMISE OR
369-ORDER
370-.
371-SECTION 21. In Colorado Revised Statutes, 4-3-105, amend (a)
372-as follows:
373-PAGE 10-SENATE BILL 23-090 4-3-105. Issue of instrument. (a) "Issue" means:
374-(1) The first delivery of an instrument by the maker or drawer,
375-whether to a holder or nonholder, for the purpose of giving rights on the
330+ SALE OF OTHER GOODS; OR14
331+(iii) A
332+ SALE, LEASE, OR LICENSE OF PROPERTY OTHER THAN GOODS.15
333+SECTION 14. In Colorado Revised Statutes, amend 4-2.5-10716
334+as follows:17
335+4-2.5-107. Waiver or renunciation of claim or right after18
336+default. Any claim or right arising out of an alleged default or breach of19
337+warranty may be discharged in whole or in part without consideration by20
338+a written
339+ waiver or renunciation IN A signed and RECORD delivered by the21
340+aggrieved party.22
341+SECTION 15. In Colorado Revised Statutes, 4-2.5-201, amend23
342+(1)(b), (3), and (5)(a) as follows:24
343+4-2.5-201. Statute of frauds. (1) A lease contract is not25
344+enforceable by way of action or defense unless:26
345+(b) There is a writing RECORD, signed by the party against whom27
346+090
347+-10- enforcement is sought or by that party's authorized agent, sufficient to1
348+indicate that a lease contract has been made between the parties and to2
349+describe the goods leased and the lease term.3
350+(3) A writing RECORD is not insufficient because it omits or4
351+incorrectly states a term agreed upon, but the lease contract is not5
352+enforceable under subsection (1)(b) of this section beyond the lease term6
353+and the quantity of goods shown in the writing RECORD.7
354+(5) The lease term under a lease contract referred to in subsection8
355+(4) of this section is:9
356+(a) If there is a writing RECORD signed by the party against whom10
357+enforcement is sought or by that party's authorized agent specifying the11
358+lease term, the term so specified;12
359+SECTION 16. In Colorado Revised Statutes, 4-2.5-202, amend13
360+(1) introductory portion and (1)(b) as follows:14
361+4-2.5-202. Final written expression: Parol or extrinsic15
362+evidence. (1) Terms with respect to which the confirmatory memoranda16
363+of the parties agree or which are otherwise set forth in a writing RECORD17
364+intended by the parties as a final expression of their agreement with18
365+respect to such terms as are included therein may not be contradicted by19
366+evidence of any prior agreement or of a contemporaneous oral agreement20
367+but may be explained or supplemented:21
368+(b) By evidence of consistent additional terms unless the court22
369+finds the writing RECORD to have been intended also as a complete and23
370+exclusive statement of the terms of the agreement.24
371+SECTION 17. In Colorado Revised Statutes, amend 4-2.5-20325
372+as follows:26
373+4-2.5-203. Seals inoperative. The affixing of a seal to a writing27
374+090
375+-11- RECORD evidencing a lease contract or an offer to enter into a lease1
376+contract does not render the writing RECORD a sealed instrument and the2
377+law with respect to sealed instruments does not apply to the lease contract3
378+or offer.4
379+SECTION 18. In Colorado Revised Statutes, amend 4-2.5-2055
380+as follows:6
381+4-2.5-205. Firm offers. An offer by a merchant to lease goods to7
382+or from another person in a signed writing RECORD that by its terms gives8
383+assurance it will be held open is not revocable, for lack of consideration,9
384+during the time stated or, if no time is stated, for a reasonable time, but in10
385+no event may the period of irrevocability exceed three months. Any such11
386+term of assurance on a form supplied by the offeree must be separately12
387+signed by the offeror.13
388+SECTION 19. In Colorado Revised Statutes, 4-2.5-208, amend14
389+(2) as follows:15
390+4-2.5-208. Modification, rescission, and waiver. (2) A signed16
391+lease agreement that excludes modification or rescission except by a17
392+signed writing RECORD may not be otherwise modified or rescinded, but,18
393+except as between merchants, such a requirement on a form supplied by19
394+a merchant must be separately signed by the other party.20
395+SECTION 20. In Colorado Revised Statutes, 4-3-104, amend21
396+(a)(3) as follows:22
397+4-3-104. Negotiable instrument. (a) Except as provided in23
398+subsections (c) and (d) of this section, "negotiable instrument" means an24
399+unconditional promise or order to pay a fixed amount of money, with or25
400+without interest or other charges described in the promise or order, if it:26
401+(3) Does not state any other undertaking or instruction by the27
402+090
403+-12- person promising or ordering payment to do any act in addition to the1
404+payment of money, but the promise or order may contain: (i) an2
405+undertaking or power to give, maintain, or protect collateral to secure3
406+payment; (ii) an authorization or power to the holder to confess judgment4
407+or realize on or dispose of collateral; or (iii) a waiver of the benefit of any5
408+law intended for the advantage or protection of an obligor; (iv)
409+A TERM6
410+THAT SPECIFIES THE LAW THAT GOVERNS THE PROMISE OR ORDER ; OR (v)7
411+AN UNDERTAKING TO RESOLVE IN A SPECIFIED FORUM A DISPUTE8
412+CONCERNING THE PROMISE OR ORDER .9
413+SECTION 21. In Colorado Revised Statutes, 4-3-105, amend (a)10
414+as follows:11
415+4-3-105. Issue of instrument. (a) "Issue" means:12
416+(1) The first delivery of an instrument by the maker or drawer,13
417+whether to a holder or nonholder, for the purpose of giving rights on the14
376418 instrument to any person;
377-OR
378-(2) IF AGREED BY THE PAYEE, THE FIRST TRANSMISSION BY THE
379-DRAWER TO THE PAYEE OF AN IMAGE OF AN ITEM AND INFORMATION
380-DERIVED FROM THE ITEM THAT ENABLES THE DEPOSITARY BANK TO COLLECT
381-THE ITEM BY TRANSFERRING OR PRESENTING UNDER FEDERAL LAW AN
382-ELECTRONIC CHECK
383-.
384-SECTION 22. In Colorado Revised Statutes, amend 4-3-401 as
385-follows:
386-4-3-401. Signature necessary for liability on instrument. (a) A
387-person is not liable on an instrument unless (i) the person signed the
388-instrument or (ii) the person is represented by an agent or representative
389-who signed the instrument and the signature is binding on the represented
390-person under section 4-3-402.
391-(b) A signature may be made (i) manually or by means of a device
392-or machine, and (ii) by the use of any name, including a trade or assumed
393-name, or by a word, mark, or symbol executed or adopted by a person with
394-present intention to authenticate a writing.
395-SECTION 23. In Colorado Revised Statutes, 4-3-604, amend (a)
396-as follows:
397-4-3-604. Discharge by cancellation or renunciation. (a) A person
398-entitled to enforce an instrument, with or without consideration, may
399-discharge the obligation of a party to pay the instrument (i) by an intentional
400-voluntary act, such as surrender of the instrument to the party, destruction,
401-mutilation, or cancellation of the instrument, cancellation or striking out of
402-the party's signature, or the addition of words to the instrument indicating
403-discharge or (ii) by agreeing not to sue or otherwise renouncing rights
404-against the party by a signed writing
405- RECORD. THE OBLIGATION OF A PARTY
406-TO PAY A CHECK IS NOT DISCHARGED SOLELY BY DESTRUCTION OF THE
407-CHECK IN CONNECTION WITH A PROCESS IN WHICH INFORMATION IS
408-EXTRACTED FROM THE CHECK AND AN IMAGE OF THE CHECK IS MADE AND
409-,
410-PAGE 11-SENATE BILL 23-090 SUBSEQUENTLY, THE INFORMATION AND IMAGE ARE TRANSMITTED FOR
411-PAYMENT
412-.
413-SECTION 24. In Colorado Revised Statutes, 4-4.5-103, amend (a)
414-introductory portion and (a)(1) introductory portion as follows:
415-4-4.5-103. Payment order - definitions. (a) In this article
416- ARTICLE
417-4.5:
418-(1) "Payment order" means an instruction of a sender to a receiving
419-bank, transmitted orally electronically, or in writing OR IN A RECORD, to pay,
420-or to cause another bank to pay, a fixed or determinable amount of money
421-to a beneficiary if:
422-SECTION 25. In Colorado Revised Statutes, amend 4-4.5-201 as
423-follows:
424-4-4.5-201. Security procedure. "Security procedure" means a
425-procedure established by agreement of a customer and a receiving bank for
426-the purpose of (i) verifying that a payment order or communication
427-amending or cancelling a payment order is that of the customer or (ii)
428-detecting error in the transmission or the content of the payment order or
419+OR15
420+(2) I
421+F AGREED BY THE PAYEE, THE FIRST TRANSMISSION BY THE16
422+DRAWER TO THE PAYEE OF AN IMAGE OF AN ITEM AND INFORMATION17
423+DERIVED FROM THE ITEM THAT ENABLES THE DEPOSITARY BANK TO18
424+COLLECT THE ITEM BY TRANSFERRING OR PRESENTING UNDER FEDERAL19
425+LAW AN ELECTRONIC CHECK .20
426+SECTION 22. In Colorado Revised Statutes, amend 4-3-401 as21
427+follows:22
428+4-3-401. Signature necessary for liability on instrument. (a)
429+ A23
430+person is not liable on an instrument unless (i) the person signed the24
431+instrument or (ii) the person is represented by an agent or representative25
432+who signed the instrument and the signature is binding on the represented26
433+person under section 4-3-402.27
434+090
435+-13- (b) A signature may be made (i) manually or by means of a device1
436+or machine, and (ii) by the use of any name, including a trade or assumed2
437+name, or by a word, mark, or symbol executed or adopted by a person3
438+with present intention to authenticate a writing.4
439+SECTION 23. In Colorado Revised Statutes, 4-3-604, amend (a)5
440+as follows:6
441+4-3-604. Discharge by cancellation or renunciation. (a) A7
442+person entitled to enforce an instrument, with or without consideration,8
443+may discharge the obligation of a party to pay the instrument (i) by an9
444+intentional voluntary act, such as surrender of the instrument to the party,10
445+destruction, mutilation, or cancellation of the instrument, cancellation or11
446+striking out of the party's signature, or the addition of words to the12
447+instrument indicating discharge or (ii) by agreeing not to sue or otherwise13
448+renouncing rights against the party by a signed writing RECORD. THE14
449+OBLIGATION OF A PARTY TO PAY A CHECK IS NOT DISCHARGED SOLELY BY15
450+DESTRUCTION OF THE CHECK IN CONNECTION WITH A PROCESS IN WHICH16
451+INFORMATION IS EXTRACTED FROM THE CHECK AND AN IMAGE OF THE17
452+CHECK IS MADE AND, SUBSEQUENTLY, THE INFORMATION AND IMAGE ARE18
453+TRANSMITTED FOR PAYMENT .19
454+SECTION 24. In Colorado Revised Statutes, 4-4.5-103, amend20
455+(a) introductory portion and (a)(1) introductory portion as follows:21
456+4-4.5-103. Payment order - definitions. (a) In this article22
457+ARTICLE 4.5:23
458+(1) "Payment order" means an instruction of a sender to a24
459+receiving bank, transmitted orally electronically, or in writing OR IN A25
460+RECORD, to pay, or to cause another bank to pay, a fixed or determinable26
461+amount of money to a beneficiary if:27
462+090
463+-14- SECTION 25. In Colorado Revised Statutes, amend 4-4.5-2011
464+as follows:2
465+4-4.5-201. Security procedure. "Security procedure" means a3
466+procedure established by agreement of a customer and a receiving bank4
467+for the purpose of (i) verifying that a payment order or communication5
468+amending or cancelling a payment order is that of the customer or (ii)6
469+detecting error in the transmission or the content of the payment order or7
429470 communication. A security procedure
430-MAY IMPOSE AN OBLIGATION ON THE
431-RECEIVING BANK OR THE CUSTOMER AND
432- may require the use of algorithms
433-or other codes, identifying words, or
434- numbers, SYMBOLS, SOUNDS,
435-BIOMETRICS, encryption, callback procedures, or similar security devices.
436-Comparison of a signature on a payment order or communication with an
437-authorized specimen signature of the customer
438-OR REQUIRING A PAYMENT
439-ORDER TO BE SENT FROM A KNOWN E
440--MAIL ADDRESS, IP ADDRESS, OR
441-TELEPHONE NUMBER
442- is not by itself a security procedure.
443-SECTION 26. In Colorado Revised Statutes, 4-4.5-202, amend (b)
444-and (c) as follows:
445-4-4.5-202. Authorized and verified payment orders. (b) If a bank
446-and its customer have agreed that the authenticity of payment orders issued
447-to the bank in the name of the customer as sender will be verified pursuant
448-to a security procedure, a payment order received by the receiving bank is
449-effective as the order of the customer, whether or not authorized, if (i) the
450-security procedure is a commercially reasonable method of providing
451-PAGE 12-SENATE BILL 23-090 security against unauthorized payment orders and (ii) the bank proves that
452-it accepted the payment order in good faith and in compliance with
453-THE
454-BANK
455-'S OBLIGATIONS UNDER the security procedure and any written
456-agreement or instruction of the customer, EVIDENCED BY A RECORD ,
457-restricting acceptance of payment orders issued in the name of the customer.
458-The bank is not required to follow an instruction that violates a written
459- AN
460-agreement with the customer, EVIDENCED BY A RECORD, or notice of which
461-is not received at a time and in a manner affording the bank a reasonable
462-opportunity to act on it before the payment order is accepted.
463-(c) Commercial reasonableness of a security procedure is a question
464-of law to be determined by considering the wishes of the customer
465-expressed to the bank; the circumstances of the customer known to the
466-bank, including the size, type, and frequency of payment orders normally
467-issued by the customer to the bank; alternative security procedures offered
468-to the customer; and security procedures in general use by customers and
469-receiving banks similarly situated. A security procedure is deemed to be
470-commercially reasonable if (i) the security procedure was chosen by the
471-customer after the bank offered, and the customer refused, a security
472-procedure that was commercially reasonable for that customer and (ii) the
473-customer expressly agreed in writing
474- A RECORD to be bound by any payment
475-order, whether or not authorized, issued in its name and accepted by the
476-bank in compliance with
477-THE BANK'S OBLIGATIONS UNDER the security
478-procedure chosen by the customer.
479-SECTION 27. In Colorado Revised Statutes, 4-4.5-203, amend
480-(a)(1) as follows:
481-4-4.5-203. Unenforceability of certain verified payment orders.
482-(a) If an accepted payment order is not, under section 4-4.5-202 (a), an
483-authorized order of a customer identified as sender, but is effective as an
484-order of the customer pursuant to section 4-4.5-202 (b), the following rules
485-apply:
486-(1) By express written
487- agreement EVIDENCED BY A RECORD , the
488-receiving bank may limit the extent to which it is entitled to enforce or
489-retain payment of the payment order.
490-SECTION 28. In Colorado Revised Statutes, 4-4.5-207, amend
491-(c)(2) as follows:
492-PAGE 13-SENATE BILL 23-090 4-4.5-207. Misdescription of beneficiary. (c) If (i) a payment
493-order described in subsection (b) of this section is accepted, (ii) the
494-originator's payment order described the beneficiary inconsistently by name
495-and number, and (iii) the beneficiary's bank pays the person identified by
496-number as permitted by subsection (b)(1) of this section, the following rules
497-apply:
498-(2) If the originator is not a bank and proves that the person
499-identified by number was not entitled to receive payment from the
500-originator, the originator is not obliged to pay its order unless the
501-originator's bank proves that the originator, before acceptance of the
502-originator's order, had notice that payment of a payment order issued by the
503-originator might be made by the beneficiary's bank on the basis of an
504-identifying or bank account number even if it identifies a person different
505-from the named beneficiary. Proof of notice may be made by any admissible
506-evidence. The originator's bank satisfies the burden of proof if it proves that
507-the originator, before the payment order was accepted, signed a writing
508-RECORD stating the information to which the notice relates.
509-SECTION 29. In Colorado Revised Statutes, 4-4.5-208, amend
510-(b)(2) as follows:
511-4-4.5-208. Misdescription of intermediary bank or beneficiary's
512-bank. (b) This subsection (b) applies to a payment order identifying an
513-intermediary bank or the beneficiary's bank both by name and an identifying
514-number if the name and number identify different persons.
515-(2) If the sender is not a bank and the receiving bank proves that the
516-sender, before the payment order was accepted, had notice that the receiving
517-bank might rely on the number as the proper identification of the
518-intermediary or beneficiary's bank even if it identifies a person different
519-from the bank identified by name, the rights and obligations of the sender
520-and the receiving bank are governed by subsection (b)(1) of this section, as
521-though the sender were a bank. Proof of notice may be made by any
522-admissible evidence. The receiving bank satisfies the burden of proof if it
523-proves that the sender, before the payment order was accepted, signed a
524-writing
525- RECORD stating the information to which the notice relates.
526-SECTION 30. In Colorado Revised Statutes, 4-4.5-210, amend (a)
527-as follows:
528-PAGE 14-SENATE BILL 23-090 4-4.5-210. Rejection of payment order. (a) A payment order is
529-rejected by the receiving bank by a notice of rejection transmitted to the
530-sender orally electronically, or in writing A RECORD. A notice of rejection
531-need not use any particular words and is sufficient if it indicates that the
532-receiving bank is rejecting the order or will not execute or pay the order.
533-Rejection is effective when the notice is given if transmission is by a means
534-that is reasonable in the circumstances. If notice of rejection is given by a
535-means that is not reasonable, rejection is effective when the notice is
536-received. If an agreement of the sender and receiving bank establishes the
537-means to be used to reject a payment order, (i) any means complying with
538-the agreement is reasonable and (ii) any means not complying is not
539-reasonable unless no significant delay in receipt of the notice resulted from
540-the use of the noncomplying means.
541-SECTION 31. In Colorado Revised Statutes, 4-4.5-211, amend (a)
542-as follows:
543-4-4.5-211. Cancellation and amendment of payment order. (a) A
544-communication of the sender of a payment order cancelling or amending the
545-order may be transmitted to the receiving bank orally electronically,
546- or in
547-writing A RECORD. If a security procedure is in effect between the sender
548-and the receiving bank, the communication is not effective to cancel or
549-amend the order unless the communication is verified pursuant to the
550-security procedure or the bank agrees to the cancellation or amendment.
551-SECTION 32. In Colorado Revised Statutes, 4-4.5-305, amend (c)
552-and (d) as follows:
553-4-4.5-305. Liability for late or improper execution or failure to
554-execute payment order. (c) In addition to the amounts payable under
555-subsections (a) and (b) of this section, damages, including consequential
556-damages, are recoverable to the extent provided in an express written
557-agreement of the receiving bank, EVIDENCED BY A RECORD.
558-(d) If a receiving bank fails to execute a payment order it was
559-obliged by express agreement to execute, the receiving bank is liable to the
560-sender for its expenses in the transaction and for incidental expenses and
561-interest losses resulting from the failure to execute. Additional damages,
562-including consequential damages, are recoverable to the extent provided in
563-an express written agreement of the receiving bank,
564-EVIDENCED BY A
565-PAGE 15-SENATE BILL 23-090 RECORD, but are not otherwise recoverable.
566-SECTION 33. In Colorado Revised Statutes, amend 4-5-104 as
567-follows:
568-4-5-104. Formal requirements. A letter of credit, confirmation,
569-advice, transfer, amendment, or cancellation may be issued in any form that
570-is a
471+MAY IMPOSE AN OBLIGATION ON8
472+THE RECEIVING BANK OR THE CUSTOMER AND may require the use of9
473+algorithms or other codes, identifying words, or
474+ numbers, SYMBOLS,10
475+SOUNDS, BIOMETRICS, encryption, callback procedures, or similar security11
476+devices. Comparison of a signature on a payment order or communication12
477+with an authorized specimen signature of the customer
478+OR REQUIRING A13
479+PAYMENT ORDER TO BE SENT FROM A KNOWN E -MAIL ADDRESS, IP14
480+ADDRESS, OR TELEPHONE NUMBER is not by itself a security procedure.15
481+SECTION 26. In Colorado Revised Statutes, 4-4.5-202, amend16
482+(b) and (c) as follows:17
483+4-4.5-202. Authorized and verified payment orders. (b) If a18
484+bank and its customer have agreed that the authenticity of payment orders19
485+issued to the bank in the name of the customer as sender will be verified20
486+pursuant to a security procedure, a payment order received by the21
487+receiving bank is effective as the order of the customer, whether or not22
488+authorized, if (i) the security procedure is a commercially reasonable23
489+method of providing security against unauthorized payment orders and24
490+(ii) the bank proves that it accepted the payment order in good faith and25
491+in compliance with
492+THE BANK'S OBLIGATIONS UNDER the security26
493+procedure and any written
494+ agreement or instruction of the customer,27
495+090
496+-15- EVIDENCED BY A RECORD, restricting acceptance of payment orders issued1
497+in the name of the customer. The bank is not required to follow an2
498+instruction that violates a written AN agreement with the customer,3
499+EVIDENCED BY A RECORD, or notice of which is not received at a time and4
500+in a manner affording the bank a reasonable opportunity to act on it5
501+before the payment order is accepted.6
502+(c) Commercial reasonableness of a security procedure is a7
503+question of law to be determined by considering the wishes of the8
504+customer expressed to the bank; the circumstances of the customer known9
505+to the bank, including the size, type, and frequency of payment orders10
506+normally issued by the customer to the bank; alternative security11
507+procedures offered to the customer; and security procedures in general12
508+use by customers and receiving banks similarly situated. A security13
509+procedure is deemed to be commercially reasonable if (i) the security14
510+procedure was chosen by the customer after the bank offered, and the15
511+customer refused, a security procedure that was commercially reasonable16
512+for that customer and (ii) the customer expressly agreed in writing A17
513+RECORD to be bound by any payment order, whether or not authorized,18
514+issued in its name and accepted by the bank in compliance with
515+THE19
516+BANK'S OBLIGATIONS UNDER the security procedure chosen by the20
517+customer.21
518+SECTION 27. In Colorado Revised Statutes, 4-4.5-203, amend22
519+(a)(1) as follows:23
520+4-4.5-203. Unenforceability of certain verified payment24
521+orders. (a) If an accepted payment order is not, under section 4-4.5-20225
522+(a), an authorized order of a customer identified as sender, but is effective26
523+as an order of the customer pursuant to section 4-4.5-202 (b), the27
524+090
525+-16- following rules apply:1
526+(1) By express written agreement EVIDENCED BY A RECORD, the2
527+receiving bank may limit the extent to which it is entitled to enforce or3
528+retain payment of the payment order.4
529+SECTION 28. In Colorado Revised Statutes, 4-4.5-207, amend5
530+(c)(2) as follows:6
531+4-4.5-207. Misdescription of beneficiary. (c) If (i) a payment7
532+order described in subsection (b) of this section is accepted, (ii) the8
533+originator's payment order described the beneficiary inconsistently by9
534+name and number, and (iii) the beneficiary's bank pays the person10
535+identified by number as permitted by subsection (b)(1) of this section, the11
536+following rules apply:12
537+(2) If the originator is not a bank and proves that the person13
538+identified by number was not entitled to receive payment from the14
539+originator, the originator is not obliged to pay its order unless the15
540+originator's bank proves that the originator, before acceptance of the16
541+originator's order, had notice that payment of a payment order issued by17
542+the originator might be made by the beneficiary's bank on the basis of an18
543+identifying or bank account number even if it identifies a person different19
544+from the named beneficiary. Proof of notice may be made by any20
545+admissible evidence. The originator's bank satisfies the burden of proof21
546+if it proves that the originator, before the payment order was accepted,22
547+signed a writing RECORD stating the information to which the notice23
548+relates.24
549+SECTION 29. In Colorado Revised Statutes, 4-4.5-208, amend25
550+(b)(2) as follows: 26
551+4-4.5-208. Misdescription of intermediary bank or27
552+090
553+-17- beneficiary's bank. (b) This subsection (b) applies to a payment order1
554+identifying an intermediary bank or the beneficiary's bank both by name2
555+and an identifying number if the name and number identify different3
556+persons.4
557+(2) If the sender is not a bank and the receiving bank proves that5
558+the sender, before the payment order was accepted, had notice that the6
559+receiving bank might rely on the number as the proper identification of7
560+the intermediary or beneficiary's bank even if it identifies a person8
561+different from the bank identified by name, the rights and obligations of9
562+the sender and the receiving bank are governed by subsection (b)(1) of10
563+this section, as though the sender were a bank. Proof of notice may be11
564+made by any admissible evidence. The receiving bank satisfies the burden12
565+of proof if it proves that the sender, before the payment order was13
566+accepted, signed a writing RECORD stating the information to which the14
567+notice relates.15
568+SECTION 30. In Colorado Revised Statutes, 4-4.5-210, amend16
569+(a) as follows:17
570+4-4.5-210. Rejection of payment order. (a) A payment order is18
571+rejected by the receiving bank by a notice of rejection transmitted to the19
572+sender orally electronically, or in writing A RECORD. A notice of rejection20
573+need not use any particular words and is sufficient if it indicates that the21
574+receiving bank is rejecting the order or will not execute or pay the order.22
575+Rejection is effective when the notice is given if transmission is by a23
576+means that is reasonable in the circumstances. If notice of rejection is24
577+given by a means that is not reasonable, rejection is effective when the25
578+notice is received. If an agreement of the sender and receiving bank26
579+establishes the means to be used to reject a payment order, (i) any means27
580+090
581+-18- complying with the agreement is reasonable and (ii) any means not1
582+complying is not reasonable unless no significant delay in receipt of the2
583+notice resulted from the use of the noncomplying means.3
584+SECTION 31. In Colorado Revised Statutes, 4-4.5-211, amend4
585+(a) as follows:5
586+4-4.5-211. Cancellation and amendment of payment order.6
587+(a) A communication of the sender of a payment order cancelling or7
588+amending the order may be transmitted to the receiving bank orally8
589+electronically, or in writing A RECORD. If a security procedure is in effect9
590+between the sender and the receiving bank, the communication is not10
591+effective to cancel or amend the order unless the communication is11
592+verified pursuant to the security procedure or the bank agrees to the12
593+cancellation or amendment.13
594+SECTION 32. In Colorado Revised Statutes, 4-4.5-305, amend14
595+(c) and (d) as follows:15
596+4-4.5-305. Liability for late or improper execution or failure16
597+to execute payment order. (c) In addition to the amounts payable under17
598+subsections (a) and (b) of this section, damages, including consequential18
599+damages, are recoverable to the extent provided in an express written19
600+agreement of the receiving bank,
601+EVIDENCED BY A RECORD.20
602+(d) If a receiving bank fails to execute a payment order it was21
603+obliged by express agreement to execute, the receiving bank is liable to22
604+the sender for its expenses in the transaction and for incidental expenses23
605+and interest losses resulting from the failure to execute. Additional24
606+damages, including consequential damages, are recoverable to the extent25
607+provided in an express written agreement of the receiving bank,26
608+EVIDENCED BY A RECORD, but are not otherwise recoverable.27
609+090
610+-19- SECTION 33. In Colorado Revised Statutes, amend 4-5-104 as1
611+follows:2
612+4-5-104. Formal requirements. A letter of credit, confirmation,3
613+advice, transfer, amendment, or cancellation may be issued in any form4
614+that is a
571615 SIGNED record. and is authenticated (i) by a signature or (ii) in
572-accordance with the agreement of the parties or the standard practice
573-referred to in section 4-5-108 (e).
574-SECTION 34. In Colorado Revised Statutes, amend 4-5-116 as
575-follows:
576-4-5-116. Choice of law and forum. (a) The liability of an issuer,
577-nominated person, or adviser for action or omission is governed by the law
578-of the jurisdiction chosen by an agreement in the form of a record signed or
579-otherwise authenticated by the affected parties in the manner provided in
580-section 4-5-104 or by a provision in the person's letter of credit,
581-confirmation, or other undertaking. The jurisdiction whose law is chosen
582-need not bear any relation to the transaction.
583-(b) Unless subsection (a) of this section applies, the liability of an
584-issuer, nominated person, or adviser for action or omission is governed by
585-the law of the jurisdiction in which the person is located. The person is
586-considered to be located at the address indicated in the person's undertaking.
587-If more than one address is indicated, the person is considered to be located
588-at the address from which the person's undertaking was issued. For the
589-purpose of jurisdiction, choice of law, and recognition of interbranch letters
590-of credit, but not enforcement of a judgment, all branches of a bank are
591-considered separate juridical entities and a bank is considered to be located
592-at the place where its relevant branch is considered to be located under this
593-subsection (b).
594-(c) Except as otherwise provided in this subsection (c), the liability
595-of an issuer, nominated person, or adviser is governed by any rules of
596-custom or practice, such as the "Uniform Customs and Practice for
597-Documentary Credits", to which the letter of credit, confirmation, or other
598-undertaking is expressly made subject. If (i) this article would govern the
599-liability of an issuer, nominated person, or adviser under subsection (a) or
600-PAGE 16-SENATE BILL 23-090 (b) of this section, (ii) the relevant undertaking incorporates rules of custom
601-or practice, and (iii) there is conflict between this article and those rules as
602-applied to that undertaking, those rules govern except to the extent of any
603-conflict with the nonvariable provisions specified in section 4-5-103 (c)
604-FOR THE PURPOSE OF JURISDICTION, CHOICE OF LAW, AND RECOGNITION OF
605-INTERBRANCH LETTERS OF CREDIT
606-, BUT NOT ENFORCEMENT OF A JUDGMENT ,
607-ALL BRANCHES OF A BANK ARE CONSIDERED SEPARATE JURIDICAL ENTITIES ,
608-AND A BANK IS CONSIDERED TO BE LOCATED AT THE PLACE WHERE ITS
609-RELEVANT BRANCH IS CONSIDERED TO BE LOCATED UNDER SUBSECTION
610- (d)
611-OF THIS SECTION.
612-(d) If there is conflict between this article and article 3, 4, 4.5, or 9
613-of this title, this article governs A BRANCH OF A BANK IS CONSIDERED TO BE
614-LOCATED AT THE ADDRESS INDICATED IN THE BRANCH
615-'S UNDERTAKING. IF
616-MORE THAN ONE ADDRESS IS INDICATED
617-, THE BRANCH IS CONSIDERED TO BE
618-LOCATED AT THE ADDRESS FROM WHICH THE UNDERTAKING WAS ISSUED
619-.
616+5
617+accordance with the agreement of the parties or the standard practice6
618+referred to in section 4-5-108 (e).7
619+SECTION 34. In Colorado Revised Statutes, amend 4-5-116 as8
620+follows:9
621+4-5-116. Choice of law and forum. (a) The liability of an issuer,10
622+nominated person, or adviser for action or omission is governed by the11
623+law of the jurisdiction chosen by an agreement in the form of a record12
624+signed or otherwise authenticated by the affected parties in the manner13
625+provided in section 4-5-104 or by a provision in the person's letter of14
626+credit, confirmation, or other undertaking. The jurisdiction whose law is15
627+chosen need not bear any relation to the transaction.16
628+(b) Unless subsection (a) of this section applies, the liability of an17
629+issuer, nominated person, or adviser for action or omission is governed18
630+by the law of the jurisdiction in which the person is located. The person19
631+is considered to be located at the address indicated in the person's20
632+undertaking. If more than one address is indicated, the person is21
633+considered to be located at the address from which the person's22
634+undertaking was issued. For the purpose of jurisdiction, choice of law,23
635+and recognition of interbranch letters of credit, but not enforcement of a24
636+judgment, all branches of a bank are considered separate juridical entities25
637+and a bank is considered to be located at the place where its relevant26
638+branch is considered to be located under this subsection (b).27
639+090
640+-20- (c) Except as otherwise provided in this subsection (c), the1
641+liability of an issuer, nominated person, or adviser is governed by any2
642+rules of custom or practice, such as the "Uniform Customs and Practice3
643+for Documentary Credits", to which the letter of credit, confirmation, or4
644+other undertaking is expressly made subject. If (i) this article would5
645+govern the liability of an issuer, nominated person, or adviser under6
646+subsection (a) or (b) of this section, (ii) the relevant undertaking7
647+incorporates rules of custom or practice, and (iii) there is conflict between8
648+this article and those rules as applied to that undertaking, those rules9
649+govern except to the extent of any conflict with the nonvariable10
650+provisions specified in section 4-5-103 (c) FOR THE PURPOSE OF11
651+JURISDICTION, CHOICE OF LAW, AND RECOGNITION OF INTERBRANCH12
652+LETTERS OF CREDIT, BUT NOT ENFORCEMENT OF A JUDGMENT , ALL13
653+BRANCHES OF A BANK ARE CONSIDERED SEPARATE JURIDICAL ENTITIES ,14
654+AND A BANK IS CONSIDERED TO BE LOCATED AT THE PLACE WHERE ITS15
655+RELEVANT BRANCH IS CONSIDERED TO BE LOCATED UNDER SUBSECTION (d)16
656+OF THIS SECTION.17
657+(d) If there is conflict between this article and article 3, 4, 4.5, or18
658+9 of this title, this article governs A BRANCH OF A BANK IS CONSIDERED TO19
659+BE LOCATED AT THE ADDRESS INDICATED IN THE BRANCH 'S UNDERTAKING.20
660+I
661+F MORE THAN ONE ADDRESS IS INDICATED , THE BRANCH IS CONSIDERED21
662+TO BE LOCATED AT THE ADDRESS FROM WHICH THE UNDERTAKING WAS22
663+ISSUED.23
620664 (e) The forum for settling disputes arising out of an undertaking
621-within this article may be chosen in the manner and with the binding effect
622-that governing law may be chosen in accordance with subsection (a) of this
623-section EXCEPT AS OTHERWISE PROVIDED IN THIS SUBSECTION (e), THE
624-LIABILITY OF AN ISSUER
625-, NOMINATED PERSON, OR ADVISER IS GOVERNED BY
626-ANY RULES OF CUSTOM OR PRACTICE
627-, SUCH AS THE "UNIFORM CUSTOMS AND
628-PRACTICE FOR DOCUMENTARY CREDITS", TO WHICH THE LETTER OF CREDIT,
629-CONFIRMATION, OR OTHER UNDERTAKING IS EXPRESSLY MADE SUBJECT . IF
630-(i) THIS ARTICLE 5 WOULD GOVERN THE LIABILITY OF AN ISSUER, NOMINATED
631-PERSON
632-, OR ADVISER UNDER SUBSECTION (a) OR (b) OF THIS SECTION; (ii)
633-THE RELEVANT UNDERTAKING INCORPORATES RULES OF CUSTOM OR
634-PRACTICE
635-; AND (iii) THERE IS CONFLICT BETWEEN THIS ARTICLE 5 AND THOSE
636-RULES AS APPLIED TO THAT UNDERTAKING
637-, THOSE RULES GOVERN EXCEPT
638-TO THE EXTENT OF ANY CONFLICT WITH THE NONVARIABLE PROVISIONS
639-SPECIFIED IN SECTION
640-4-5-103 (c).
665+24
666+within this article may be chosen in the manner and with the binding25
667+effect that governing law may be chosen in accordance with subsection26
668+(a) of this section EXCEPT AS OTHERWISE PROVIDED IN THIS SUBSECTION27
669+090
670+-21- (e), THE LIABILITY OF AN ISSUER, NOMINATED PERSON, OR ADVISER IS1
671+GOVERNED BY ANY RULES OF CUSTOM OR PRACTICE , SUCH AS THE2
672+"U
673+NIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS", TO3
674+WHICH THE LETTER OF CREDIT, CONFIRMATION, OR OTHER UNDERTAKING4
675+IS EXPRESSLY MADE SUBJECT. IF (i) THIS ARTICLE 5 WOULD GOVERN THE5
676+LIABILITY OF AN ISSUER, NOMINATED PERSON , OR ADVISER UNDER6
677+SUBSECTION (a) OR (b) OF THIS SECTION; (ii) THE RELEVANT7
678+UNDERTAKING INCORPORATES RULES OF CUSTOM OR PRACTICE ; AND (iii)8
679+THERE IS CONFLICT BETWEEN THIS ARTICLE 5 AND THOSE RULES AS9
680+APPLIED TO THAT UNDERTAKING , THOSE RULES GOVERN EXCEPT TO THE10
681+EXTENT OF ANY CONFLICT WITH THE NONVARIABLE PROVISIONS SPECIFIED11
682+IN SECTION 4-5-103 (c).12
641683 (f) I
642-F THERE IS CONFLICT BETWEEN THIS ARTICLE 5 AND ARTICLE 3,
643-4,
644- 4.5, OR 9 OF THIS TITLE 4, THIS ARTICLE 5 GOVERNS.
684+F THERE IS CONFLICT BETWEEN THIS ARTICLE 5 AND ARTICLE13
685+3,
686+ 4, 4.5, OR 9 OF THIS TITLE 4, THIS ARTICLE 5 GOVERNS.14
645687 (g) T
646-HE FORUM FOR SETTLING DISPUTES ARISING OUT OF AN
647-UNDERTAKING WITHIN THIS ARTICLE
648-5 MAY BE CHOSEN IN THE MANNER AND
649-WITH THE BINDING EFFECT THAT GOVERNING LAW MAY BE CHOSEN IN
650-ACCORDANCE WITH SUBSECTION
651- (a) OF THIS SECTION.
652-PAGE 17-SENATE BILL 23-090 SECTION 35. In Colorado Revised Statutes, 4-7-102, amend (a)
653-introductory portion; and repeal (a)(10) and (a)(12) as follows:
688+HE FORUM FOR SETTLING DISPUTES ARISING OUT OF AN15
689+UNDERTAKING WITHIN THIS ARTICLE 5 MAY BE CHOSEN IN THE MANNER16
690+AND WITH THE BINDING EFFECT THAT GOVERNING LAW MAY BE CHOSEN IN17
691+ACCORDANCE WITH SUBSECTION (a) OF THIS SECTION.18
692+SECTION 35. In Colorado Revised Statutes, 4-7-102, amend (a)19
693+introductory portion; and repeal (a)(10) and (a)(12) as follows:20
654694 4-7-102. Definitions and index of definitions. (a) In this article
655-ARTICLE 7, unless the context otherwise requires:
656-(10) "Record" means information that is inscribed on a tangible
657-medium or that is stored in an electronic or other medium and is retrievable
658-in perceivable form.
659-(12) "Sign" means, with present intent to authenticate or adopt a
660-record:
661-(A) To execute or adopt a tangible symbol; or
662-(B) To attach to or logically associate with the record an electronic
663-sound, symbol, or process.
664-SECTION 36. In Colorado Revised Statutes, 4-7-106, amend (b)
665-introductory portion and (b)(4); and add (c), (d), (e), (f), (g), (h), and (i) as
666-follows:
667-4-7-106. Control of electronic document of title. (b) A system
668-satisfies subsection (a) of this section, and a person is deemed to have HAS
669-control of an electronic document of title, if the document is created, stored, and assigned
670- TRANSFERRED in such a manner that:
671-(4) Copies or amendments that add or change an identified assignee
672-TRANSFEREE of the authoritative copy can be made only with the consent of
673-the person asserting control;
695+21
696+ARTICLE 7, unless the context otherwise requires:22
697+(10) "Record" means information that is inscribed on a tangible23
698+medium or that is stored in an electronic or other medium and is24
699+retrievable in perceivable form.25
700+(12) "Sign" means, with present intent to authenticate or adopt a26
701+record:27
702+090
703+-22- (A) To execute or adopt a tangible symbol; or1
704+(B) To attach to or logically associate with the record an2
705+electronic sound, symbol, or process.3
706+SECTION 36. In Colorado Revised Statutes, 4-7-106, amend (b)4
707+introductory portion and (b)(4); and add (c), (d), (e), (f), (g), (h), and (i)5
708+as follows:6
709+4-7-106. Control of electronic document of title. (b) A system7
710+satisfies subsection (a) of this section, and a person is deemed to have8
711+HAS control of an electronic document of title, if the document is created,9
712+stored, and assigned TRANSFERRED in such a manner that:10
713+(4) Copies or amendments that add or change an identified11
714+assignee TRANSFEREE of the authoritative copy can be made only with the12
715+consent of the person asserting control;13
674716 (c) A
675- SYSTEM SATISFIES SUBSECTION (a) OF THIS SECTION, AND A
676-PERSON HAS CONTROL OF AN ELECTRONIC DOCUMENT OF TITLE
677-, IF AN
678-AUTHORITATIVE ELECTRONIC COPY OF THE DOCUMENT
679-, A RECORD ATTACHED
680-TO OR LOGICALLY ASSOCIATED WITH THE ELECTRONIC COPY
681-, OR A SYSTEM
682-IN WHICH THE ELECTRONIC COPY IS RECORDED
683-:
717+ SYSTEM SATISFIES SUBSECTION (a) OF THIS SECTION, AND A14
718+PERSON HAS CONTROL OF AN ELECTRONIC DOCUMENT OF TITLE , IF AN15
719+AUTHORITATIVE ELECTRONIC COPY OF THE DOCUMENT , A RECORD16
720+ATTACHED TO OR LOGICALLY ASSOCIATED WITH THE ELECTRONIC COPY ,17
721+OR A SYSTEM IN WHICH THE ELECTRONIC COPY IS RECORDED :18
684722 (1) E
685-NABLES THE PERSON READILY TO IDENTIFY EACH ELECTRONIC
686-COPY AS EITHER AN AUTHORITATIVE COPY OR A NONAUTHORITATIVE COPY
687-;
688-PAGE 18-SENATE BILL 23-090 (2) ENABLES THE PERSON READILY TO IDENTIFY ITSELF IN ANY WAY ,
689-INCLUDING BY NAME, IDENTIFYING NUMBER, CRYPTOGRAPHIC KEY, OFFICE,
690-OR ACCOUNT NUMBER , AS THE PERSON TO WHICH EACH AUTHORITATIVE
691-ELECTRONIC COPY WAS ISSUED OR TRANSFERRED
692-; AND
693-(3) GIVES THE PERSON EXCLUSIVE POWER, SUBJECT TO SUBSECTION
694-(d) OF THIS SECTION, TO:
723+NABLES THE PERSON READILY TO IDENTIFY EACH ELECTRONIC19
724+COPY AS EITHER AN AUTHORITATIVE COPY OR A NONAUTHORITATIVE20
725+COPY;21
726+(2) E
727+NABLES THE PERSON READILY TO IDENTIFY ITSELF IN ANY22
728+WAY, INCLUDING BY NAME, IDENTIFYING NUMBER, CRYPTOGRAPHIC KEY,23
729+OFFICE, OR ACCOUNT NUMBER , AS THE PERSON TO WHICH EACH24
730+AUTHORITATIVE ELECTRONIC COPY WAS ISSUED OR TRANSFERRED ; AND25
731+(3) G
732+IVES THE PERSON EXCLUSIVE POWER , SUBJECT TO26
733+SUBSECTION (d) OF THIS SECTION, TO:27
734+090
735+-23- (A) PREVENT OTHERS FROM ADDING OR CHANGING THE PERSON TO1
736+WHICH EACH AUTHORITATIVE ELECTRONIC COPY HAS BEEN ISSUED OR2
737+TRANSFERRED; AND3
738+(B) T
739+RANSFER CONTROL OF EACH AUTHORITATIVE ELECTRONIC4
740+COPY.5
741+(d) S
742+UBJECT TO SUBSECTION (e) OF THIS SECTION, A POWER IS6
743+EXCLUSIVE UNDER SUBSECTIONS (c)(3)(A) AND (c)(3)(B) OF THIS SECTION7
744+EVEN IF:8
745+(1) T
746+HE AUTHORITATIVE ELECTRONIC COPY , A RECORD ATTACHED9
747+TO OR LOGICALLY ASSOCIATED WITH THE AUTHORITATIVE ELECTRONIC10
748+COPY, OR A SYSTEM IN WHICH THE AUTHORITATIVE ELECTRONIC COPY IS11
749+RECORDED LIMITS THE USE OF THE DOCUMENT OF TITLE OR HAS A12
750+PROTOCOL THAT IS PROGRAMMED TO CAUSE A CHANGE , INCLUDING A13
751+TRANSFER OR LOSS OF CONTROL; OR14
752+(2) T
753+HE POWER IS SHARED WITH ANOTHER PERSON .15
754+(e) A
755+ POWER OF A PERSON IS NOT SHARED WITH ANOTHER PERSON16
756+UNDER SUBSECTION (d)(2) OF THIS SECTION AND THE PERSON'S POWER IS17
757+NOT EXCLUSIVE IF:18
758+(1) T
759+HE PERSON CAN EXERCISE THE POWER ONLY IF THE POWER19
760+ALSO IS EXERCISED BY THE OTHER PERSON ; AND20
761+(2) T
762+HE OTHER PERSON:21
763+(A) C
764+AN EXERCISE THE POWER WITHOUT EXERCISE OF THE POWER22
765+BY THE PERSON; OR23
766+(B) I
767+S THE TRANSFEROR TO THE PERSON OF AN INTEREST IN THE24
768+DOCUMENT OF TITLE.25
769+(f) I
770+F A PERSON HAS THE POWERS SPECIFIED IN SUBSECTIONS26
771+(c)(3)(A)
772+AND (c)(3)(B) OF THIS SECTION, THE POWERS ARE PRESUMED TO27
773+090
774+-24- BE EXCLUSIVE.1
775+(g) A
776+ PERSON HAS CONTROL OF AN ELECTRONIC DOCUMENT OF2
777+TITLE IF ANOTHER PERSON, OTHER THAN THE TRANSFEROR TO THE PERSON3
778+OF AN INTEREST IN THE DOCUMENT:4
779+(1) H
780+AS CONTROL OF THE DOCUMENT AND ACKNOWLEDGES THAT5
781+IT HAS CONTROL ON BEHALF OF THE PERSON ; OR6
782+(2) O
783+BTAINS CONTROL OF THE DOCUMENT AFTER HAVING7
784+ACKNOWLEDGED THAT IT WILL OBTAIN CONTROL OF THE DOCUMENT ON8
785+BEHALF OF THE PERSON.9
786+(h) A
787+ PERSON THAT HAS CONTROL UNDER THIS SECTION IS NOT10
788+REQUIRED TO ACKNOWLEDGE THAT IT HAS CONTROL ON BEHALF OF11
789+ANOTHER PERSON.12
790+(i) I
791+F A PERSON ACKNOWLEDGES THAT IT HAS OR WILL OBTAIN13
792+CONTROL ON BEHALF OF ANOTHER PERSON , UNLESS THE PERSON14
793+OTHERWISE AGREES OR LAW OTHER THAN THIS ARTICLE 7 OR ARTICLE 9 OF15
794+THIS TITLE 4 OTHERWISE PROVIDES, THE PERSON DOES NOT OWE ANY DUTY16
795+TO THE OTHER PERSON AND IS NOT REQUIRED TO CONFIRM THE17
796+ACKNOWLEDGMENT TO ANY OTHER PERSON .18
797+SECTION 37. In Colorado Revised Statutes, 4-8-102, amend (a)19
798+introductory portion, (a)(6)(i), and (b) as follows:20
799+4-8-102. Definitions. (a) In this article
800+ ARTICLE 8:21
801+(6) "Communicate" means to:22
802+(i) Send a signed writing RECORD; or23
803+(b) Other THE FOLLOWING definitions applying to IN this article24
804+ARTICLE 8 and the sections in which they appear are OTHER ARTICLES25
805+APPLY TO THIS ARTICLE 8:26
806+Appropriate person Section 4-8-10727
807+090
808+-25- Control Section 4-8-1061
809+C
810+ONTROLLABLE ACCOUNT SECTION 4-9-1022
811+C
812+ONTROLLABLE ELECTRONIC RECORD SECTION 4-12-1023
813+C
814+ONTROLLABLE PAYMENT INTANGIBLE SECTION 4-9-1024
815+Delivery Section 4-8-3015
816+Investment company security Section 4-8-1036
817+Issuer Section 4-8-2017
818+Overissue Section 4-8-2108
819+Protected purchaser Section 4-8-3039
820+Securities account Section 4-8-50110
821+SECTION 38. In Colorado Revised Statutes, 4-8-103, add (h) as11
822+follows:12
823+4-8-103. Rules for determining whether certain obligations13
824+and interests are securities or financial assets. (h) A
825+ CONTROLLABLE14
826+ACCOUNT, CONTROLLABLE ELECTRONIC RECORD , OR CONTROLLABLE15
827+PAYMENT INTANGIBLE IS NOT A FINANCIAL ASSET UNLESS SECTION 4-8-10216
828+(a)(9)(iii)
829+APPLIES.17
830+SECTION 39. In Colorado Revised Statutes, 4-8-106, amend18
831+(d)(3); and add (h) and (i) as follows:19
832+4-8-106. Control. (d) A purchaser has "control" of a security20
833+entitlement if:21
834+(3) Another person, has control of the security entitlement on
835+22
836+behalf of the purchaser or, having previously acquired control of the23
837+security entitlement, acknowledges that it has control on behalf of the24
838+purchaser. OTHER THAN THE TRANSFEROR TO THE PURCHASER OF AN25
839+INTEREST IN THE SECURITY ENTITLEMENT :26
840+(A) H
841+AS CONTROL OF THE SECURITY ENTITLEMENT AND27
842+090
843+-26- ACKNOWLEDGES THAT IT HAS CONTROL ON BEHALF OF THE PURCHASER ; OR1
844+(B) O
845+BTAINS CONTROL OF THE SECURITY ENTITLEMENT AFTER2
846+HAVING ACKNOWLEDGED THAT IT WILL OBTAIN CONTROL OF THE SECURITY3
847+ENTITLEMENT ON BEHALF OF THE PURCHASER .4
848+(h) A
849+ PERSON THAT HAS CONTROL UNDER THIS SECTION IS NOT5
850+REQUIRED TO ACKNOWLEDGE THAT IT HAS CONTROL ON BEHALF OF A6
851+PURCHASER.7
852+(i) I
853+F A PERSON ACKNOWLEDGES THAT IT HAS OR WILL OBTAIN8
854+CONTROL ON BEHALF OF A PURCHASER , UNLESS THE PERSON OTHERWISE9
855+AGREES OR LAW OTHER THAN THIS ARTICLE 8 OR ARTICLE 9 OF THIS TITLE10
856+4
857+ OTHERWISE PROVIDES, THE PERSON DOES NOT OWE ANY DUTY TO THE11
858+PURCHASER AND IS NOT REQUIRED TO CONFIRM THE ACKNOWLEDGMENT12
859+TO ANY OTHER PERSON.13
860+SECTION 40. In Colorado Revised Statutes, 4-8-110, add (g) as14
861+follows:15
862+4-8-110. Applicability - choice of law. (g) T
863+HE LOCAL LAW OF16
864+THE ISSUER'S JURISDICTION OR THE SECURITIES INTERMEDIARY 'S17
865+JURISDICTION GOVERNS A MATTER OR TRANSACTION SPECIFIED IN18
866+SUBSECTION (a) OR (b) OF THIS SECTION EVEN IF THE MATTER OR19
867+TRANSACTION DOES NOT BEAR ANY RELATION TO THE JURISDICTION .20
868+SECTION 41. In Colorado Revised Statutes, 4-8-303, amend (b)21
869+as follows:22
870+4-8-303. Protected purchaser. (b) In addition to acquiring the
871+23
872+rights of a purchaser, A protected purchaser also acquires its interest in24
873+the security free of any adverse claim.25
874+SECTION 42. In Colorado Revised Statutes, 4-9-102, amend (a)26
875+introductory portion, (a)(2), (a)(3), (a)(4)(A), (a)(11), (a)(42), (a)(47),27
876+090
877+-27- (a)(61), (a)(66), and (b); repeal (a)(7), (a)(31), (a)(77), and (a)(81); and1
878+add (a)(7.3), (a)(7.5), (a)(27.5), (a)(27.7), (a)(31.5), (a)(54.5), and2
879+(a)(81.5) as follows:3
880+4-9-102. Definitions and index of definitions. (a) In this article4
881+ARTICLE 9:5
882+(2) "Account", except as used in "account for", "
883+ACCOUNT6
884+STATEMENT", "ACCOUNT TO", "COMMODITY ACCOUNT " IN SUBSECTION7
885+(a)(14)
886+OF THIS SECTION, "CUSTOMER'S ACCOUNT", "DEPOSIT ACCOUNT"8
887+IN SUBSECTION (a)(29) OF THIS SECTION, "ON ACCOUNT OF", AND9
888+"
889+STATEMENT OF ACCOUNT ", means a right to payment of a monetary10
890+obligation, whether or not earned by performance, (i) for property that has11
891+been or is to be sold, leased, licensed, assigned, or otherwise disposed of;12
892+(ii) for services rendered or to be rendered; (iii) for a policy of insurance13
893+issued or to be issued; (iv) for a secondary obligation incurred or to be14
894+incurred; (v) for energy provided or to be provided; (vi) for the use or hire15
895+of a vessel under a charter or other contract; (vii) arising out of the use of16
896+a credit or charge card or information contained on or for use with the17
897+card; or (viii) as winnings in a lottery or other game of chance operated18
898+or sponsored by a state, governmental unit of a state, or person licensed19
899+or authorized to operate the game by a state or governmental unit of a20
900+state. The term includes
901+CONTROLLABLE ACCOUNTS AND21
902+health-care-insurance receivables. The term does not include (i) rights to
903+22
904+payment evidenced by chattel paper; or an instrument, (ii) commercial tort23
905+claims; (iii) deposit accounts; (iv) investment property; (v) letter-of-credit24
906+rights or letters of credit; or (vi) rights to payment for money or funds25
907+advanced or sold, other than rights arising out of the use of a credit or26
908+charge card or information contained on or for use with the card;
909+OR (vii)27
910+090
911+-28- RIGHTS TO PAYMENT EVIDENCED BY AN INSTRUMENT .1
912+(3) "Account debtor" means a person obligated on an account,2
913+chattel paper, or general intangible. The term does not include persons3
914+obligated to pay a negotiable instrument, even if the
915+NEGOTIABLE4
916+instrument constitutes part of
917+ EVIDENCES chattel paper.5
918+(4) "Accounting", except as used in "accounting for", means a6
919+record:7
920+(A) Authenticated SIGNED by a secured party;8
921+(7) "Authenticate" means:9
922+(A) To sign; or10
923+(B) With present intent to adopt or accept a record, to attach to or11
924+logically associate with the record an electronic sound, symbol, or12
925+process.13
926+(7.3) "A
927+SSIGNEE", EXCEPT AS USED IN "ASSIGNEE FOR BENEFIT OF14
928+CREDITORS", MEANS A PERSON (i) IN WHOSE FAVOR A SECURITY INTEREST15
929+THAT SECURES AN OBLIGATION IS CREATED OR PROVIDED FOR UNDER A16
930+SECURITY AGREEMENT , WHETHER OR NOT THE OBLIGATION IS17
931+OUTSTANDING OR (ii) TO WHICH AN ACCOUNT, CHATTEL PAPER, PAYMENT18
932+INTANGIBLE, OR PROMISSORY NOTE HAS BEEN SOLD. THE TERM INCLUDES19
933+A PERSON TO WHICH A SECURITY INTEREST HAS BEEN TRANSFERRED BY A20
934+SECURED PARTY.21
935+(7.5) "A
936+SSIGNOR" MEANS A PERSON THAT (i) UNDER A SECURITY22
937+AGREEMENT CREATES OR PROVIDES FOR A SECURITY INTEREST THAT23
938+SECURES AN OBLIGATION OR (ii) SELLS AN ACCOUNT, CHATTEL PAPER,24
939+PAYMENT INTANGIBLE, OR PROMISSORY NOTE. THE TERM INCLUDES A25
940+SECURED PARTY THAT HAS TRANSFERRED A SECURITY INTEREST TO26
941+ANOTHER PERSON.27
942+090
943+-29- (11) "Chattel paper" means: a record or records that evidence both1
944+a monetary obligation and a security interest in specific goods, a security2
945+interest in specific goods and software used in the goods, a security3
946+interest in specific goods and license of software used in the goods, a4
947+lease of specific goods, or a lease of specific goods and license of5
948+software used in the goods. In this paragraph (11), "monetary obligation"6
949+means a monetary obligation secured by the goods or owed under a lease7
950+of the goods and includes a monetary obligation with respect to software8
951+used in the goods. The term does not include (i) charters or other9
952+contracts involving the use or hire of a vessel or (ii) records that evidence10
953+a right to payment arising out of the use of a credit or charge card or11
954+information contained on or for use with the card. If a transaction is12
955+evidenced by records that include an instrument or series of instruments,13
956+the group of records taken together constitutes chattel paper.14
957+(A) A
958+ RIGHT TO PAYMENT OF A MONETARY OBLIGATION SECURED15
959+BY SPECIFIC GOODS, IF THE RIGHT TO PAYMENT AND SECURITY AGREEMENT16
960+ARE EVIDENCED BY A RECORD; OR17
961+(B) A
962+ RIGHT TO PAYMENT OF A MONETARY OBLIGATION OWED BY18
963+A LESSEE UNDER A LEASE AGREEMENT WITH RESPECT TO SPECIFIC GOODS19
964+AND A MONETARY OBLIGATION OWED BY THE LESSEE IN CONNECTION WITH20
965+THE TRANSACTION GIVING RISE TO THE LEASE , IF:21
966+(i) T
967+HE RIGHT TO PAYMENT AND LEASE AGREEMENT ARE22
968+EVIDENCED BY A RECORD; AND23
969+(ii) T
970+HE PREDOMINANT PURPOSE OF THE TRANSACTION GIVING RISE24
971+TO THE LEASE WAS TO GIVE THE LESSEE THE RIGHT TO POSSESSION AND25
972+USE OF THE GOODS. THE TERM DOES NOT INCLUDE A RIGHT TO PAYMENT26
973+ARISING OUT OF A CHARTER OR OTHER CONTRACT INVOLVING THE USE OR27
974+090
975+-30- HIRE OF A VESSEL OR A RIGHT TO PAYMENT ARISING OUT OF THE USE OF A1
976+CREDIT OR CHARGE CARD OR INFORMATION CONTAINED ON OR FOR USE2
977+WITH THE CARD.3
978+(27.5) "C
979+ONTROLLABLE ACCOUNT " MEANS AN ACCOUNT4
980+EVIDENCED BY A CONTROLLABLE ELECTRONIC RECORD THAT PROVIDES5
981+THAT THE ACCOUNT DEBTOR UNDERTAKES TO PAY THE PERSON THAT HAS6
982+CONTROL UNDER SECTION 4-12-105 OF THE CONTROLLABLE ELECTRONIC7
983+RECORD.8
984+(27.7) "C
985+ONTROLLABLE PAYMENT INTANGIBLE " MEANS A9
986+PAYMENT INTANGIBLE EVIDENCED BY A CONTROLLABLE ELECTRONIC10
987+RECORD THAT PROVIDES THAT THE ACCOUNT DEBTOR UNDERTAKES TO11
988+PAY THE PERSON THAT HAS CONTROL UNDER SECTION 4-12-105 OF THE12
989+CONTROLLABLE ELECTRONIC RECORD .13
990+(31) "Electronic chattel paper" means chattel paper evidenced by
991+14
992+a record or records consisting of information stored in an electronic15
993+medium.16
994+(31.5) "E
995+LECTRONIC MONEY" MEANS MONEY IN AN ELECTRONIC17
996+FORM.18
997+(42) "General intangible" means any personal property, including19
998+things in action, other than accounts, chattel paper, commercial tort20
999+claims, deposit accounts, documents, goods, instruments, investment21
1000+property, letter-of-credit rights, letters of credit, money, and oil, gas, or22
1001+other minerals before extraction. The term includes
1002+CONTROLLABLE23
1003+ELECTRONIC RECORDS, payment intangibles, and software.24
1004+(47) "Instrument" means a negotiable instrument or any other25
1005+writing that evidences a right to the payment of a monetary obligation, is26
1006+not itself a security agreement or lease, and is of a type that in
1007+THE27
1008+090
1009+-31- ordinary course of business is transferred by delivery with any necessary1
1010+indorsement or assignment. The term does not include (i) investment2
1011+property; (ii) letters of credit; or (iii) writings that evidence a right to3
1012+payment arising out of the use of a credit or charge card or information4
1013+contained on or for use with the card;
1014+OR (iv) WRITINGS THAT EVIDENCE5
1015+CHATTEL PAPER.6
1016+(54.5) "M
1017+ONEY" HAS THE MEANING IN SECTION 4-1-201 (b)(24),7
1018+BUT DOES NOT INCLUDE (i) A DEPOSIT ACCOUNT OR (ii) MONEY IN AN8
1019+ELECTRONIC FORM THAT CANNOT BE SUBJECTED TO CONTROL UNDER9
1020+SECTION 4-9-105.5.10
1021+(61) "Payment intangible" means a general intangible under which11
1022+the account debtor's principal obligation is a monetary obligation. T
1023+HE12
1024+TERM INCLUDES A CONTROLLABLE PAYMENT INTANGIBLE .13
1025+(66) "Proposal" means a record authenticated
1026+ SIGNED by a secured14
1027+party which includes the terms on which the secured party is willing to15
1028+accept collateral in full or partial satisfaction of the obligation it secures16
1029+pursuant to sections 4-9-620, 4-9-621, and 4-9-622.17
1030+(77) "Send", in connection with a record or notification, means:18
1031+(A) To deposit in the mail, deliver for transmission, or transmit by19
1032+any other usual means of communication, with postage or cost of20
1033+transmission provided for, addressed to any address reasonable under the21
1034+circumstances; or22
1035+(B) To cause the record or notification to be received within the23
1036+time that it would have been received if properly sent under subparagraph24
1037+(A) of this paragraph (77).25
1038+(81) "Tangible chattel paper" means chattel paper evidenced by26
1039+a record or records consisting of information that is inscribed on a27
1040+090
1041+-32- tangible medium.1
1042+(81.5) "T
1043+ANGIBLE MONEY" MEANS MONEY IN A TANGIBLE FORM .2
1044+(b) "Control" as provided in section 4-7-106 and the following3
1045+definitions in other articles apply to this article
1046+ ARTICLE 9:4
1047+"Applicant" Section 4-5-102. 5
1048+"Beneficiary" Section 4-5-102. 6
1049+"Broker" Section 4-8-102. 7
1050+"Certificated security" Section 4-8-102. 8
1051+"Check" Section 4-3-104. 9
1052+"Clearing corporation" Section 4-8-102. 10
1053+"Contract for sale" Section 4-2-106. 11
1054+"C
1055+ONTROLLABLE ELECTRONIC RECORD " SECTION 4-12-102. 12
1056+"Customer" Section 4-4-104. 13
1057+"Entitlement holder" Section 4-8-102. 14
1058+"Financial asset" Section 4-8-102. 15
1059+"Holder in due course" Section 4-3-302. 16
1060+"Issuer" (with respect to a letter of credit17
1061+or letter-of-credit right) Section 4-5-102. 18
1062+"Issuer" (with respect to a security) Section 4-8-201. 19
1063+"Issuer" (with respect to documents of title) Section 4-7-102. 20
1064+"Lease" Section 4-2.5-103. 21
1065+"Lease agreement" Section 4-2.5-103. 22
1066+"Lease contract" Section 4-2.5-103. 23
1067+"Leasehold interest" Section 4-2.5-103. 24
1068+"Lessee" Section 4-2.5-103. 25
1069+"Lessee in ordinary course of business" Section 4-2.5-103. 26
1070+"Lessor" Section 4-2.5-103. 27
1071+090
1072+-33- "Lessor's residual interest" Section 4-2.5-103. 1
1073+"Letter of credit" Section 4-5-102. 2
1074+"Merchant" Section 4-2-104. 3
1075+"Negotiable instrument" Section 4-3-104. 4
1076+"Nominated person" Section 4-5-102. 5
1077+"Note" Section 4-3-104. 6
1078+"Proceeds of a letter of credit" Section 4-5-114. 7
1079+"P
1080+ROTECTED PURCHASER" SECTION 4-8-303. 8
1081+"Prove" Section 4-3-103. 9
1082+"Q
1083+UALIFYING PURCHASER" SECTION 4-12-102. 10
1084+"Sale" Section 4-2-106. 11
1085+"Securities account" Section 4-8-501. 12
1086+"Securities intermediary" Section 4-8-102. 13
1087+"Security" Section 4-8-102. 14
1088+"Security certificate" Section 4-8-102. 15
1089+"Security entitlement" Section 4-8-102. 16
1090+"Uncertificated security" Section 4-8-102. 17
1091+SECTION 43. In Colorado Revised Statutes, 4-9-104, amend18
1092+(a)(2) and (a)(3); and add (a)(4) as follows:19
1093+4-9-104. Control of deposit account. (a) A secured party has20
1094+control of a deposit account if:21
1095+(2) The debtor, secured party, and bank have agreed in an
1096+22
1097+authenticated A SIGNED record that the bank will comply with instructions23
1098+originated by the secured party directing disposition of the funds in the24
1099+deposit account without further consent by the debtor; or25
1100+(3) The secured party becomes the bank's customer with respect26
1101+to the deposit account;
1102+OR27
1103+090
1104+-34- (4) ANOTHER PERSON, OTHER THAN THE DEBTOR:1
1105+(A) H
1106+AS CONTROL OF THE DEPOSIT ACCOUNT AND ACKNOWLEDGES2
1107+THAT IT HAS CONTROL ON BEHALF OF THE SECURED PARTY ; OR3
1108+(B) O
1109+BTAINS CONTROL OF THE DEPOSIT ACCOUNT AFTER HAVING4
1110+ACKNOWLEDGED THAT IT WILL OBTAIN CONTROL OF THE DEPOSIT5
1111+ACCOUNT ON BEHALF OF THE SECURED PARTY .6
1112+SECTION 44. In Colorado Revised Statutes, 4-9-105, amend (a),7
1113+(b) introductory portion, (b)(1), (b)(2), (b)(3), and (b)(4); and add (c), (d),8
1114+(e), (f), and (g) as follows:9
1115+4-9-105. Control of electronic copy of record evidencing10
1116+chattel paper. (a) A secured party has control of electronic chattel paper
1117+11
1118+if a system employed for evidencing the transfer of interests in the chattel12
1119+paper reliably establishes the secured party as the person to which the13
1120+chattel paper was assigned A PURCHASER HAS CONTROL OF AN14
1121+AUTHORITATIVE ELECTRONIC COPY OF A RECORD EVIDENCING CHATTEL15
1122+PAPER IF A SYSTEM EMPLOYED FOR EVIDENCING THE ASSIGNMENT OF16
1123+INTERESTS IN THE CHATTEL PAPER RELIABLY ESTABLISHES THE PURCHASER17
1124+AS THE PERSON TO WHICH THE AUTHORITATIVE ELECTRONIC COPY WAS18
1125+ASSIGNED.19
1126+(b) A system satisfies subsection (a) of this section if the record20
1127+or records comprising the chattel paper are created, stored, and assigned21
1128+in such a manner that A SYSTEM SATISFIES SUBSECTION (a) OF THIS22
1129+SECTION IF THE RECORD OR RECORDS EVIDENCING THE CHATTEL PAPER23
1130+ARE CREATED, STORED, AND ASSIGNED IN A MANNER THAT:24
1131+(1) A single authoritative copy of the record or records exists that25
1132+is unique, identifiable, and, except as otherwise provided in paragraphs26
1133+(4), (5), and (6) of this subsection (b), unalterable A SINGLE27
1134+090
1135+-35- AUTHORITATIVE COPY OF THE RECORD OR RECORDS EXISTS WHICH IS1
1136+UNIQUE, IDENTIFIABLE, AND, EXCEPT AS OTHERWISE PROVIDED IN2
1137+SUBSECTIONS (a)(4), (a)(5), AND (a)(6) OF THIS SECTION, UNALTERABLE;3
1138+(2) The authoritative copy identifies the secured party PURCHASER4
1139+as the assignee of the record or records;5
1140+(3) The authoritative copy is communicated to and maintained by6
1141+the secured party PURCHASER or its designated custodian;7
1142+(4) Copies or amendments that add or change an identified8
1143+assignee of the authoritative copy can be made only with the consent of9
1144+the secured party purchaser;10
1145+(c) A
1146+ SYSTEM SATISFIES SUBSECTION (a) OF THIS SECTION, AND A11
1147+PURCHASER HAS CONTROL OF AN AUTHORITATIVE ELECTRONIC COPY OF A12
1148+RECORD EVIDENCING CHATTEL PAPER , IF THE ELECTRONIC COPY, A RECORD13
1149+ATTACHED TO OR LOGICALLY ASSOCIATED WITH THE ELECTRONIC COPY ,14
1150+OR A SYSTEM IN WHICH THE ELECTRONIC COPY IS RECORDED :15
1151+(1) E
1152+NABLES THE PURCHASER READILY TO IDENTIFY EACH16
1153+ELECTRONIC COPY AS EITHER AN AUTHORITATIVE COPY OR A17
1154+NONAUTHORITATIVE COPY ;18
1155+(2) E
1156+NABLES THE PURCHASER READILY TO IDENTIFY ITSELF IN ANY19
1157+WAY, INCLUDING BY NAME, IDENTIFYING NUMBER, CRYPTOGRAPHIC KEY,20
1158+OFFICE, OR ACCOUNT NUMBER, AS THE ASSIGNEE OF THE AUTHORITATIVE21
1159+ELECTRONIC COPY; AND22
1160+(3) G
1161+IVES THE PURCHASER EXCLUSIVE POWER , SUBJECT TO23
1162+SUBSECTION (d) OF THIS SECTION, TO:24
6951163 (A) P
696-REVENT OTHERS FROM ADDING OR CHANGING THE PERSON TO
697-WHICH EACH AUTHORITATIVE ELECTRONIC COPY HAS BEEN ISSUED OR
698-TRANSFERRED
699-; AND
700-(B) TRANSFER CONTROL OF EACH AUTHORITATIVE ELECTRONIC
701-COPY
702-.
1164+REVENT OTHERS FROM ADDING OR CHANGING AN IDENTIFIED25
1165+ASSIGNEE OF THE AUTHORITATIVE ELECTRONIC COPY ; AND26
1166+(B) T
1167+RANSFER CONTROL OF THE AUTHORITATIVE ELECTRONIC27
1168+090
1169+-36- COPY.1
7031170 (d) S
704-UBJECT TO SUBSECTION (e) OF THIS SECTION, A POWER IS
705-EXCLUSIVE UNDER SUBSECTIONS
706- (c)(3)(A) AND (c)(3)(B) OF THIS SECTION
707-EVEN IF
708-:
1171+UBJECT TO SUBSECTION (e) OF THIS SECTION, A POWER IS2
1172+EXCLUSIVE UNDER SUBSECTIONS (c)(3)(A) AND (c)(3)(B) OF THIS SECTION3
1173+EVEN IF:4
7091174 (1) T
710-HE AUTHORITATIVE ELECTRONIC COPY, A RECORD ATTACHED TO
711-OR LOGICALLY ASSOCIATED WITH THE AUTHORITATIVE ELECTRONIC COPY
712-,
713-OR A SYSTEM IN WHICH THE AUTHORITATIVE ELECTRONIC COPY IS RECORDED
714-LIMITS THE USE OF THE DOCUMENT OF TITLE OR HAS A PROTOCOL THAT IS
715-PROGRAMMED TO CAUSE A CHANGE
716-, INCLUDING A TRANSFER OR LOSS OF
717-CONTROL
718-; OR
719-(2) THE POWER IS SHARED WITH ANOTHER PERSON .
1175+HE AUTHORITATIVE ELECTRONIC COPY , A RECORD ATTACHED5
1176+TO OR LOGICALLY ASSOCIATED WITH THE AUTHORITATIVE ELECTRONIC6
1177+COPY, OR A SYSTEM IN WHICH THE AUTHORITATIVE ELECTRONIC COPY IS7
1178+RECORDED LIMITS THE USE OF THE AUTHORITATIVE ELECTRONIC COPY OR8
1179+HAS A PROTOCOL PROGRAMMED TO CAUSE A CHANGE , INCLUDING A9
1180+TRANSFER OR LOSS OF CONTROL; OR10
1181+(2) T
1182+HE POWER IS SHARED WITH ANOTHER PERSON .11
7201183 (e) A
721- POWER OF A PERSON IS NOT SHARED WITH ANOTHER PERSON
722-UNDER SUBSECTION
723- (d)(2) OF THIS SECTION AND THE PERSON'S POWER IS NOT
724-EXCLUSIVE IF
725-:
1184+ POWER OF A PURCHASER IS NOT SHARED WITH ANOTHER12
1185+PERSON UNDER SUBSECTION (d)(2) OF THIS SECTION AND THE PURCHASER'S13
1186+POWER IS NOT EXCLUSIVE IF:14
7261187 (1) T
727-HE PERSON CAN EXERCISE THE POWER ONLY IF THE POWER ALSO
728-IS EXERCISED BY THE OTHER PERSON
729-; AND
730-(2) THE OTHER PERSON:
1188+HE PURCHASER CAN EXERCISE THE POWER ONLY IF THE POWER15
1189+ALSO IS EXERCISED BY THE OTHER PERSON ; AND16
1190+(2) T
1191+HE OTHER PERSON:17
7311192 (A) C
732-AN EXERCISE THE POWER WITHOUT EXERCISE OF THE POWER BY
733-THE PERSON
734-; OR
735-PAGE 19-SENATE BILL 23-090 (B) IS THE TRANSFEROR TO THE PERSON OF AN INTEREST IN THE
736-DOCUMENT OF TITLE
737-.
1193+AN EXERCISE THE POWER WITHOUT EXERCISE OF THE POWER18
1194+BY THE PURCHASER; OR19
1195+(B) I
1196+S THE TRANSFEROR TO THE PURCHASER OF AN INTEREST IN20
1197+THE CHATTEL PAPER.21
7381198 (f) I
739-F A PERSON HAS THE POWERS SPECIFIED IN SUBSECTIONS
740-(c)(3)(A) AND (c)(3)(B) OF THIS SECTION, THE POWERS ARE PRESUMED TO
741-BE EXCLUSIVE
742-.
1199+F A PURCHASER HAS THE POWERS SPECIFIED IN SUBSECTIONS22
1200+(c)(3)(A)
1201+AND (c)(3)(B) OF THIS SECTION, THE POWERS ARE PRESUMED TO23
1202+BE EXCLUSIVE.24
7431203 (g) A
744- PERSON HAS CONTROL OF AN ELECTRONIC DOCUMENT OF TITLE
745-IF ANOTHER PERSON
746-, OTHER THAN THE TRANSFEROR TO THE PERSON OF AN
747-INTEREST IN THE DOCUMENT
748-:
1204+ PURCHASER HAS CONTROL OF AN AUTHORITATIVE25
1205+ELECTRONIC COPY OF A RECORD EVIDENCING CHATTEL PAPER IF ANOTHER26
1206+PERSON, OTHER THAN THE TRANSFEROR TO THE PURCHASER OF AN27
1207+090
1208+-37- INTEREST IN THE CHATTEL PAPER:1
7491209 (1) H
750-AS CONTROL OF THE DOCUMENT AND ACKNOWLEDGES THAT IT
751-HAS CONTROL ON BEHALF OF THE PERSON
752-; OR
753-(2) OBTAINS CONTROL OF THE DOCUMENT AFTER HAVING
754-ACKNOWLEDGED THAT IT WILL OBTAIN CONTROL OF THE DOCUMENT ON
755-BEHALF OF THE PERSON
756-.
757-(h) A
758- PERSON THAT HAS CONTROL UNDER THIS SECTION IS NOT
759-REQUIRED TO ACKNOWLEDGE THAT IT HAS CONTROL ON BEHALF OF ANOTHER
760-PERSON
761-.
762-(i) I
763-F A PERSON ACKNOWLEDGES THAT IT HAS OR WILL OBTAIN
764-CONTROL ON BEHALF OF ANOTHER PERSON
765-, UNLESS THE PERSON OTHERWISE
766-AGREES OR LAW OTHER THAN THIS ARTICLE
767-7 OR ARTICLE 9 OF THIS TITLE 4
768-OTHERWISE PROVIDES, THE PERSON DOES NOT OWE ANY DUTY TO THE OTHER
769-PERSON AND IS NOT REQUIRED TO CONFIRM THE ACKNOWLEDGMENT TO ANY
770-OTHER PERSON
771-.
772-SECTION 37. In Colorado Revised Statutes, 4-8-102, amend (a)
773-introductory portion, (a)(6)(i), and (b) as follows:
774-4-8-102. Definitions. (a) In this article
775- ARTICLE 8:
776-(6) "Communicate" means to:
777-(i) Send a signed writing
778- RECORD; or
779-(b) Other THE FOLLOWING definitions applying to IN this article
780-ARTICLE 8 and the sections in which they appear are OTHER ARTICLES APPLY
781-PAGE 20-SENATE BILL 23-090 TO THIS ARTICLE 8:
782-Appropriate person Section 4-8-107
783-Control Section 4-8-106
784-C
785-ONTROLLABLE ACCOUNT SECTION 4-9-102
786-C
787-ONTROLLABLE ELECTRONIC RECORD SECTION 4-12-102
788-C
789-ONTROLLABLE PAYMENT INTANGIBLE SECTION 4-9-102
790-Delivery Section 4-8-301
791-Investment company security Section 4-8-103
792-Issuer Section 4-8-201
793-Overissue Section 4-8-210
794-Protected purchaser Section 4-8-303
795-Securities account Section 4-8-501
796-SECTION 38. In Colorado Revised Statutes, 4-8-103, add (h) as
797-follows:
798-4-8-103. Rules for determining whether certain obligations and
799-interests are securities or financial assets. (h) A
800- CONTROLLABLE
801-ACCOUNT
802-, CONTROLLABLE ELECTRONIC RECORD , OR CONTROLLABLE
803-PAYMENT INTANGIBLE IS NOT A FINANCIAL ASSET UNLESS SECTION
804-4-8-102
805-(a)(9)(iii)
806-APPLIES.
807-SECTION 39. In Colorado Revised Statutes, 4-8-106, amend
808-(d)(3); and add (h) and (i) as follows:
809-4-8-106. Control. (d) A purchaser has "control" of a security
810-entitlement if:
811-(3) Another person, has control of the security entitlement on behalf
812-PAGE 21-SENATE BILL 23-090 of the purchaser or, having previously acquired control of the security
813-entitlement, acknowledges that it has control on behalf of the purchaser.
814-OTHER THAN THE TRANSFEROR TO THE PURCHASER OF AN INTEREST IN THE
815-SECURITY ENTITLEMENT
816-:
817-(A) H
818-AS CONTROL OF THE SECURITY ENTITLEMENT AND
819-ACKNOWLEDGES THAT IT HAS CONTROL ON BEHALF OF THE PURCHASER
820-; OR
821-(B) OBTAINS CONTROL OF THE SECURITY ENTITLEMENT AFTER
822-HAVING ACKNOWLEDGED THAT IT WILL OBTAIN CONTROL OF THE SECURITY
823-ENTITLEMENT ON BEHALF OF THE PURCHASER
824-.
825-(h) A
826- PERSON THAT HAS CONTROL UNDER THIS SECTION IS NOT
827-REQUIRED TO ACKNOWLEDGE THAT IT HAS CONTROL ON BEHALF OF A
828-PURCHASER
829-.
830-(i) I
831-F A PERSON ACKNOWLEDGES THAT IT HAS OR WILL OBTAIN
832-CONTROL ON BEHALF OF A PURCHASER
833-, UNLESS THE PERSON OTHERWISE
834-AGREES OR LAW OTHER THAN THIS ARTICLE
835-8 OR ARTICLE 9 OF THIS TITLE 4
836-OTHERWISE PROVIDES, THE PERSON DOES NOT OWE ANY DUTY TO THE
837-PURCHASER AND IS NOT REQUIRED TO CONFIRM THE ACKNOWLEDGMENT TO
838-ANY OTHER PERSON
839-.
840-SECTION 40. In Colorado Revised Statutes, 4-8-110, add (g) as
841-follows:
842-4-8-110. Applicability - choice of law. (g) T
843-HE LOCAL LAW OF THE
844-ISSUER
845-'S JURISDICTION OR THE SECURITIES INTERMEDIARY 'S JURISDICTION
846-GOVERNS A MATTER OR TRANSACTION SPECIFIED IN SUBSECTION
847- (a) OR (b)
848-OF THIS SECTION EVEN IF THE MATTER OR TRANSACTION DOES NOT BEAR ANY
849-RELATION TO THE JURISDICTION
850-.
851-SECTION 41. In Colorado Revised Statutes, 4-8-303, amend (b)
852-as follows:
853-4-8-303. Protected purchaser. (b) In addition to acquiring the
854-rights of a purchaser, A protected purchaser also acquires its interest in the
855-security free of any adverse claim.
856-SECTION 42. In Colorado Revised Statutes, 4-9-102, amend (a)
857-PAGE 22-SENATE BILL 23-090 introductory portion, (a)(2), (a)(3), (a)(4)(A), (a)(11), (a)(42), (a)(47),
858-(a)(61), (a)(66), and (b); repeal (a)(7), (a)(31), (a)(77), and (a)(81); and add
859-(a)(7.3), (a)(7.5), (a)(27.5), (a)(27.7), (a)(31.5), (a)(54.5), and (a)(81.5) as
860-follows:
861-4-9-102. Definitions and index of definitions. (a) In this article
862-ARTICLE 9:
863-(2) "Account", except as used in "account for", "
864-ACCOUNT
865-STATEMENT
866-", "ACCOUNT TO", "COMMODITY ACCOUNT " IN SUBSECTION
867-(a)(14) OF THIS SECTION, "CUSTOMER'S ACCOUNT", "DEPOSIT ACCOUNT" IN
868-SUBSECTION
869- (a)(29) OF THIS SECTION, "ON ACCOUNT OF", AND "STATEMENT
870-OF ACCOUNT
871-", means a right to payment of a monetary obligation, whether
872-or not earned by performance, (i) for property that has been or is to be sold,
873-leased, licensed, assigned, or otherwise disposed of; (ii) for services
874-rendered or to be rendered; (iii) for a policy of insurance issued or to be
875-issued; (iv) for a secondary obligation incurred or to be incurred; (v) for
876-energy provided or to be provided; (vi) for the use or hire of a vessel under
877-a charter or other contract; (vii) arising out of the use of a credit or charge
878-card or information contained on or for use with the card; or (viii) as
879-winnings in a lottery or other game of chance operated or sponsored by a
880-state, governmental unit of a state, or person licensed or authorized to
881-operate the game by a state or governmental unit of a state. The term
882-includes
883-CONTROLLABLE ACCOUNTS AND health-care-insurance receivables.
884-The term does not include (i) rights to payment evidenced by
885- chattel paper;
886-or an instrument, (ii) commercial tort claims; (iii) deposit accounts; (iv)
887-investment property; (v) letter-of-credit rights or letters of credit; or (vi)
888-rights to payment for money or funds advanced or sold, other than rights
889-arising out of the use of a credit or charge card or information contained on
890-or for use with the card;
891-OR (vii) RIGHTS TO PAYMENT EVIDENCED BY AN
892-INSTRUMENT
893-.
894-(3) "Account debtor" means a person obligated on an account,
895-chattel paper, or general intangible. The term does not include persons
896-obligated to pay a negotiable instrument, even if the
897-NEGOTIABLE instrument
898-constitutes part of
899- EVIDENCES chattel paper.
900-(4) "Accounting", except as used in "accounting for", means a
901-record:
902-PAGE 23-SENATE BILL 23-090 (A) Authenticated SIGNED by a secured party;
903-(7) "Authenticate" means:
904-(A) To sign; or
905-(B) With present intent to adopt or accept a record, to attach to or
906-logically associate with the record an electronic sound, symbol, or process.
907-(7.3) "ASSIGNEE", EXCEPT AS USED IN "ASSIGNEE FOR BENEFIT OF
908-CREDITORS
909-", MEANS A PERSON (i) IN WHOSE FAVOR A SECURITY INTEREST
910-THAT SECURES AN OBLIGATION IS CREATED OR PROVIDED FOR UNDER A
911-SECURITY AGREEMENT
912-, WHETHER OR NOT THE OBLIGATION IS OUTSTANDING
913-OR
914- (ii) TO WHICH AN ACCOUNT, CHATTEL PAPER, PAYMENT INTANGIBLE, OR
915-PROMISSORY NOTE HAS BEEN SOLD
916-. THE TERM INCLUDES A PERSON TO
917-WHICH A SECURITY INTEREST HAS BEEN TRANSFERRED BY A SECURED PARTY
918-.
919-(7.5) "A
920-SSIGNOR" MEANS A PERSON THAT (i) UNDER A SECURITY
921-AGREEMENT CREATES OR PROVIDES FOR A SECURITY INTEREST THAT
922-SECURES AN OBLIGATION OR
923- (ii) SELLS AN ACCOUNT, CHATTEL PAPER,
924-PAYMENT INTANGIBLE, OR PROMISSORY NOTE . THE TERM INCLUDES A
925-SECURED PARTY THAT HAS TRANSFERRED A SECURITY INTEREST TO ANOTHER
926-PERSON
927-.
928-(11) "Chattel paper" means: a record or records that evidence both
929-a monetary obligation and a security interest in specific goods, a security
930-interest in specific goods and software used in the goods, a security interest
931-in specific goods and license of software used in the goods, a lease of
932-specific goods, or a lease of specific goods and license of software used in
933-the goods. In this paragraph (11), "monetary obligation" means a monetary
934-obligation secured by the goods or owed under a lease of the goods and
935-includes a monetary obligation with respect to software used in the goods.
936-The term does not include (i) charters or other contracts involving the use
937-or hire of a vessel or (ii) records that evidence a right to payment arising out
938-of the use of a credit or charge card or information contained on or for use
939-with the card. If a transaction is evidenced by records that include an
940-instrument or series of instruments, the group of records taken together
941-constitutes chattel paper.
942-(A) A RIGHT TO PAYMENT OF A MONETARY OBLIGATION SECURED BY
943-PAGE 24-SENATE BILL 23-090 SPECIFIC GOODS, IF THE RIGHT TO PAYMENT AND SECURITY AGREEMENT ARE
944-EVIDENCED BY A RECORD
945-; OR
946-(B) A RIGHT TO PAYMENT OF A MONETARY OBLIGATION OWED BY A
947-LESSEE UNDER A LEASE AGREEMENT WITH RESPECT TO SPECIFIC GOODS AND
948-A MONETARY OBLIGATION OWED BY THE LESSEE IN CONNECTION WITH THE
949-TRANSACTION GIVING RISE TO THE LEASE
950-, IF:
951-(i) T
952-HE RIGHT TO PAYMENT AND LEASE AGREEMENT ARE EVIDENCED
953-BY A RECORD
954-; AND
955-(ii) THE PREDOMINANT PURPOSE OF THE TRANSACTION GIVING RISE
956-TO THE LEASE WAS TO GIVE THE LESSEE THE RIGHT TO POSSESSION AND USE
957-OF THE GOODS
958-. THE TERM DOES NOT INCLUDE A RIGHT TO PAYMENT ARISING
959-OUT OF A CHARTER OR OTHER CONTRACT INVOLVING THE USE OR HIRE OF A
960-VESSEL OR A RIGHT TO PAYMENT ARISING OUT OF THE USE OF A CREDIT OR
961-CHARGE CARD OR INFORMATION CONTAINED ON OR FOR USE WITH THE CARD
962-.
963-(27.5) "C
964-ONTROLLABLE ACCOUNT " MEANS AN ACCOUNT EVIDENCED
965-BY A CONTROLLABLE ELECTRONIC RECORD THAT PROVIDES THAT THE
966-ACCOUNT DEBTOR UNDERTAKES TO PAY THE PERSON THAT HAS CONTROL
967-UNDER SECTION
968-4-12-105 OF THE CONTROLLABLE ELECTRONIC RECORD .
969-(27.7) "C
970-ONTROLLABLE PAYMENT INTANGIBLE " MEANS A PAYMENT
971-INTANGIBLE EVIDENCED BY A CONTROLLABLE ELECTRONIC RECORD THAT
972-PROVIDES THAT THE ACCOUNT DEBTOR UNDERTAKES TO PAY THE PERSON
973-THAT HAS CONTROL UNDER SECTION
974-4-12-105 OF THE CONTROLLABLE
975-ELECTRONIC RECORD
976-.
977-(31) "Electronic chattel paper" means chattel paper evidenced by a
978-record or records consisting of information stored in an electronic medium.
979-(31.5) "ELECTRONIC MONEY" MEANS MONEY IN AN ELECTRONIC
980-FORM
981-.
982-(42) "General intangible" means any personal property, including
983-things in action, other than accounts, chattel paper, commercial tort claims,
984-deposit accounts, documents, goods, instruments, investment property,
985-letter-of-credit rights, letters of credit, money, and oil, gas, or other minerals
986-before extraction. The term includes
987-CONTROLLABLE ELECTRONIC RECORDS ,
988-PAGE 25-SENATE BILL 23-090 payment intangibles, and software.
989-(47) "Instrument" means a negotiable instrument or any other
990-writing that evidences a right to the payment of a monetary obligation, is
991-not itself a security agreement or lease, and is of a type that in
992-THE ordinary
993-course of business is transferred by delivery with any necessary indorsement
994-or assignment. The term does not include (i) investment property; (ii) letters
995-of credit; or
996- (iii) writings that evidence a right to payment arising out of the
997-use of a credit or charge card or information contained on or for use with
998-the card;
999-OR (iv) WRITINGS THAT EVIDENCE CHATTEL PAPER .
1000-(54.5) "M
1001-ONEY" HAS THE MEANING IN SECTION 4-1-201 (b)(24), BUT
1002-DOES NOT INCLUDE
1003- (i) A DEPOSIT ACCOUNT OR (ii) MONEY IN AN
1004-ELECTRONIC FORM THAT CANNOT BE SUBJECTED TO CONTROL UNDER
1005-SECTION
1006-4-9-105.5.
1007-(61) "Payment intangible" means a general intangible under which
1008-the account debtor's principal obligation is a monetary obligation. T
1009-HE TERM
1010-INCLUDES A CONTROLLABLE PAYMENT INTANGIBLE
1011-.
1012-(66) "Proposal" means a record authenticated
1013- SIGNED by a secured
1014-party which includes the terms on which the secured party is willing to
1015-accept collateral in full or partial satisfaction of the obligation it secures
1016-pursuant to sections 4-9-620, 4-9-621, and 4-9-622.
1017-(77) "Send", in connection with a record or notification, means:
1018-(A) To deposit in the mail, deliver for transmission, or transmit by
1019-any other usual means of communication, with postage or cost of
1020-transmission provided for, addressed to any address reasonable under the
1021-circumstances; or
1022-(B) To cause the record or notification to be received within the time
1023-that it would have been received if properly sent under subparagraph (A) of
1024-this paragraph (77).
1025-(81) "Tangible chattel paper" means chattel paper evidenced by a
1026-record or records consisting of information that is inscribed on a tangible
1027-medium.
1028-PAGE 26-SENATE BILL 23-090 (81.5) "TANGIBLE MONEY" MEANS MONEY IN A TANGIBLE FORM .
1029-(b) "Control" as provided in section 4-7-106 and the following
1030-definitions in other articles apply to this article ARTICLE 9:
1031-"Applicant" Section 4-5-102.
1032-"Beneficiary" Section 4-5-102.
1033-"Broker" Section 4-8-102.
1034-"Certificated security" Section 4-8-102.
1035-"Check" Section 4-3-104.
1036-"Clearing corporation" Section 4-8-102.
1037-"Contract for sale" Section 4-2-106.
1038-"C
1039-ONTROLLABLE ELECTRONIC RECORD "S ECTION 4-12-102.
1040-"Customer" Section 4-4-104.
1041-"Entitlement holder" Section 4-8-102.
1042-"Financial asset" Section 4-8-102.
1043-"Holder in due course" Section 4-3-302.
1044-"Issuer" (with respect to a letter of credit
1045-or letter-of-credit right) Section 4-5-102.
1046-"Issuer" (with respect to a security) Section 4-8-201.
1047-"Issuer" (with respect to documents of title) Section 4-7-102.
1048-"Lease" Section 4-2.5-103.
1049-"Lease agreement" Section 4-2.5-103.
1050-PAGE 27-SENATE BILL 23-090 "Lease contract" Section 4-2.5-103.
1051-"Leasehold interest" Section 4-2.5-103.
1052-"Lessee" Section 4-2.5-103.
1053-"Lessee in ordinary course of business" Section 4-2.5-103.
1054-"Lessor" Section 4-2.5-103.
1055-"Lessor's residual interest" Section 4-2.5-103.
1056-"Letter of credit" Section 4-5-102.
1057-"Merchant" Section 4-2-104.
1058-"Negotiable instrument" Section 4-3-104.
1059-"Nominated person" Section 4-5-102.
1060-"Note" Section 4-3-104.
1061-"Proceeds of a letter of credit" Section 4-5-114.
1062-"P
1063-ROTECTED PURCHASER"S ECTION 4-8-303.
1064-"Prove" Section 4-3-103.
1065-"Q
1066-UALIFYING PURCHASER"S ECTION 4-12-102.
1067-"Sale" Section 4-2-106.
1068-"Securities account" Section 4-8-501.
1069-"Securities intermediary" Section 4-8-102.
1070-"Security" Section 4-8-102.
1071-"Security certificate" Section 4-8-102.
1072-PAGE 28-SENATE BILL 23-090 "Security entitlement" Section 4-8-102.
1073-"Uncertificated security" Section 4-8-102.
1074-SECTION 43. In Colorado Revised Statutes, 4-9-104, amend (a)(2)
1075-and (a)(3); and add (a)(4) as follows:
1076-4-9-104. Control of deposit account. (a) A secured party has
1077-control of a deposit account if:
1078-(2) The debtor, secured party, and bank have agreed in an
1079-authenticated A SIGNED record that the bank will comply with instructions
1080-originated by the secured party directing disposition of the funds in the
1081-deposit account without further consent by the debtor; or
1082-(3) The secured party becomes the bank's customer with respect to
1083-the deposit account;
1084-OR
1085-(4) ANOTHER PERSON, OTHER THAN THE DEBTOR:
1086-(A) H
1087-AS CONTROL OF THE DEPOSIT ACCOUNT AND ACKNOWLEDGES
1088-THAT IT HAS CONTROL ON BEHALF OF THE SECURED PARTY
1089-; OR
1090-(B) OBTAINS CONTROL OF THE DEPOSIT ACCOUNT AFTER HAVING
1091-ACKNOWLEDGED THAT IT WILL OBTAIN CONTROL OF THE DEPOSIT ACCOUNT
1092-ON BEHALF OF THE SECURED PARTY
1093-.
1094-SECTION 44. In Colorado Revised Statutes, 4-9-105, amend (a),
1095-(b) introductory portion, (b)(1), (b)(2), (b)(3), and (b)(4); and add (c), (d),
1096-(e), (f), and (g) as follows:
1097-4-9-105. Control of electronic copy of record evidencing chattel
1098-paper. (a) A secured party has control of electronic chattel paper if a
1099-system employed for evidencing the transfer of interests in the chattel paper
1100-reliably establishes the secured party as the person to which the chattel
1101-paper was assigned A PURCHASER HAS CONTROL OF AN AUTHORITATIVE
1102-ELECTRONIC COPY OF A RECORD EVIDENCING CHATTEL PAPER IF A SYSTEM
1103-EMPLOYED FOR EVIDENCING THE ASSIGNMENT OF INTERESTS IN THE CHATTEL
1104-PAPER RELIABLY ESTABLISHES THE PURCHASER AS THE PERSON TO WHICH
1105-THE AUTHORITATIVE ELECTRONIC COPY WAS ASSIGNED
1106-.
1107-PAGE 29-SENATE BILL 23-090 (b) A system satisfies subsection (a) of this section if the record or
1108-records comprising the chattel paper are created, stored, and assigned in
1109-such a manner that A SYSTEM SATISFIES SUBSECTION (a) OF THIS SECTION IF
1110-THE RECORD OR RECORDS EVIDENCING THE CHATTEL PAPER ARE CREATED
1111-,
1112-STORED, AND ASSIGNED IN A MANNER THAT:
1113-(1) A single authoritative copy of the record or records exists thatis unique, identifiable, and, except as otherwise provided in paragraphs (4),
1114-(5), and (6) of this subsection (b), unalterable A SINGLE AUTHORITATIVE
1115-COPY OF THE RECORD OR RECORDS EXISTS WHICH IS UNIQUE
1116-, IDENTIFIABLE,
1117-AND, EXCEPT AS OTHERWISE PROVIDED IN SUBSECTIONS (a)(4), (a)(5), AND
1118-(a)(6) OF THIS SECTION, UNALTERABLE;
1119-(2) The authoritative copy identifies the secured party
1120- PURCHASER
1121-as the assignee of the record or records;
1122-(3) The authoritative copy is communicated to and maintained by
1123-the secured party PURCHASER or its designated custodian;
1124-(4) Copies or amendments that add or change an identified assignee
1125-of the authoritative copy can be made only with the consent of the secured
1126-party purchaser;
1210+AS CONTROL OF THE AUTHORITATIVE ELECTRONIC COPY AND2
1211+ACKNOWLEDGES THAT IT HAS CONTROL ON BEHALF OF THE PURCHASER ; OR3
1212+(2) O
1213+BTAINS CONTROL OF THE AUTHORITATIVE ELECTRONIC COPY4
1214+AFTER HAVING ACKNOWLEDGED THAT IT WILL OBTAIN CONTROL OF THE5
1215+ELECTRONIC COPY ON BEHALF OF THE PURCHASER .6
1216+SECTION 45. In Colorado Revised Statutes, add 4-9-105.5 and7
1217+4-9-107.5 as follows:8
1218+4-9-105.5. Control of electronic money. (a) A
1219+ PERSON HAS9
1220+CONTROL OF ELECTRONIC MONEY IF :10
1221+(1) T
1222+HE ELECTRONIC MONEY , A RECORD ATTACHED TO OR11
1223+LOGICALLY ASSOCIATED WITH THE ELECTRONIC MONEY , OR A SYSTEM IN12
1224+WHICH THE ELECTRONIC MONEY IS RECORDED GIVES THE PERSON :13
1225+(A) P
1226+OWER TO AVAIL ITSELF OF SUBSTANTIALLY ALL THE BENEFIT14
1227+FROM THE ELECTRONIC MONEY ; AND15
1228+(B) E
1229+XCLUSIVE POWER, SUBJECT TO SUBSECTION (b) OF THIS16
1230+SECTION, TO:17
1231+(i) P
1232+REVENT OTHERS FROM AVAILING THEMSELVES OF18
1233+SUBSTANTIALLY ALL THE BENEFIT FROM THE ELECTRONIC MONEY ; AND19
1234+(ii) T
1235+RANSFER CONTROL OF THE ELECTRONIC MONEY TO ANOTHER20
1236+PERSON OR CAUSE ANOTHER PERSON TO OBTAIN CONTROL OF OTHER21
1237+ELECTRONIC MONEY AS A RESULT OF THE TRANSFER OF THE ELECTRONIC22
1238+MONEY; AND23
1239+(2) T
1240+HE ELECTRONIC MONEY , A RECORD ATTACHED TO OR24
1241+LOGICALLY ASSOCIATED WITH THE ELECTRONIC MONEY , OR A SYSTEM IN25
1242+WHICH THE ELECTRONIC MONEY IS RECORDED ENABLES THE PERSON26
1243+READILY TO IDENTIFY ITSELF IN ANY WAY , INCLUDING BY NAME ,27
1244+090
1245+-38- IDENTIFYING NUMBER, CRYPTOGRAPHIC KEY , OFFICE, OR ACCOUNT1
1246+NUMBER, AS HAVING THE POWERS UNDER SUBSECTION (a)(1) OF THIS2
1247+SECTION.3
1248+(b) S
1249+UBJECT TO SUBSECTION (c) OF THIS SECTION, A POWER IS4
1250+EXCLUSIVE UNDER SUBSECTIONS (a)(1)(B)(i) AND (a)(1)(B)(ii) OF THIS5
1251+SECTION EVEN IF:6
1252+(1) T
1253+HE ELECTRONIC MONEY , A RECORD ATTACHED TO OR7
1254+LOGICALLY ASSOCIATED WITH THE ELECTRONIC MONEY , OR A SYSTEM IN8
1255+WHICH THE ELECTRONIC MONEY IS RECORDED LIMITS THE USE OF THE9
1256+ELECTRONIC MONEY OR HAS A PROTOCOL PROGRAMMED TO CAUSE A10
1257+CHANGE, INCLUDING A TRANSFER OR LOSS OF CONTROL ; OR11
1258+(2) T
1259+HE POWER IS SHARED WITH ANOTHER PERSON .12
11271260 (c) A
1128- SYSTEM SATISFIES SUBSECTION (a) OF THIS SECTION, AND A
1129-PURCHASER HAS CONTROL OF AN AUTHORITATIVE ELECTRONIC COPY OF A
1130-RECORD EVIDENCING CHATTEL PAPER
1131-, IF THE ELECTRONIC COPY, A RECORD
1132-ATTACHED TO OR LOGICALLY ASSOCIATED WITH THE ELECTRONIC COPY
1133-, OR
1134-A SYSTEM IN WHICH THE ELECTRONIC COPY IS RECORDED
1135-:
1136-(1) E
1137-NABLES THE PURCHASER READILY TO IDENTIFY EACH
1138-ELECTRONIC COPY AS EITHER AN AUTHORITATIVE COPY OR A
1139-NONAUTHORITATIVE COPY
1140-;
1141-(2) E
1142-NABLES THE PURCHASER READILY TO IDENTIFY ITSELF IN ANY
1143-WAY
1144-, INCLUDING BY NAME, IDENTIFYING NUMBER, CRYPTOGRAPHIC KEY,
1145-OFFICE, OR ACCOUNT NUMBER, AS THE ASSIGNEE OF THE AUTHORITATIVE
1146-ELECTRONIC COPY
1147-; AND
1148-(3) GIVES THE PURCHASER EXCLUSIVE POWER , SUBJECT TO
1149-SUBSECTION
1150- (d) OF THIS SECTION, TO:
1151-PAGE 30-SENATE BILL 23-090 (A) PREVENT OTHERS FROM ADDING OR CHANGING AN IDENTIFIED
1152-ASSIGNEE OF THE AUTHORITATIVE ELECTRONIC COPY
1153-; AND
1154-(B) TRANSFER CONTROL OF THE AUTHORITATIVE ELECTRONIC COPY .
1155-(d) S
1156-UBJECT TO SUBSECTION (e) OF THIS SECTION, A POWER IS
1157-EXCLUSIVE UNDER SUBSECTIONS
1158- (c)(3)(A) AND (c)(3)(B) OF THIS SECTION
1159-EVEN IF
1160-:
1261+ POWER OF A PERSON IS NOT SHARED WITH ANOTHER PERSON13
1262+UNDER SUBSECTION (b)(2) OF THIS SECTION AND THE PERSON'S POWER IS14
1263+NOT EXCLUSIVE IF:15
11611264 (1) T
1162-HE AUTHORITATIVE ELECTRONIC COPY , A RECORD ATTACHED TO
1163-OR LOGICALLY ASSOCIATED WITH THE AUTHORITATIVE ELECTRONIC COPY
1164-,
1165-OR A SYSTEM IN WHICH THE AUTHORITATIVE ELECTRONIC COPY IS RECORDED
1166-LIMITS THE USE OF THE AUTHORITATIVE ELECTRONIC COPY OR HAS A
1167-PROTOCOL PROGRAMMED TO CAUSE A CHANGE
1168-, INCLUDING A TRANSFER OR
1169-LOSS OF CONTROL
1170-; OR
1171-(2) THE POWER IS SHARED WITH ANOTHER PERSON .
1265+HE PERSON CAN EXERCISE THE POWER ONLY IF THE POWER16
1266+ALSO IS EXERCISED BY THE OTHER PERSON ; AND17
1267+(2) T
1268+HE OTHER PERSON:18
1269+(A) C
1270+AN EXERCISE THE POWER WITHOUT EXERCISE OF THE POWER19
1271+BY THE PERSON; OR20
1272+(B) I
1273+S THE TRANSFEROR TO THE PERSON OF AN INTEREST IN THE21
1274+ELECTRONIC MONEY.22
1275+(d) I
1276+F A PERSON HAS THE POWERS SPECIFIED IN SUBSECTIONS23
1277+(a)(1)(B)(i)
1278+AND (a)(1)(B)(ii) OF THIS SECTION, THE POWERS ARE24
1279+PRESUMED TO BE EXCLUSIVE.25
11721280 (e) A
1173- POWER OF A PURCHASER IS NOT SHARED WITH ANOTHER
1174-PERSON UNDER SUBSECTION
1175- (d)(2) OF THIS SECTION AND THE PURCHASER'S
1176-POWER IS NOT EXCLUSIVE IF
1177-:
1281+ PERSON HAS CONTROL OF ELECTRONIC MONEY IF ANOTHER26
1282+PERSON, OTHER THAN THE TRANSFEROR TO THE PERSON OF AN INTEREST27
1283+090
1284+-39- IN THE ELECTRONIC MONEY:1
1285+(1) H
1286+AS CONTROL OF THE ELECTRONIC MONEY AND2
1287+ACKNOWLEDGES THAT IT HAS CONTROL ON BEHALF OF THE PERSON ; OR3
1288+(2) O
1289+BTAINS CONTROL OF THE ELECTRONIC MONEY AFTER HAVING4
1290+ACKNOWLEDGED THAT IT WILL OBTAIN CONTROL OF THE ELECTRONIC5
1291+MONEY ON BEHALF OF THE PERSON .6
1292+4-9-107.5. Control of controllable electronic record,7
1293+controllable account, or controllable payment intangible. (a) A8
1294+SECURED PARTY HAS CONTROL OF A CONTROLLABLE ELECTRONIC RECORD9
1295+AS PROVIDED IN SECTION 4-12-105.10
1296+(b) A
1297+ SECURED PARTY HAS CONTROL OF A CONTROLLABLE11
1298+ACCOUNT OR CONTROLLABLE PAYMENT INTANGIBLE IF THE SECURED12
1299+PARTY HAS CONTROL OF THE CONTROLLABLE ELECTRONIC RECORD THAT13
1300+EVIDENCES THE CONTROLLABLE ACCOUNT OR CONTROLLABLE PAYMENT14
1301+INTANGIBLE.15
1302+SECTION 46. In Colorado Revised Statutes, 4-9-203, amend16
1303+(b)(3)(A), (b)(3)(C), and (b)(3)(D); and add (b)(3)(E) as follows:17
1304+4-9-203. Attachment and enforceability of security interest;18
1305+proceeds; supporting obligations; formal requisites. (b) Except as19
1306+otherwise provided in subsections (c) to (i) of this section, a security20
1307+interest is enforceable against the debtor and third parties with respect to21
1308+the collateral only if:22
1309+(3) One of the following conditions is met:23
1310+(A) The debtor has authenticated
1311+ SIGNED a security agreement that24
1312+provides a description of the collateral and, if the security interest covers25
1313+timber to be cut, a description of the land concerned;26
1314+(C) The collateral is a certificated security in registered form, and27
1315+090
1316+-40- the security certificate has been delivered to the secured party under1
1317+section 4-8-301 pursuant to the debtor's security agreement; or2
1318+(D) The collateral is
1319+CONTROLLABLE ACCOUNTS , CONTROLLABLE3
1320+ELECTRONIC RECORDS, CONTROLLABLE PAYMENT INTANGIBLES , deposit4
1321+accounts, electronic chattel paper
1322+ ELECTRONIC DOCUMENTS , ELECTRONIC5
1323+MONEY, investment property, OR letter-of-credit rights, or electronic6
1324+documents, and the secured party has control under section 4-7-106,7
1325+4-9-104, 4-9-105 4-9-105.5, 4-9-106, or 4-9-107, OR 4-9-107.5 pursuant8
1326+to the debtor's security agreement;
1327+OR9
1328+(E) T
1329+HE COLLATERAL IS CHATTEL PAPER, AND THE SECURED PARTY10
1330+HAS POSSESSION AND CONTROL UNDER SECTION 4-9-314.5 PURSUANT TO11
1331+THE DEBTOR'S SECURITY AGREEMENT.12
1332+SECTION 47. In Colorado Revised Statutes, 4-9-204, amend (b)13
1333+introductory portion; and add (b.1) as follows:14
1334+4-9-204. After-acquired property - future advances. (b) A
1335+15
1336+S
1337+UBJECT TO SUBSECTION (b.1) OF THIS SECTION, A security interest does16
1338+not attach under a term constituting an after-acquired property clause to:17
1339+(b.1) S
1340+UBSECTION (b) OF THIS SECTION DOES NOT PREVENT A18
1341+SECURITY INTEREST FROM ATTACHING :19
11781342 (1) T
1179-HE PURCHASER CAN EXERCISE THE POWER ONLY IF THE POWER
1180-ALSO IS EXERCISED BY THE OTHER PERSON
1181-; AND
1182-(2) THE OTHER PERSON:
1183-(A) C
1184-AN EXERCISE THE POWER WITHOUT EXERCISE OF THE POWER BY
1185-THE PURCHASER
1186-; OR
1187-(B) IS THE TRANSFEROR TO THE PURCHASER OF AN INTEREST IN THE
1188-CHATTEL PAPER
1189-.
1190-(f) I
1191-F A PURCHASER HAS THE POWERS SPECIFIED IN SUBSECTIONS
1192-(c)(3)(A) AND (c)(3)(B) OF THIS SECTION, THE POWERS ARE PRESUMED TO
1193-BE EXCLUSIVE
1194-.
1195-(g) A
1196- PURCHASER HAS CONTROL OF AN AUTHORITATIVE ELECTRONIC
1197-COPY OF A RECORD EVIDENCING CHATTEL PAPER IF ANOTHER PERSON
1198-, OTHER
1199-THAN THE TRANSFEROR TO THE PURCHASER OF AN INTEREST IN THE CHATTEL
1200-PAGE 31-SENATE BILL 23-090 PAPER:
1201-(1) H
1202-AS CONTROL OF THE AUTHORITATIVE ELECTRONIC COPY AND
1203-ACKNOWLEDGES THAT IT HAS CONTROL ON BEHALF OF THE PURCHASER
1204-; OR
1205-(2) OBTAINS CONTROL OF THE AUTHORITATIVE ELECTRONIC COPY
1206-AFTER HAVING ACKNOWLEDGED THAT IT WILL OBTAIN CONTROL OF THE
1207-ELECTRONIC COPY ON BEHALF OF THE PURCHASER
1208-.
1209-SECTION 45. In Colorado Revised Statutes, add 4-9-105.5 and
1210-4-9-107.5 as follows:
1211-4-9-105.5. Control of electronic money. (a) A
1212- PERSON HAS
1213-CONTROL OF ELECTRONIC MONEY IF
1214-:
1215-(1) T
1216-HE ELECTRONIC MONEY , A RECORD ATTACHED TO OR
1217-LOGICALLY ASSOCIATED WITH THE ELECTRONIC MONEY
1218-, OR A SYSTEM IN
1219-WHICH THE ELECTRONIC MONEY IS RECORDED GIVES THE PERSON
1220-:
1221-(A) P
1222-OWER TO AVAIL ITSELF OF SUBSTANTIALLY ALL THE BENEFIT
1223-FROM THE ELECTRONIC MONEY
1224-; AND
1225-(B) EXCLUSIVE POWER, SUBJECT TO SUBSECTION (b) OF THIS
1226-SECTION
1227-, TO:
1228-(i) P
1229-REVENT OTHERS FROM AVAILING THEMSELVES OF
1230-SUBSTANTIALLY ALL THE BENEFIT FROM THE ELECTRONIC MONEY
1231-; AND
1232-(ii) TRANSFER CONTROL OF THE ELECTRONIC MONEY TO ANOTHER
1233-PERSON OR CAUSE ANOTHER PERSON TO OBTAIN CONTROL OF OTHER
1234-ELECTRONIC MONEY AS A RESULT OF THE TRANSFER OF THE ELECTRONIC
1235-MONEY
1236-; AND
1237-(2) THE ELECTRONIC MONEY , A RECORD ATTACHED TO OR
1238-LOGICALLY ASSOCIATED WITH THE ELECTRONIC MONEY
1239-, OR A SYSTEM IN
1240-WHICH THE ELECTRONIC MONEY IS RECORDED ENABLES THE PERSON READILY
1241-TO IDENTIFY ITSELF IN ANY WAY
1242-, INCLUDING BY NAME , IDENTIFYING
1243-NUMBER
1244-, CRYPTOGRAPHIC KEY, OFFICE, OR ACCOUNT NUMBER, AS HAVING
1245-THE POWERS UNDER SUBSECTION
1246- (a)(1) OF THIS SECTION.
1247-PAGE 32-SENATE BILL 23-090 (b) SUBJECT TO SUBSECTION (c) OF THIS SECTION, A POWER IS
1248-EXCLUSIVE UNDER SUBSECTIONS
1249- (a)(1)(B)(i) AND (a)(1)(B)(ii) OF THIS
1250-SECTION EVEN IF
1251-:
1252-(1) T
1253-HE ELECTRONIC MONEY , A RECORD ATTACHED TO OR
1254-LOGICALLY ASSOCIATED WITH THE ELECTRONIC MONEY
1255-, OR A SYSTEM IN
1256-WHICH THE ELECTRONIC MONEY IS RECORDED LIMITS THE USE OF THE
1257-ELECTRONIC MONEY OR HAS A PROTOCOL PROGRAMMED TO CAUSE A
1258-CHANGE
1259-, INCLUDING A TRANSFER OR LOSS OF CONTROL ; OR
1260-(2) THE POWER IS SHARED WITH ANOTHER PERSON .
1261-(c) A
1262- POWER OF A PERSON IS NOT SHARED WITH ANOTHER PERSON
1263-UNDER SUBSECTION
1264- (b)(2) OF THIS SECTION AND THE PERSON'S POWER IS NOT
1265-EXCLUSIVE IF
1266-:
1267-(1) T
1268-HE PERSON CAN EXERCISE THE POWER ONLY IF THE POWER ALSO
1269-IS EXERCISED BY THE OTHER PERSON
1270-; AND
1271-(2) THE OTHER PERSON:
1272-(A) C
1273-AN EXERCISE THE POWER WITHOUT EXERCISE OF THE POWER BY
1274-THE PERSON
1275-; OR
1276-(B) IS THE TRANSFEROR TO THE PERSON OF AN INTEREST IN THE
1277-ELECTRONIC MONEY
1278-.
1279-(d) I
1280-F A PERSON HAS THE POWERS SPECIFIED IN SUBSECTIONS
1281-(a)(1)(B)(i) AND (a)(1)(B)(ii) OF THIS SECTION, THE POWERS ARE PRESUMED
1282-TO BE EXCLUSIVE
1283-.
1284-(e) A
1285- PERSON HAS CONTROL OF ELECTRONIC MONEY IF ANOTHER
1286-PERSON
1287-, OTHER THAN THE TRANSFEROR TO THE PERSON OF AN INTEREST IN
1288-THE ELECTRONIC MONEY
1289-:
1290-(1) H
1291-AS CONTROL OF THE ELECTRONIC MONEY AND ACKNOWLEDGES
1292-THAT IT HAS CONTROL ON BEHALF OF THE PERSON
1293-; OR
1294-(2) OBTAINS CONTROL OF THE ELECTRONIC MONEY AFTER HAVING
1295-ACKNOWLEDGED THAT IT WILL OBTAIN CONTROL OF THE ELECTRONIC MONEY
1296-PAGE 33-SENATE BILL 23-090 ON BEHALF OF THE PERSON.
1297-4-9-107.5. Control of controllable electronic record, controllable
1298-account, or controllable payment intangible. (a) A
1299- SECURED PARTY HAS
1300-CONTROL OF A CONTROLLABLE ELECTRONIC RECORD AS PROVIDED IN
1301-SECTION
1302-4-12-105.
1303-(b) A
1304- SECURED PARTY HAS CONTROL OF A CONTROLLABLE ACCOUNT
1305-OR CONTROLLABLE PAYMENT INTANGIBLE IF THE SECURED PARTY HAS
1306-CONTROL OF THE CONTROLLABLE ELECTRONIC RECORD THAT EVIDENCES THE
1307-CONTROLLABLE ACCOUNT OR CONTROLLABLE PAYMENT INTANGIBLE
1308-.
1309-SECTION 46. In Colorado Revised Statutes, 4-9-203, amend
1310-(b)(3)(A), (b)(3)(C), and (b)(3)(D); and add (b)(3)(E) as follows:
1311-4-9-203. Attachment and enforceability of security interest;
1312-proceeds; supporting obligations; formal requisites. (b) Except as
1313-otherwise provided in subsections (c) to (i) of this section, a security interest
1314-is enforceable against the debtor and third parties with respect to the
1315-collateral only if:
1316-(3) One of the following conditions is met:
1317-(A) The debtor has authenticated
1318- SIGNED a security agreement that
1319-provides a description of the collateral and, if the security interest covers
1320-timber to be cut, a description of the land concerned;
1321-(C) The collateral is a certificated security in registered form, and
1322-the security certificate has been delivered to the secured party under section
1323-4-8-301 pursuant to the debtor's security agreement; or
1324-(D) The collateral is CONTROLLABLE ACCOUNTS , CONTROLLABLE
1325-ELECTRONIC RECORDS
1326-, CONTROLLABLE PAYMENT INTANGIBLES , deposit
1327-accounts, electronic chattel paper
1328- ELECTRONIC DOCUMENTS , ELECTRONIC
1329-MONEY
1330-, investment property, OR letter-of-credit rights, or electronicdocuments, and the secured party has control under section 4-7-106,
1331-4-9-104, 4-9-105 4-9-105.5, 4-9-106, or 4-9-107, OR 4-9-107.5 pursuant to
1332-the debtor's security agreement;
1333-OR
1334-(E) THE COLLATERAL IS CHATTEL PAPER, AND THE SECURED PARTY
1335-PAGE 34-SENATE BILL 23-090 HAS POSSESSION AND CONTROL UNDER SECTION 4-9-314.5 PURSUANT TO THE
1336-DEBTOR
1337-'S SECURITY AGREEMENT.
1338-SECTION 47. In Colorado Revised Statutes, 4-9-204, amend (b)
1339-introductory portion; and add (b.1) as follows:
1340-4-9-204. After-acquired property - future advances. (b) ASUBJECT TO SUBSECTION (b.1) OF THIS SECTION, A security interest does not
1341-attach under a term constituting an after-acquired property clause to:
1342-(b.1) S
1343-UBSECTION (b) OF THIS SECTION DOES NOT PREVENT A
1344-SECURITY INTEREST FROM ATTACHING
1345-:
1346-(1) T
1347-O CONSUMER GOODS AS PROCEEDS UNDER SECTION 4-9-315 (a)
1348-OR COMMINGLED GOODS UNDER SECTION 4-9-336 (c);
1343+O CONSUMER GOODS AS PROCEEDS UNDER SECTION 4-9-31520
1344+(a)
1345+OR COMMINGLED GOODS UNDER SECTION 4-9-336 (c);21
13491346 (2) T
1350-O A COMMERCIAL TORT CLAIM AS PROCEEDS UNDER SECTION
1351-4-9-315 (a); OR
1352-(3) UNDER AN AFTER-ACQUIRED PROPERTY CLAUSE TO PROPERTY
1353-THAT IS PROCEEDS OF CONSUMER GOODS OR A COMMERCIAL TORT CLAIM
1354-.
1355-SECTION 48. In Colorado Revised Statutes, 4-9-207, amend (c)
1356-introductory portion as follows:
1357-4-9-207. Rights and duties of secured party having possession or
1358-control of collateral. (c) Except as otherwise provided in subsection (d)
1359-of this section, a secured party having possession of collateral or control of
1360-collateral under section 4-7-106, 4-9-104, 4-9-105, 4-9-105.5, 4-9-106, or
1361-4-9-107, OR 4-9-107.5:
1362-SECTION 49. In Colorado Revised Statutes, 4-9-208, amend (b)
1363-introductory portion, (b)(1), (b)(3), (b)(4), (b)(5), and (b)(6); and add (b)(7)
1364-and (b)(8) as follows:
1365-4-9-208. Additional duties of secured party having control of
1366-collateral. (b) Within five business days after receiving an authenticated
1367-A SIGNED demand by the debtor:
1368-(1) A secured party having control of a deposit account under
1369-PAGE 35-SENATE BILL 23-090 section 4-9-104 (a)(2) shall send to the bank with which the deposit account
1370-is maintained an authenticated statement A SIGNED RECORD that releases the
1371-bank from any further obligation to comply with instructions originated by
1372-the secured party;
1373-(3) A secured party, other than a buyer, having control of electronic
1374-chattel paper under section 4-9-105 shall: A SECURED PARTY, OTHER THAN
1375-A BUYER
1376-, HAVING CONTROL UNDER SECTION 4-9-105 OF AN AUTHORITATIVE
1377-ELECTRONIC COPY OF A RECORD EVIDENCING CHATTEL PAPER SHALL
1378-TRANSFER CONTROL OF THE ELECTRONIC COPY TO THE DEBTOR OR A PERSON
1379-DESIGNATED BY THE DEBTOR
1380-;
1381-(A) Communicate the authoritative copy of the electronic chattel
1382-paper to the debtor or its designated custodian;
1383-(B) If the debtor designates a custodian that is the designated
1384-custodian with which the authoritative copy of the electronic chattel paper
1385-is maintained for the secured party, communicate to the custodian an
1386-authenticated record releasing the designated custodian from any further
1387-obligation to comply with instructions originated by the secured party and
1388-instructing the custodian to comply with instructions originated by the
1389-debtor; and
1390-(C) Take appropriate action to enable the debtor or its designated
1391-custodian to make copies of or revisions to the authoritative copy which add
1392-or change an identified assignee of the authoritative copy without the
1393-consent of the secured party;
1394-(4) A secured party having control of investment property under
1395-section 4-8-106 (d)(2) or 4-9-106 (b) shall send to the securities
1396-intermediary or commodity intermediary with which the security entitlement
1397-or commodity contract is maintained an authenticated A SIGNED record that
1398-releases the securities intermediary or commodity intermediary from any
1399-further obligation to comply with entitlement orders or directions originated
1400-by the secured party;
1401-(5) A secured party having control of a letter-of-credit right under
1402-section 4-9-107 shall send to each person having an unfulfilled obligation
1403-to pay or deliver proceeds of the letter of credit to the secured party an
1404-authenticated A SIGNED release from any further obligation to pay or deliver
1405-PAGE 36-SENATE BILL 23-090 proceeds of the letter of credit to the secured party; and
1406-(6) A secured party having control of an electronic document shall:
1407-A SECURED PARTY HAVING CONTROL UNDER SECTION 4-7-106 OF AN
1408-AUTHORITATIVE ELECTRONIC COPY OF AN ELECTRONIC DOCUMENT SHALL
1409-TRANSFER CONTROL OF THE ELECTRONIC COPY TO THE DEBTOR OR A PERSON
1410-DESIGNATED BY THE DEBTOR
1411-;
1412-(A) Give control of the electronic document to the debtor or its
1413-designated custodian;
1414-(B) If the debtor designates a custodian that is the designated
1415-custodian with which the authoritative copy of the electronic document is
1416-maintained for the secured party, communicate to the custodian an
1417-authenticated record releasing the designated custodian from any further
1418-obligation to comply with instructions originated by the secured party and
1419-instructing the custodian to comply with instructions originated by the
1420-debtor; and
1421-(C) Take appropriate action to enable the debtor or its designated
1422-custodian to make copies of or revisions to the authoritative copy that add
1423-or change an identified assignee of the authoritative copy without the
1424-consent of the secured party.
1425-(7) A SECURED PARTY HAVING CONTROL UNDER SECTION 4-9-105.5
1426-OF ELECTRONIC MONEY SHALL TRANSFER CONTROL OF THE ELECTRONIC
1427-MONEY TO THE DEBTOR OR A PERSON DESIGNATED BY THE DEBTOR
1428-; AND
1429-(8) A SECURED PARTY HAVING CONTROL UNDER SECTION 4-12-105
1430-OF A CONTROLLABLE ELECTRONIC RECORD , OTHER THAN A BUYER OF A
1431-CONTROLLABLE ACCOUNT OR CONTROLLABLE PAYMENT INTANGIBLE
1432-EVIDENCED BY THE CONTROLLABLE ELECTRONIC RECORD
1433-, SHALL TRANSFER
1434-CONTROL OF THE CONTROLLABLE ELECTRONIC RECORD TO THE DEBTOR OR
1435-A PERSON DESIGNATED BY THE DEBTOR
1436-.
1437-SECTION 50. In Colorado Revised Statutes, 4-9-209, amend (b)
1438-as follows:
1439-4-9-209. Duties of secured party if account debtor has been
1347+O A COMMERCIAL TORT CLAIM AS PROCEEDS UNDER SECTION22
1348+4-9-315 (a);
1349+OR23
1350+(3) U
1351+NDER AN AFTER-ACQUIRED PROPERTY CLAUSE TO PROPERTY24
1352+THAT IS PROCEEDS OF CONSUMER GOODS OR A COMMERCIAL TORT CLAIM .25
1353+SECTION 48. In Colorado Revised Statutes, 4-9-207, amend (c)26
1354+introductory portion as follows:27
1355+090
1356+-41- 4-9-207. Rights and duties of secured party having possession1
1357+or control of collateral. (c) Except as otherwise provided in subsection2
1358+(d) of this section, a secured party having possession of collateral or3
1359+control of collateral under section 4-7-106, 4-9-104, 4-9-105, 4-9-105.5,4
1360+4-9-106, or 4-9-107, OR 4-9-107.5:5
1361+SECTION 49. In Colorado Revised Statutes, 4-9-208, amend (b)6
1362+introductory portion, (b)(1), (b)(3), (b)(4), (b)(5), and (b)(6); and add7
1363+(b)(7) and (b)(8) as follows:8
1364+4-9-208. Additional duties of secured party having control of9
1365+collateral. (b) Within five business days after receiving an authenticated10
1366+A SIGNED demand by the debtor:11
1367+(1) A secured party having control of a deposit account under12
1368+section 4-9-104 (a)(2) shall send to the bank with which the deposit13
1369+account is maintained an authenticated statement A SIGNED RECORD that14
1370+releases the bank from any further obligation to comply with instructions15
1371+originated by the secured party;16
1372+(3) A secured party, other than a buyer, having control of17
1373+electronic chattel paper under section 4-9-105 shall: A SECURED PARTY,18
1374+OTHER THAN A BUYER, HAVING CONTROL UNDER SECTION 4-9-105 OF AN19
1375+AUTHORITATIVE ELECTRONIC COPY OF A RECORD EVIDENCING CHATTEL20
1376+PAPER SHALL TRANSFER CONTROL OF THE ELECTRONIC COPY TO THE21
1377+DEBTOR OR A PERSON DESIGNATED BY THE DEBTOR ;22
1378+(A) Communicate the authoritative copy of the electronic chattel23
1379+paper to the debtor or its designated custodian;24
1380+(B) If the debtor designates a custodian that is the designated25
1381+custodian with which the authoritative copy of the electronic chattel paper26
1382+is maintained for the secured party, communicate to the custodian an27
1383+090
1384+-42- authenticated record releasing the designated custodian from any further1
1385+obligation to comply with instructions originated by the secured party and2
1386+instructing the custodian to comply with instructions originated by the3
1387+debtor; and4
1388+(C) Take appropriate action to enable the debtor or its designated5
1389+custodian to make copies of or revisions to the authoritative copy which6
1390+add or change an identified assignee of the authoritative copy without the7
1391+consent of the secured party;8
1392+(4) A secured party having control of investment property under9
1393+section 4-8-106 (d)(2) or 4-9-106 (b) shall send to the securities10
1394+intermediary or commodity intermediary with which the security11
1395+entitlement or commodity contract is maintained an authenticated A12
1396+SIGNED record that releases the securities intermediary or commodity13
1397+intermediary from any further obligation to comply with entitlement14
1398+orders or directions originated by the secured party;15
1399+(5) A secured party having control of a letter-of-credit right under16
1400+section 4-9-107 shall send to each person having an unfulfilled obligation17
1401+to pay or deliver proceeds of the letter of credit to the secured party an18
1402+authenticated A SIGNED release from any further obligation to pay or19
1403+deliver proceeds of the letter of credit to the secured party; and20
1404+(6) A secured party having control of an electronic document21
1405+shall: A SECURED PARTY HAVING CONTROL UNDER SECTION 4-7-106 OF AN22
1406+AUTHORITATIVE ELECTRONIC COPY OF AN ELECTRONIC DOCUMENT SHALL23
1407+TRANSFER CONTROL OF THE ELECTRONIC COPY TO THE DEBTOR OR A24
1408+PERSON DESIGNATED BY THE DEBTOR ;25
1409+(A) Give control of the electronic document to the debtor or its26
1410+designated custodian;27
1411+090
1412+-43- (B) If the debtor designates a custodian that is the designated1
1413+custodian with which the authoritative copy of the electronic document2
1414+is maintained for the secured party, communicate to the custodian an3
1415+authenticated record releasing the designated custodian from any further4
1416+obligation to comply with instructions originated by the secured party and5
1417+instructing the custodian to comply with instructions originated by the6
1418+debtor; and7
1419+(C) Take appropriate action to enable the debtor or its designated8
1420+custodian to make copies of or revisions to the authoritative copy that add9
1421+or change an identified assignee of the authoritative copy without the10
1422+consent of the secured party.11
1423+(7) A
1424+ SECURED PARTY HAVING CONTROL UNDER SECTION 4-9-105.512
1425+OF ELECTRONIC MONEY SHALL TRANSFER CONTROL OF THE ELECTRONIC13
1426+MONEY TO THE DEBTOR OR A PERSON DESIGNATED BY THE DEBTOR ; AND14
1427+(8) A
1428+ SECURED PARTY HAVING CONTROL UNDER SECTION 4-12-10515
1429+OF A CONTROLLABLE ELECTRONIC RECORD , OTHER THAN A BUYER OF A16
1430+CONTROLLABLE ACCOUNT OR CONTROLLABLE PAYMENT INTANGIBLE17
1431+EVIDENCED BY THE CONTROLLABLE ELECTRONIC RECORD , SHALL18
1432+TRANSFER CONTROL OF THE CONTROLLABLE ELECTRONIC RECORD TO THE19
1433+DEBTOR OR A PERSON DESIGNATED BY THE DEBTOR .20
1434+SECTION 50. In Colorado Revised Statutes, 4-9-209, amend (b)21
1435+as follows:22
1436+4-9-209. Duties of secured party if account debtor has been23
14401437 notified of assignment. (b) Within ten days after receiving an
1441-PAGE 37-SENATE BILL 23-090 authenticated A SIGNED demand by the debtor, a secured party shall send to
1442-an account debtor that has received notification under section 4-9-406 (a)
1443-OR 4-12-106 (b) of an assignment to the secured party as assignee undersection 4-9-406 (a) an authenticated A SIGNED record that releases the
1444-account debtor from any further obligation to the secured party.
1445-SECTION 51. In Colorado Revised Statutes, 4-9-210, amend
1446-(a)(2), (a)(3), (b), (c), and (d) introductory portion as follows:
1447-4-9-210. Request for accounting - request regarding list of
1448-collateral or statement of account - definitions. (a) In this section:
1449-(2) "Request for an accounting" means a record authenticated
1450-SIGNED by a debtor requesting that the recipient provide an accounting of
1451-the unpaid obligations secured by collateral and reasonably identifying the
1452-transaction or relationship that is the subject of the request.
1453-(3) "Request regarding a list of collateral" means a record
1454-authenticated
1455- SIGNED by a debtor requesting that the recipient approve or
1456-correct a list of what the debtor believes to be the collateral securing an
1457-obligation and reasonably identifying the transaction or relationship that is
1458-the subject of the request.
1459-(b) Subject to subsections (c), (d), (e), and (f) of this section, a
1460-secured party, other than a buyer of accounts, chattel paper, payment
1461-intangibles, or promissory notes or a consignor, shall comply with a request
1462-within fourteen days after receipt:
1463-(1) In the case of a request for an accounting, by authenticating
1464-SIGNING and sending to the debtor an accounting; and
1465-(2) In the case of a request regarding a list of collateral or a request
1466-regarding a statement of account, by authenticating SIGNING and sending to
1467-the debtor an approval or correction.
1468-(c) A secured party that claims a security interest in all of a
1469-particular type of collateral owned by the debtor may comply with a request
1470-regarding a list of collateral by sending to the debtor an authenticated
1471- A
1472-SIGNED
1473- record including a statement to that effect within fourteen days after
1474-receipt.
1475-PAGE 38-SENATE BILL 23-090 (d) A person that receives a request regarding a list of collateral,
1476-THAT claims no interest in the collateral when it receives the request, and
1477-that claimed an interest in the collateral at an earlier time shall comply with
1478-the request within fourteen days after receipt by sending to the debtor an
1479-authenticated A SIGNED record:
1480-SECTION 52. In Colorado Revised Statutes, 4-9-301, amend the
1481-introductory portion and (3) introductory portion as follows:
1482-4-9-301. Law governing perfection and priority of security
1483-interests. Except as otherwise provided in sections 4-9-303 to 4-9-306
1484-4-9-306.7, the following rules determine the law governing perfection, the
1485-effect of perfection or nonperfection, and the priority of a security interest
1486-in collateral:
1487-(3) Except as otherwise provided in paragraph
1488- SUBSECTION (4) of
1489-this section, while tangible negotiable TANGIBLE documents, goods,
1438+24
1439+authenticated A SIGNED demand by the debtor, a secured party shall send25
1440+to an account debtor that has received notification under section 4-9-40626
1441+(a)
1442+OR 4-12-106 (b) of an assignment to the secured party as assignee27
1443+090
1444+-44- under section 4-9-406 (a) an authenticated A SIGNED record that releases1
1445+the account debtor from any further obligation to the secured party.2
1446+SECTION 51. In Colorado Revised Statutes, 4-9-210, amend3
1447+(a)(2), (a)(3), (b), (c), and (d) introductory portion as follows: 4
1448+4-9-210. Request for accounting - request regarding list of5
1449+collateral or statement of account - definitions. (a) In this section:6
1450+(2) "Request for an accounting" means a record authenticated7
1451+SIGNED by a debtor requesting that the recipient provide an accounting of8
1452+the unpaid obligations secured by collateral and reasonably identifying9
1453+the transaction or relationship that is the subject of the request.10
1454+(3) "Request regarding a list of collateral" means a record11
1455+authenticated SIGNED by a debtor requesting that the recipient approve or12
1456+correct a list of what the debtor believes to be the collateral securing an13
1457+obligation and reasonably identifying the transaction or relationship that14
1458+is the subject of the request.15
1459+(b) Subject to subsections (c), (d), (e), and (f) of this section, a16
1460+secured party, other than a buyer of accounts, chattel paper, payment17
1461+intangibles, or promissory notes or a consignor, shall comply with a18
1462+request within fourteen days after receipt:19
1463+(1) In the case of a request for an accounting, by authenticating20
1464+SIGNING and sending to the debtor an accounting; and21
1465+(2) In the case of a request regarding a list of collateral or a22
1466+request regarding a statement of account, by authenticating SIGNING and23
1467+sending to the debtor an approval or correction.24
1468+(c) A secured party that claims a security interest in all of a25
1469+particular type of collateral owned by the debtor may comply with a26
1470+request regarding a list of collateral by sending to the debtor an27
1471+090
1472+-45- authenticated A SIGNED record including a statement to that effect within1
1473+fourteen days after receipt.2
1474+(d) A person that receives a request regarding a list of collateral,3
1475+THAT claims no interest in the collateral when it receives the request, and4
1476+that claimed an interest in the collateral at an earlier time shall comply5
1477+with the request within fourteen days after receipt by sending to the6
1478+debtor an authenticated
1479+ A SIGNED record:7
1480+SECTION 52. In Colorado Revised Statutes, 4-9-301, amend the8
1481+introductory portion and (3) introductory portion as follows:9
1482+4-9-301. Law governing perfection and priority of security10
1483+interests. Except as otherwise provided in sections 4-9-303 to 4-9-30611
1484+4-9-306.7, the following rules determine the law governing perfection,12
1485+the effect of perfection or nonperfection, and the priority of a security13
1486+interest in collateral:14
1487+(3) Except as otherwise provided in paragraph SUBSECTION (4) of15
1488+this section, while tangible negotiable TANGIBLE documents, goods,16
14901489 instruments,
14911490 OR TANGIBLE money or tangible chattel paper
1492- is located in a
1493-jurisdiction, the local law of that jurisdiction governs:
1494-SECTION 53. In Colorado Revised Statutes, 4-9-304, amend (a)
1495-as follows:
1496-4-9-304. Law governing perfection and priority of security
1497-interests in deposit accounts. (a) The local law of a bank's jurisdiction
1498-governs perfection, the effect of perfection or nonperfection, and the
1499-priority of a security interest in a deposit account maintained with that bank
1500-EVEN IF THE TRANSACTION DOES NOT BEAR ANY RELATION TO THE BANK 'S
1501-JURISDICTION
1502-.
1503-SECTION 54. In Colorado Revised Statutes, 4-9-305, add (a)(5)
1504-as follows:
1505-4-9-305. Law governing perfection and priority of security
1506-interests in investment property. (a) Except as otherwise provided in
1507-subsection (c) of this section, the following rules apply:
1491+ is located in17
1492+a jurisdiction, the local law of that jurisdiction governs:18
1493+SECTION 53. In Colorado Revised Statutes, 4-9-304, amend (a)19
1494+as follows:20
1495+4-9-304. Law governing perfection and priority of security21
1496+interests in deposit accounts. (a) The local law of a bank's jurisdiction22
1497+governs perfection, the effect of perfection or nonperfection, and the23
1498+priority of a security interest in a deposit account maintained with that24
1499+bank
1500+EVEN IF THE TRANSACTION DOES NOT BEAR ANY RELATION TO THE25
1501+BANK'S JURISDICTION.26
1502+SECTION 54. In Colorado Revised Statutes, 4-9-305, add (a)(5)27
1503+090
1504+-46- as follows:1
1505+4-9-305. Law governing perfection and priority of security2
1506+interests in investment property. (a) Except as otherwise provided in3
1507+subsection (c) of this section, the following rules apply:4
15081508 (5) S
1509-UBSECTIONS (a)(2), (a)(3), AND (a)(4) OF THIS SECTION APPLY
1510-EVEN IF THE TRANSACTION DOES NOT BEAR ANY RELATION TO THE
1511-JURISDICTION
1512-.
1513-PAGE 39-SENATE BILL 23-090 SECTION 55. In Colorado Revised Statutes, add 4-9-306.5 and
1514-4-9-306.7 as follows:
1515-4-9-306.5. Law governing perfection and priority of security
1509+UBSECTIONS (a)(2), (a)(3), AND (a)(4) OF THIS SECTION APPLY5
1510+EVEN IF THE TRANSACTION DOES NOT BEAR ANY RELATION TO THE6
1511+JURISDICTION.7
1512+SECTION 55. In Colorado Revised Statutes, add 4-9-306.5 and8
1513+4-9-306.7 as follows:9
1514+4-9-306.5. Law governing perfection and priority of security10
15161515 interests in chattel paper. (a) E
1517-XCEPT AS PROVIDED IN SUBSECTION (d) OF
1518-THIS SECTION
1519-, IF CHATTEL PAPER IS EVIDENCED ONLY BY AN AUTHORITATIVE
1520-ELECTRONIC COPY OF THE CHATTEL PAPER OR IS EVIDENCED BY AN
1521-AUTHORITATIVE ELECTRONIC COPY AND AN AUTHORITATIVE TANGIBLE COPY
1522-,
1523-THE LOCAL LAW OF THE CHATTEL PAPER 'S JURISDICTION GOVERNS
1524-PERFECTION
1525-, THE EFFECT OF PERFECTION OR NONPERFECTION , AND THE
1526-PRIORITY OF A SECURITY INTEREST IN THE CHATTEL PAPER
1527-, EVEN IF THE
1528-TRANSACTION DOES NOT BEAR ANY RELATION TO THE CHATTEL PAPER
1529-'S
1530-JURISDICTION
1531-.
1516+XCEPT AS PROVIDED IN SUBSECTION (d)11
1517+OF THIS SECTION, IF CHATTEL PAPER IS EVIDENCED ONLY BY AN12
1518+AUTHORITATIVE ELECTRONIC COPY OF THE CHATTEL PAPER OR IS13
1519+EVIDENCED BY AN AUTHORITATIVE ELECTRONIC COPY AND AN14
1520+AUTHORITATIVE TANGIBLE COPY , THE LOCAL LAW OF THE CHATTEL15
1521+PAPER'S JURISDICTION GOVERNS PERFECTION, THE EFFECT OF PERFECTION16
1522+OR NONPERFECTION, AND THE PRIORITY OF A SECURITY INTEREST IN THE17
1523+CHATTEL PAPER, EVEN IF THE TRANSACTION DOES NOT BEAR ANY18
1524+RELATION TO THE CHATTEL PAPER'S JURISDICTION.19
15321525 (b) T
1533-HE FOLLOWING RULES DETERMINE THE CHATTEL PAPER 'S
1534-JURISDICTION UNDER THIS SECTION
1535-:
1526+HE FOLLOWING RULES DETERMINE THE CHATTEL PAPER 'S20
1527+JURISDICTION UNDER THIS SECTION:21
15361528 (1) I
1537-F THE AUTHORITATIVE ELECTRONIC COPY OF THE RECORD
1538-EVIDENCING CHATTEL PAPER
1539-, OR A RECORD ATTACHED TO OR LOGICALLY
1540-ASSOCIATED WITH THE ELECTRONIC COPY AND READILY AVAILABLE FOR
1541-REVIEW
1542-, EXPRESSLY PROVIDES THAT A PARTICULAR JURISDICTION IS THE
1543-CHATTEL PAPER
1544-'S JURISDICTION FOR PURPOSES OF THIS PART 3, THIS ARTICLE
1545-9, OR THIS TITLE 4, THAT JURISDICTION IS THE CHATTEL PAPER 'S
1546-JURISDICTION
1547-.
1529+F THE AUTHORITATIVE ELECTRONIC COPY OF THE RECORD22
1530+EVIDENCING CHATTEL PAPER, OR A RECORD ATTACHED TO OR LOGICALLY23
1531+ASSOCIATED WITH THE ELECTRONIC COPY AND READILY AVAILABLE FOR24
1532+REVIEW, EXPRESSLY PROVIDES THAT A PARTICULAR JURISDICTION IS THE25
1533+CHATTEL PAPER'S JURISDICTION FOR PURPOSES OF THIS PART 3, THIS26
1534+ARTICLE 9, OR THIS TITLE 4, THAT JURISDICTION IS THE CHATTEL PAPER'S27
1535+090
1536+-47- JURISDICTION.1
15481537 (2) I
1549-F SUBSECTION (b)(1) OF THIS SECTION DOES NOT APPLY AND THE
1550-RULES OF THE SYSTEM IN WHICH THE AUTHORITATIVE ELECTRONIC COPY IS
1551-RECORDED ARE READILY AVAILABLE FOR REVIEW AND EXPRESSLY PROVIDE
1552-THAT A PARTICULAR JURISDICTION IS THE CHATTEL PAPER
1553-'S JURISDICTION
1554-FOR PURPOSES OF THIS PART
1555-3, THIS ARTICLE 9, OR THIS TITLE 4, THAT
1556-JURISDICTION IS THE CHATTEL PAPER
1557-'S JURISDICTION.
1538+F SUBSECTION (b)(1) OF THIS SECTION DOES NOT APPLY AND2
1539+THE RULES OF THE SYSTEM IN WHICH THE AUTHORITATIVE ELECTRONIC3
1540+COPY IS RECORDED ARE READILY AVAILABLE FOR REVIEW AND EXPRESSLY4
1541+PROVIDE THAT A PARTICULAR JURISDICTION IS THE CHATTEL PAPER 'S5
1542+JURISDICTION FOR PURPOSES OF THIS PART 3, THIS ARTICLE 9, OR THIS6
1543+TITLE 4, THAT JURISDICTION IS THE CHATTEL PAPER'S JURISDICTION.7
15581544 (3) I
1559-F SUBSECTIONS (b)(1) AND (b)(2) OF THIS SECTION DO NOT
1560-APPLY AND THE AUTHORITATIVE ELECTRONIC COPY
1561-, OR A RECORD ATTACHED
1562-TO OR LOGICALLY ASSOCIATED WITH THE ELECTRONIC COPY AND READILY
1563-AVAILABLE FOR REVIEW
1564-, EXPRESSLY PROVIDES THAT THE CHATTEL PAPER IS
1565-GOVERNED BY THE LAW OF A PARTICULAR JURISDICTION
1566-, THAT JURISDICTION
1567-IS THE CHATTEL PAPER
1568-'S JURISDICTION.
1545+F SUBSECTIONS (b)(1) AND (b)(2) OF THIS SECTION DO NOT8
1546+APPLY AND THE AUTHORITATIVE ELECTRONIC COPY , OR A RECORD9
1547+ATTACHED TO OR LOGICALLY ASSOCIATED WITH THE ELECTRONIC COPY10
1548+AND READILY AVAILABLE FOR REVIEW , EXPRESSLY PROVIDES THAT THE11
1549+CHATTEL PAPER IS GOVERNED BY THE LAW OF A PARTICULAR12
1550+JURISDICTION, THAT JURISDICTION IS THE CHATTEL PAPER'S JURISDICTION.13
15691551 (4) I
1570-F SUBSECTIONS (b)(1), (b)(2), AND (b)(3) OF THIS SECTION DO
1571-PAGE 40-SENATE BILL 23-090 NOT APPLY AND THE RULES OF THE SYSTEM IN WHICH THE AUTHORITATIVE
1572-ELECTRONIC COPY IS RECORDED ARE READILY AVAILABLE FOR REVIEW AND
1573-EXPRESSLY PROVIDE THAT THE CHATTEL PAPER OR THE SYSTEM IS
1574-GOVERNED BY THE LAW OF A PARTICULAR JURISDICTION
1575-, THAT JURISDICTION
1576-IS THE CHATTEL PAPER
1577-'S JURISDICTION.
1552+F SUBSECTIONS (b)(1), (b)(2), AND (b)(3) OF THIS SECTION DO14
1553+NOT APPLY AND THE RULES OF THE SYSTEM IN WHICH THE AUTHORITATIVE15
1554+ELECTRONIC COPY IS RECORDED ARE READILY AVAILABLE FOR REVIEW16
1555+AND EXPRESSLY PROVIDE THAT THE CHATTEL PAPER OR THE SYSTEM IS17
1556+GOVERNED BY THE LAW OF A PARTICULAR JURISDICTION , THAT18
1557+JURISDICTION IS THE CHATTEL PAPER'S JURISDICTION.19
15781558 (5) I
1579-F SUBSECTIONS (b)(1) TO (b)(4) OF THIS SECTION DO NOT APPLY,
1580-THE CHATTEL PAPER'S JURISDICTION IS THE JURISDICTION IN WHICH THE
1581-DEBTOR IS LOCATED
1582-.
1559+F SUBSECTIONS (b)(1) TO (b)(4) OF THIS SECTION DO NOT20
1560+APPLY, THE CHATTEL PAPER'S JURISDICTION IS THE JURISDICTION IN WHICH21
1561+THE DEBTOR IS LOCATED.22
15831562 (c) I
1584-F AN AUTHORITATIVE TANGIBLE COPY OF A RECORD EVIDENCES
1585-CHATTEL PAPER AND THE CHATTEL PA PER IS NOT EVIDENCED BY AN
1586-AUTHORITATIVE ELECTRONIC COPY
1587-, WHILE THE AUTHORITATIVE TANGIBLE
1588-COPY OF THE RECORD EVIDENCING CHATTEL PAPER IS LOCATED IN A
1589-JURISDICTION
1590-, THE LOCAL LAW OF THAT JURISDICTION GOVERNS :
1563+F AN AUTHORITATIVE TANGIBLE COPY OF A RECORD EVIDENCES23
1564+CHATTEL PAPER AND THE CHATTEL PA PER IS NOT EVIDENCED BY AN24
1565+AUTHORITATIVE ELECTRONIC COPY , WHILE THE AUTHORITATIVE TANGIBLE25
1566+COPY OF THE RECORD EVIDENCING CHATTEL PAPER IS LOCATED IN A26
1567+JURISDICTION, THE LOCAL LAW OF THAT JURISDICTION GOVERNS :27
1568+090
1569+-48- (1) PERFECTION OF A SECURITY INTEREST IN THE CHATTEL PAPER1
1570+BY POSSESSION UNDER SECTION 4-9-314.5; AND2
1571+(2) T
1572+HE EFFECT OF PERFECTION OR NONPERFECTION AND THE3
1573+PRIORITY OF A SECURITY INTEREST IN THE CHATTEL PAPER .4
1574+(d) T
1575+HE LOCAL LAW OF THE JURISDICTION IN WHICH THE DEBTOR5
1576+IS LOCATED GOVERNS PERFECTION OF A SECURITY INTEREST IN CHATTEL6
1577+PAPER BY FILING.7
1578+4-9-306.7. Law governing perfection and priority of security8
1579+interests in controllable accounts, controllable electronic records, and9
1580+controllable payment intangibles. (a) E
1581+XCEPT AS PROVIDED IN10
1582+SUBSECTION (b) OF THIS SECTION, THE LOCAL LAW OF THE CONTROLLABLE11
1583+ELECTRONIC RECORD'S JURISDICTION SPECIFIED IN SECTION 4-12-107 (c)12
1584+AND (d) GOVERNS PERFECTION , THE EFFECT OF PERFECTION OR13
1585+NONPERFECTION, AND THE PRIORITY OF A SECURITY INTEREST IN A14
1586+CONTROLLABLE ELECTRONIC RECORD AND A SECURITY INTEREST IN A15
1587+CONTROLLABLE ACCOUNT OR CONTROLLABLE PAYMENT INTANGIBLE16
1588+EVIDENCED BY THE CONTROLLABLE ELECTRONIC RECORD .17
1589+(b) T
1590+HE LOCAL LAW OF THE JURISDICTION IN WHICH THE DEBTOR18
1591+IS LOCATED GOVERNS:19
15911592 (1) P
1592-ERFECTION OF A SECURITY INTEREST IN THE CHATTEL PAPER BY
1593-POSSESSION UNDER SECTION
1594-4-9-314.5; AND
1595-(2) THE EFFECT OF PERFECTION OR NONPERFECTION AND THE
1596-PRIORITY OF A SECURITY INTEREST IN THE CHATTEL PAPER
1597-.
1598-(d) T
1599-HE LOCAL LAW OF THE JURISDICTION IN WHICH THE DEBTOR IS
1600-LOCATED GOVERNS PERFECTION OF A SECURITY INTEREST IN CHATTEL PAPER
1601-BY FILING
1602-.
1603-4-9-306.7. Law governing perfection and priority of security
1604-interests in controllable accounts, controllable electronic records, and
1605-controllable payment intangibles. (a) E
1606-XCEPT AS PROVIDED IN
1607-SUBSECTION
1608- (b) OF THIS SECTION, THE LOCAL LAW OF THE CONTROLLABLE
1609-ELECTRONIC RECORD
1610-'S JURISDICTION SPECIFIED IN SECTION 4-12-107 (c) AND
1611-(d) GOVERNS PERFECTION, THE EFFECT OF PERFECTION OR NONPERFECTION ,
1612-AND THE PRIORITY OF A SECURITY INTEREST IN A CONTROLLABLE
1613-ELECTRONIC RECORD AND A SECURITY INTEREST IN A CONTROLLABLE
1614-ACCOUNT OR CONTROLLABLE PAYMENT INTANGIBLE EVIDENCED BY THE
1615-CONTROLLABLE ELECTRONIC RECORD
1616-.
1593+ERFECTION OF A SECURITY INTEREST IN A CONTROLLABLE20
1594+ACCOUNT, CONTROLLABLE ELECTRONIC RECORD , OR CONTROLLABLE21
1595+PAYMENT INTANGIBLE BY FILING; AND22
1596+(2) A
1597+UTOMATIC PERFECTION OF A SECURITY INTEREST IN A23
1598+CONTROLLABLE PAYMENT INTANGIBLE CREATED BY A SALE OF THE24
1599+CONTROLLABLE PAYMENT INTANGIBLE .25
1600+SECTION 56. In Colorado Revised Statutes, 4-9-310, amend26
1601+(b)(8); and add (b)(8.1) as follows:27
1602+090
1603+-49- 4-9-310. When filing required to perfect security interest or1
1604+agricultural lien - security interests and agricultural liens to which2
1605+filing provisions do not apply. (b) The filing of a financing statement3
1606+is not necessary to perfect a security interest:4
1607+(8) In
1608+CONTROLLABLE ACCOUNTS , CONTROLLABLE ELECTRONIC5
1609+RECORDS, CONTROLLABLE PAYMENT INTANGIBLES , deposit accounts,6
1610+electronic chattel paper,
1611+ electronic documents, investment property, or7
1612+letter-of-credit rights that is perfected by control under section 4-9-314;8
1613+(8.1) I
1614+N CHATTEL PAPER THAT IS PERFECTED BY POSSESSION AND9
1615+CONTROL UNDER SECTION 4-9-314.5;10
1616+SECTION 57. In Colorado Revised Statutes, 4-9-312, amend (a),11
1617+(b)(2), (b)(3), and (e); and add (b)(4) as follows:12
1618+4-9-312. Perfection of security interests in chattel paper,13
1619+controllable accounts, controllable electronic records, controllable14
1620+payment intangibles, deposit accounts, documents, goods covered by15
1621+documents, instruments, investment property, letter-of-credit rights,16
1622+and money - perfection by permissive filing - temporary perfection17
1623+without filing or transfer of possession. (a) A security interest in18
1624+chattel paper, negotiable documents
1625+ CONTROLLABLE ACCOUNTS ,19
1626+CONTROLLABLE ELECTRONIC RECORDS , CONTROLLABLE PAYMENT20
1627+INTANGIBLES, instruments, or investment property, OR NEGOTIABLE21
1628+DOCUMENTS may be perfected by filing.22
1629+(b) Except as otherwise provided in section 4-9-315 (c) and (d) for23
1630+proceeds:24
1631+(2) Except as otherwise provided in section 4-9-308 (d), a security25
1632+interest in a letter-of-credit right may be perfected only by control under26
1633+section 4-9-314; and27
1634+090
1635+-50- (3) A security interest in TANGIBLE money may be perfected only1
1636+by the secured party's taking possession under section 4-9-313;
1637+AND2
1638+(4) A
1639+ SECURITY INTEREST IN ELECTRONIC MONEY MAY BE3
1640+PERFECTED ONLY BY CONTROL UNDER SECTION 4-9-314.4
1641+(e) A security interest in certificated securities, negotiable5
1642+documents, or instruments is perfected without filing or the taking of6
1643+possession or control for a period of twenty days from the time it attaches7
1644+to the extent that it arises for new value given under an authenticated
1645+ A8
1646+SIGNED security agreement.9
1647+SECTION 58. In Colorado Revised Statutes, 4-9-313, amend (a),10
1648+(c), and (d) as follows:11
1649+4-9-313. When possession by or delivery to secured party12
1650+perfects security interest without filing. (a) Except as otherwise13
1651+provided in subsection (b) of this section, a secured party may perfect a14
1652+security interest in tangible negotiable documents, goods, instruments,15
1653+NEGOTIABLE TANGIBLE DOCUMENTS , OR TANGIBLE money or tangible16
1654+chattel paper by taking possession of the collateral. A secured party may17
1655+perfect a security interest in certificated securities by taking delivery of18
1656+the certificated securities under section 4-8-301.19
1657+(c) With respect to collateral other than certificated securities and20
1658+goods covered by a document, a secured party takes possession of21
1659+collateral in the possession of a person other than the debtor, the secured22
1660+party, or a lessee of the collateral from the debtor in the ordinary course23
1661+of the debtor's business when:24
1662+(1) The person in possession authenticates SIGNS a record25
1663+acknowledging that it holds possession of the collateral for the secured26
1664+party's benefit; or27
1665+090
1666+-51- (2) The person takes possession of the collateral after having1
1667+authenticated SIGNED a record acknowledging that it will hold possession2
1668+of
1669+THE collateral for the secured party's benefit.3
1670+(d) If perfection of a security interest depends upon possession of4
1671+the collateral by a secured party, perfection occurs no
1672+ NOT earlier than the5
1673+time the secured party takes possession and continues only while the6
1674+secured party retains possession.7
1675+SECTION 59. In Colorado Revised Statutes, 4-9-314, amend (a),8
1676+(b), and (c) introductory portion as follows:9
1677+4-9-314. Perfection by control. (a) A security interest in10
1678+investment property, deposit accounts, letter-of-credit rights, electronic11
1679+chattel paper, or electronic documents CONTROLLABLE ACCOUNTS ,12
1680+CONTROLLABLE ELECTRONIC RECORDS , CONTROLLABLE PAYMENT13
1681+INTANGIBLES, DEPOSIT ACCOUNTS, ELECTRONIC DOCUMENTS, ELECTRONIC14
1682+MONEY, INVESTMENT PROPERTY, OR LETTER-OF-CREDIT RIGHTS may be15
1683+perfected by control of the collateral under section 4-7-106, 4-9-104,16
1684+4-9-105 4-9-105.5, 4-9-106, or 4-9-107, OR 4-9-107.5.17
1685+(b) A security interest in deposit accounts, electronic chattel18
1686+paper, letter-of-credit rights, or electronic documents CONTROLLABLE19
1687+ACCOUNTS, CONTROLLABLE ELECTRONIC RECORDS , CONTROLLABLE20
1688+PAYMENT INTANGIBLES, DEPOSIT ACCOUNTS, ELECTRONIC DOCUMENTS ,21
1689+ELECTRONIC MONEY, OR LETTER-OF-CREDIT RIGHTS is perfected by control22
1690+under section 4-7-106, 4-9-104, 4-9-105, or 4-9-105.5, 4-9-107, when OR23
1691+4-9-107.5
1692+ NOT EARLIER THAN THE TIME the secured party obtains control24
1693+and remains perfected by control only while the secured party retains25
1694+control.26
1695+(c) A security interest in investment property is perfected by27
1696+090
1697+-52- control under section 4-9-106 from NOT EARLIER THAN the time the1
1698+secured party obtains control and remains perfected by control until:2
1699+SECTION 60. In Colorado Revised Statutes, add 4-9-314.5 as3
1700+follows:4
1701+4-9-314.5. Perfection by possession and control of chattel5
1702+paper. (a) A
1703+ SECURED PARTY MAY PERFECT A SECURITY INTEREST IN6
1704+CHATTEL PAPER BY TAKING POSSESSION OF EACH AUTHORITATIVE7
1705+TANGIBLE COPY OF THE RECORD EVIDENCING THE CHATTEL PAPER AND8
1706+OBTAINING CONTROL OF EACH AUTHORITATIVE ELECTRONIC COPY OF THE9
1707+ELECTRONIC RECORD EVIDENCING THE CHATTEL PAPER .10
1708+(b) A
1709+ SECURITY INTEREST IS PERFECTED UNDER SUBSECTION (a) OF11
1710+THIS SECTION NOT EARLIER THAN THE TIME THE SECURED PARTY TAKES12
1711+POSSESSION AND OBTAINS CONTROL AND REMAINS PERFECTED UNDER13
1712+SUBSECTION (a) OF THIS SECTION ONLY WHILE THE SECURED PARTY14
1713+RETAINS POSSESSION AND CONTROL .15
1714+(c) S
1715+ECTION 4-9-313 (c) AND (f) TO (i) APPLIES TO PERFECTION BY16
1716+POSSESSION OF AN AUTHORITATIVE TANGIBLE COPY OF A RECORD17
1717+EVIDENCING CHATTEL PAPER.18
1718+SECTION 61. In Colorado Revised Statutes, 4-9-316, amend (a)19
1719+introductory portion and (f) introductory portion as follows:20
1720+4-9-316. Continued perfection of security interest following21
1721+change in governing law. (a) A security interest perfected pursuant to22
1722+the law of the jurisdiction designated in section 4-9-301 (1), or
1723+ 4-9-30523
1724+(c), 4-9-306.5 (d),
1725+OR 4-9-306.7 (b) remains perfected until the earliest of:24
1726+(f) A security interest in
1727+CHATTEL PAPER, CONTROLLABLE25
1728+ACCOUNTS, CONTROLLABLE ELECTRONIC RECORDS , CONTROLLABLE26
1729+PAYMENT INTANGIBLES , deposit accounts, letter-of-credit rights, or27
1730+090
1731+-53- investment property which is perfected under the law of the CHATTEL1
1732+PAPER'S JURISDICTION, THE CONTROLLABLE ELECTRONIC RECORD 'S2
1733+JURISDICTION, THE bank's jurisdiction, the issuer's jurisdiction, a3
1734+nominated person's jurisdiction, the securities intermediary's jurisdiction,4
1735+or the commodity intermediary's jurisdiction, as applicable, remains5
1736+perfected until the earlier of:6
1737+SECTION 62. In Colorado Revised Statutes, 4-9-317, amend (b)7
1738+and (d); and add (f), (g), (h), and (i) as follows:8
1739+4-9-317. Interests that take priority over or take free of9
1740+security interest or agricultural lien. (b) Except as otherwise provided10
1741+in subsection (e) of this section, a buyer, other than a secured party, of11
1742+tangible chattel paper, tangible documents, goods, instruments, TANGIBLE12
1743+DOCUMENTS, or a certificated security takes free of a security interest or13
1744+agricultural lien if the buyer gives value and receives delivery of the14
1745+collateral without knowledge of the security interest or agricultural lien15
1746+and before it is perfected.16
1747+(d) S
1748+UBJECT TO SUBSECTIONS (f) TO (i) OF THIS SECTION, a17
1749+licensee of a general intangible or a buyer, other than a secured party, of18
1750+collateral other than tangible chattel paper, tangible documents,
1751+19
1752+ELECTRONIC MONEY, goods, instruments, TANGIBLE DOCUMENTS , or a20
1753+certificated security takes free of a security interest if the licensee or21
1754+buyer gives value without knowledge of the security interest and before22
1755+it is perfected.23
1756+(f) A
1757+ BUYER, OTHER THAN A SECURED PARTY, OF CHATTEL PAPER24
1758+TAKES FREE OF A SECURITY INTEREST IF, WITHOUT KNOWLEDGE OF THE25
1759+SECURITY INTEREST AND BEFORE IT IS PERFECTED , THE BUYER GIVES26
1760+VALUE AND:27
1761+090
1762+-54- (1) RECEIVES DELIVERY OF EACH AUTHORITATIVE TANGIBLE COPY1
1763+OF THE RECORD EVIDENCING THE CHATTEL PAPER ; AND2
1764+(2) I
1765+F EACH AUTHORITATIVE ELECTRONIC COPY OF THE RECORD3
1766+EVIDENCING THE CHATTEL PAPER CAN BE SUBJECTED TO CONTROL UNDER4
1767+SECTION 4-9-105, OBTAINS CONTROL OF EACH AUTHORITATIVE5
1768+ELECTRONIC COPY.6
1769+(g) A
1770+ BUYER OF AN ELECTRONIC DOCUMENT TAKES FREE OF A7
1771+SECURITY INTEREST IF, WITHOUT KNOWLEDGE OF THE SECURITY INTEREST8
1772+AND BEFORE IT IS PERFECTED, THE BUYER GIVES VALUE AND , IF EACH9
1773+AUTHORITATIVE ELECTRONIC COPY OF THE DOCUMENT CAN BE SUBJECTED10
1774+TO CONTROL UNDER SECTION 4-7-106, OBTAINS CONTROL OF EACH11
1775+AUTHORITATIVE ELECTRONIC COPY .12
1776+(h) A
1777+ BUYER OF A CONTROLLABLE ELECTRONIC RECORD TAKES13
1778+FREE OF A SECURITY INTEREST IF, WITHOUT KNOWLEDGE OF THE SECURITY14
1779+INTEREST AND BEFORE IT IS PERFECTED, THE BUYER GIVES VALUE AND15
1780+OBTAINS CONTROL OF THE CONTROLLABLE ELECTRONIC RECORD .16
1781+(i) A
1782+ BUYER, OTHER THAN A SECURED PARTY, OF A CONTROLLABLE17
1783+ACCOUNT OR A CONTROLLABLE PAYMENT INTANGIBLE TAKES FREE OF A18
1784+SECURITY INTEREST IF, WITHOUT KNOWLEDGE OF THE SECURITY INTEREST19
1785+AND BEFORE IT IS PERFECTED, THE BUYER GIVES VALUE AND OBTAINS20
1786+CONTROL OF THE CONTROLLABLE ACCOUNT OR CONTROLLABLE PAYMENT21
1787+INTANGIBLE.22
1788+SECTION 63. In Colorado Revised Statutes, 4-9-323, amend (d)23
1789+introductory portion and (f) introductory portion as follows:24
1790+4-9-323. Future advances. (d) Except as otherwise provided in25
1791+subsection (e) of this section, a buyer of goods other than a buyer in
1792+26
1793+ordinary course of business takes free of a security interest to the extent27
1794+090
1795+-55- that it secures advances made after the earlier of:1
1796+(f) Except as otherwise provided in subsection (g) of this section,2
1797+a lessee of goods other than a lessee in ordinary course of business, takes3
1798+the leasehold interest free of a security interest to the extent that it secures4
1799+advances made after the earlier of:5
1800+SECTION 64. In Colorado Revised Statutes, 4-9-324, amend6
1801+(b)(2) and (d)(2) as follows:7
1802+4-9-324. Priority of purchase-money security interests.8
1803+(b) Subject to subsection (c) of this section and except as otherwise9
1804+provided in subsection (g) of this section, a perfected purchase-money10
1805+security interest in inventory has priority over a conflicting security11
1806+interest in the same inventory, has priority over a conflicting security12
1807+interest in chattel paper or an instrument constituting proceeds of the13
1808+inventory and in proceeds of the chattel paper, if so provided in section14
1809+4-9-330, and, except as otherwise provided in section 4-9-327, also has15
1810+priority in identifiable cash proceeds of the inventory to the extent the16
1811+identifiable cash proceeds are received on or before the delivery of the17
1812+inventory to a buyer, if:18
1813+(2) The purchase-money secured party sends an authenticated A19
1814+SIGNED notification to the holder of the conflicting security interest;20
1815+(d) Subject to subsection (e) of this section and except as21
1816+otherwise provided in subsection (g) of this section, a perfected22
1817+purchase-money security interest in livestock that are farm products has23
1818+priority over a conflicting security interest in the same livestock, and,24
1819+except as otherwise provided in section 4-9-327, a perfected security25
1820+interest in their identifiable proceeds and identifiable products in their26
1821+unmanufactured states also has priority, if:27
1822+090
1823+-56- (2) The purchase-money secured party sends an authenticated A1
1824+SIGNED notification to the holder of the conflicting security interest;2
1825+SECTION 65. In Colorado Revised Statutes, add 4-9-326.5 as3
1826+follows:4
1827+4-9-326.5. Priority of security interest in controllable account,5
1828+controllable electronic record, and controllable payment intangible.6
1829+A
1830+ SECURITY INTEREST IN A CONTROLLABLE ACCOUNT , CONTROLLABLE7
1831+ELECTRONIC RECORD, OR CONTROLLABLE PAYMENT INTANGIBLE HELD BY8
1832+A SECURED PARTY HAVING CONTROL OF THE ACCOUNT , ELECTRONIC9
1833+RECORD, OR PAYMENT INTANGIBLE HAS PRIORITY OVER A CONFLICTING10
1834+SECURITY INTEREST HELD BY A SECURED PARTY THAT DOES NOT HAVE11
1835+CONTROL.12
1836+SECTION 66. In Colorado Revised Statutes, 4-9-330, amend (a),13
1837+(b), and (f) as follows:14
1838+4-9-330. Priority of purchaser of chattel paper or instrument.15
1839+(a) A purchaser of chattel paper has priority over a security interest in the16
1840+chattel paper which is claimed merely as proceeds of inventory subject to17
1841+a security interest if:18
1842+(1) In good faith and in the ordinary course of the purchaser's19
1843+business, the purchaser gives new value, and
1844+ takes possession of EACH20
1845+AUTHORITATIVE TANGIBLE COPY OF THE RECORD EVIDENCING the chattel21
1846+paper, or AND obtains control of UNDER SECTION 4-9-105 OF EACH22
1847+AUTHORITATIVE ELECTRONIC COPY OF THE RECORD EVIDENCING the23
1848+chattel paper; under section 4-9-105; and24
1849+(2) The
1850+AUTHORITATIVE COPIES OF THE RECORD EVIDENCING THE25
1851+chattel paper does
1852+ DO not indicate that it THE CHATTEL PAPER has been26
1853+assigned to an identified assignee other than the purchaser.27
1854+090
1855+-57- (b) A purchaser of chattel paper has priority over a security1
1856+interest in the chattel paper which is claimed other than merely as2
1857+proceeds of inventory subject to a security interest if the purchaser gives3
1858+new value, and takes possession of EACH AUTHORITATIVE TANGIBLE COPY4
1859+OF THE RECORD EVIDENCING the chattel paper, or AND obtains control of5
1860+UNDER SECTION 4-9-105 OF EACH AUTHORITATIVE ELECTRONIC COPY OF6
1861+THE RECORD EVIDENCING the chattel paper under section 4-9-105 in good7
1862+faith, in the ordinary course of the purchaser's business, and without8
1863+knowledge that the purchase violates the rights of the secured party.9
1864+(f) For purposes of subsections (b) and (d) of this section, if
1865+THE10
1866+AUTHORITATIVE COPIES OF THE RECORD EVIDENCING chattel paper or an11
1867+instrument indicates that it
1868+ THE CHATTEL PAPER OR INSTRUMENT has been12
1869+assigned to an identified secured party other than the purchaser, a13
1870+purchaser of the chattel paper or instrument has knowledge that the14
1871+purchase violates the rights of the secured party.15
1872+SECTION 67. In Colorado Revised Statutes, 4-9-331, amend (a)16
1873+and (b) as follows:17
1874+4-9-331. Priority of rights of purchasers of controllable18
1875+accounts, controllable electronic records, controllable payment19
1876+intangibles, documents, instruments, and securities under other20
1877+articles - priority of interests in financial assets and security21
1878+entitlements and protection against assertion of claim under articles22
1879+8 and 12. (a) This article ARTICLE 9 does not limit the rights of a holder23
1880+in due course of a negotiable instrument, a holder to which a negotiable24
1881+document of title has been duly negotiated, or a protected purchaser of a25
1882+security,
1883+OR A QUALIFYING PURCHASER OF A CONTROLLABLE ACCOUNT ,26
1884+CONTROLLABLE ELECTRONIC RECORD , OR CONTROLLABLE PAYMENT27
1885+090
1886+-58- INTANGIBLE. These holders or purchasers take priority over an earlier1
1887+security interest, even if perfected, to the extent provided in articles 3, 7,2
1888+and 8, AND 12 of this title TITLE 4.3
1889+(b) This article ARTICLE 9 does not limit the rights of or impose4
1890+liability on a person to the extent that the person is protected against the5
1891+assertion of a claim under article 8
1892+OR 12 of this title
1893+ TITLE 4.6
1894+SECTION 68. In Colorado Revised Statutes, amend 4-9-332 as7
1895+follows:8
1896+4-9-332. Transfer of tangible money - transfer of funds from9
1897+deposit account. (a) A transferee of
1898+TANGIBLE money takes the money10
1899+free of a security interest unless the transferee acts
1900+ IF THE TRANSFEREE11
1901+RECEIVES POSSESSION OF THE MONEY WITHOUT ACTING in collusion with12
1902+the debtor in violating the rights of the secured party.13
1903+(b) A transferee of funds from a deposit account takes the funds14
1904+free of a security interest in the deposit account unless the transferee acts15
1905+IF THE TRANSFEREE RECEIVES THE FUNDS WITHOUT ACTING in collusion16
1906+with the debtor in violating the rights of the secured party.17
1907+(c) A
1908+ TRANSFEREE OF ELECTRONIC MONEY TAKES THE MONEY FREE18
1909+OF A SECURITY INTEREST IF THE TRANSFEREE OBTAINS CONTROL OF THE19
1910+MONEY WITHOUT ACTING IN COLLUSION WITH THE DEBTOR IN VIOLATING20
1911+THE RIGHTS OF THE SECURED PARTY.21
1912+SECTION 69. In Colorado Revised Statutes, 4-9-334, amend22
1913+(f)(1) as follows:23
1914+4-9-334. Priority of security interests in fixtures and crops.24
1915+(f) A security interest in fixtures, whether or not perfected, has priority25
1916+over a conflicting interest of an encumbrancer or owner of the real26
1917+property if:27
1918+090
1919+-59- (1) The encumbrancer or owner has, in an authenticated A SIGNED1
1920+record, consented to the security interest or disclaimed an interest in the2
1921+goods as fixtures; or3
1922+SECTION 70. In Colorado Revised Statutes, 4-9-341, amend the4
1923+introductory portion as follows:5
1924+4-9-341. Bank's rights and duties with respect to deposit6
1925+account. Except as otherwise provided in section 4-9-340 (c), and unless7
1926+the bank otherwise agrees in an authenticated A SIGNED record, a bank's8
1927+rights and duties with respect to a deposit account maintained with the9
1928+bank are not terminated, suspended, or modified by:10
1929+SECTION 71. In Colorado Revised Statutes, 4-9-404, amend11
1930+(a)(2) as follows:12
1931+4-9-404. Rights acquired by assignee; claims and defenses13
1932+against assignee. (a) Unless an account debtor has made an enforceable14
1933+agreement not to assert defenses or claims, and subject to subsections (b)15
1934+to (e) of this section, the rights of an assignee are subject to:16
1935+(2) Any other defense or claim of the account debtor against the17
1936+assignor which accrues before the account debtor receives a notification18
1937+of the assignment authenticated SIGNED by the assignor or the assignee.19
1938+SECTION 72. In Colorado Revised Statutes, 4-9-406, amend (a),20
1939+(b) introductory portion, (c), (d) introductory portion, and (g); and add21
1940+(m) as follows:22
1941+4-9-406. Discharge of account debtor - notification of23
1942+assignment - identification and proof of assignment - restrictions on24
1943+assignment of accounts, chattel paper, payment intangibles, and25
1944+promissory notes ineffective. (a) Subject to subsections (b) to (i)
1945+AND26
1946+(m) of this section, an account debtor on an account, chattel paper, or a27
1947+090
1948+-60- payment intangible may discharge its obligation by paying the assignor1
1949+until, but not after, the account debtor receives a notification,2
1950+authenticated SIGNED by the assignor or the assignee, that the amount due3
1951+or to become due has been assigned and that payment is to be made to the4
1952+assignee. After receipt of the notification, the account debtor may5
1953+discharge its obligation by paying the assignee and may not discharge the6
1954+obligation by paying the assignor.7
1955+(b) Subject to subsection (h) SUBSECTIONS (h) AND (m) of this8
1956+section, notification is ineffective under subsection (a) of this section: 9
1957+(c) Subject to subsection (h) SUBSECTIONS (h) AND (m) of this10
1958+section, if requested by the account debtor, an assignee shall seasonably11
1959+furnish reasonable proof that the assignment has been made. Unless the12
1960+assignee complies, the account debtor may discharge its obligation by13
1961+paying the assignor, even if the account debtor has received a notification14
1962+under subsection (a) of this section.15
1963+(d) I
1964+N THIS SUBSECTION (d), "PROMISSORY NOTE" INCLUDES A16
1965+NEGOTIABLE INSTRUMENT THAT EVIDENCES CHATTEL PAPER . Except as17
1966+otherwise provided in subsections (e), (k), and
1967+ (l), AND (m) of this section18
1968+and sections 4-2.5-303, 4-9-407, 8-80-103, 8-42-124, 13-64-210, and19
1969+24-4.1-114, C.R.S., and subject to subsection (h) of this section, a term20
1970+in an agreement between an account debtor and an assignor or in a21
1971+promissory note is ineffective to the extent that it:22
1972+(g) Subject to subsection (h) SUBSECTIONS (h) AND (m) of this23
1973+section, an account debtor may not waive or vary its option under24
1974+paragraph (3) of subsection (b) SUBSECTION (b)(3) of this section.25
1975+(m) S
1976+UBSECTIONS (a), (b), (c), AND (g) OF THIS SECTION DO NOT26
1977+APPLY TO A CONTROLLABLE ACCOUNT OR CONTROLLABLE PAYMENT27
1978+090
1979+-61- INTANGIBLE.1
1980+SECTION 73. In Colorado Revised Statutes, 4-9-408, add (h) as2
1981+follows:3
1982+4-9-408. Restrictions on assignment of promissory notes,4
1983+health-care-insurance receivables, and certain general intangibles5
1984+ineffective. (h) I
1985+N THIS SECTION, "PROMISSORY NOTE" INCLUDES A6
1986+NEGOTIABLE INSTRUMENT THAT EVIDENCES CHATTEL PAPER .7
1987+SECTION 74. In Colorado Revised Statutes, 4-9-509, amend8
1988+(a)(1) and (b) introductory portion as follows:9
1989+4-9-509. Persons entitled to file a record. (a) A person may file10
1990+an initial financing statement, amendment that adds collateral covered by11
1991+a financing statement, or amendment that adds a debtor to a financing12
1992+statement only if:13
1993+(1) The debtor authorizes the filing in an authenticated
1994+ A SIGNED14
1995+record or pursuant to subsection (b) or (c) of this section; or15
1996+(b) By authenticating SIGNING or becoming bound as debtor by a16
1997+security agreement, a debtor or new debtor authorizes the filing of an17
1998+initial financing statement, and an amendment, covering:18
1999+SECTION 75. In Colorado Revised Statutes, 4-9-513, amend19
2000+(b)(2) and (c) introductory portion as follows:20
2001+4-9-513. Termination statement. (b) To comply with subsection21
2002+(a) of this section, a secured party shall cause the secured party of record22
2003+to file the termination statement:23
2004+(2) If earlier, within twenty days after the secured party receives24
2005+an authenticated A SIGNED demand from a debtor.25
2006+(c) In cases not governed by subsection (a) of this section, within26
2007+twenty days after a secured party receives an authenticated A SIGNED27
2008+090
2009+-62- demand from a debtor, the secured party shall cause the secured party of1
2010+record for a financing statement to send to the debtor a termination2
2011+statement for the financing statement or file the termination statement in3
2012+the filing office if:4
2013+SECTION 76. In Colorado Revised Statutes, 4-9-601, amend (b)5
2014+as follows:6
2015+4-9-601. Rights after default - judicial enforcement - consignor7
2016+or buyer of accounts, chattel paper, payment intangibles, or8
2017+promissory notes. (b) A secured party in possession of collateral or9
2018+control of collateral under section 4-7-106, 4-9-104, 4-9-105, 4-9-105.5,10
2019+4-9-106, or 4-9-107, OR 4-9-107.5 has the rights and duties provided in11
2020+section 4-9-207.12
2021+SECTION 77. In Colorado Revised Statutes, 4-9-605, amend the13
2022+introductory portion; and add (b) as follows:14
2023+4-9-605. Unknown debtor or secondary obligor. (a) E
2024+XCEPT AS15
2025+PROVIDED IN SUBSECTION (b) OF THIS SECTION, a secured party does not16
2026+owe a duty based on its status as secured party:17
2027+(b) A
2028+ SECURED PARTY OWES A DUTY BASED ON ITS STATUS AS A18
2029+SECURED PARTY TO A PERSON IF , AT THE TIME THE SECURED PARTY19
2030+OBTAINS CONTROL OF COLLATERAL THAT IS A CONTROLLABLE ACCOUNT ,20
2031+CONTROLLABLE ELECTRONIC RECORD , OR CONTROLLABLE PAYMENT21
2032+INTANGIBLE OR AT THE TIME THE SECURITY INTEREST ATTACHES TO THE22
2033+COLLATERAL, WHICHEVER IS LATER:23
2034+(1) T
2035+HE PERSON IS A DEBTOR OR OBLIGOR; AND24
2036+(2) T
2037+HE SECURED PARTY KNOWS THAT THE INFORMATION IN25
2038+SUBSECTION (a)(1)(A), (a)(1)(B), OR (a)(1)(C) OF THIS SECTION RELATING26
2039+TO THE PERSON IS NOT PROVIDED BY THE COLLATERAL , A RECORD27
2040+090
2041+-63- ATTACHED TO OR LOGICALLY ASSOCIATED WITH THE COLLATERAL , OR THE1
2042+SYSTEM IN WHICH THE COLLATERAL IS RECORDED .2
2043+SECTION 78. In Colorado Revised Statutes, 4-9-608, amend3
2044+(a)(1)(C) as follows:4
2045+4-9-608. Application of proceeds of collection or enforcement5
2046+- liability for deficiency and right to surplus. (a) If a security interest6
2047+or agricultural lien secures payment or performance of an obligation, the7
2048+following rules apply:8
2049+(1) A secured party shall apply or pay over for application the9
2050+cash proceeds of collection or enforcement under section 4-9-607 in the10
2051+following order to:11
2052+(C) The satisfaction of obligations secured by any subordinate12
2053+security interest in or other lien on the collateral subject to the security13
2054+interest or agricultural lien under which the collection or enforcement is14
2055+made if the secured party receives an authenticated A SIGNED demand for15
2056+proceeds before distribution of the proceeds is completed.16
2057+SECTION 79. In Colorado Revised Statutes, 4-9-611, amend17
2058+(a)(1), (b), (c) introductory portion, (c)(3)(A), (e) introductory portion,18
2059+and (e)(2)(B) as follows:19
2060+4-9-611. Notification before disposition of collateral -20
2061+definition. (a) In this section, "notification date" means the earlier of the21
2062+date on which:22
2063+(1) A secured party sends to the debtor and any secondary obligor23
2064+an authenticated A SIGNED notification of disposition; or24
2065+(b) Except as otherwise provided in subsection (d) of this section,25
2066+a secured party that disposes of collateral under section 4-9-610 shall26
2067+send to the persons specified in subsection (c) of this section a reasonable27
2068+090
2069+-64- authenticated SIGNED notification of disposition.1
2070+(c) To comply with subsection (b) of this section, the secured2
2071+party shall send an authenticated A SIGNED notification of disposition to:3
2072+(3) If the collateral is other than consumer goods:4
2073+(A) Any other person from which the secured party has received,5
2074+before the notification date, an authenticated A SIGNED notification of a6
2075+claim of an interest in the collateral;7
2076+(e) A secured party complies with the requirement for notification8
2077+prescribed by subparagraph (B) of paragraph (3) of subsection (c)9
2078+SUBSECTION (c)(3)(B) of this section if:10
2079+(2) Before the notification date, the secured party:11
2080+(B) Received a response to the request for information and sent12
2081+an authenticated A SIGNED notification of disposition to each secured13
2082+party or other lienholder named in that response whose financing14
2083+statement covered the collateral.15
2084+SECTION 80. In Colorado Revised Statutes, 4-9-613, amend16
2085+(a)(5); and add (b) as follows:17
2086+4-9-613. Contents and form of notification before disposition18
2087+of collateral: general. (a) Except in a consumer-goods transaction, the19
2088+following rules apply:20
2089+(5) The following form of notification and the form appearing in21
2090+section 4-9-614 (3) 4-9-614 (a)(3), when completed IN ACCORDANCE WITH22
2091+THE INSTRUCTIONS IN SUBSECTION (b) OF THIS SECTION AND SECTION23
2092+4-9-614 (b), each provides sufficient information:24
2093+NOTIFICATION OF DISPOSITION OF COLLATERAL25
2094+To: [Name of debtor, obligor, or other person to which the26
2095+notification is sent]27
2096+090
2097+-65- From: [Name, address, and telephone number of secured party]1
2098+Name of Debtor(s): [Include only if debtor(s) are not an2
2099+addressee]3
2100+[For a public disposition:]4
2101+We will sell [or lease or license, as applicable] the [describe5
2102+collateral] [to the highest qualified bidder] in public as follows:6
2103+Day and Date: ____________________7
2104+Time: ____________________8
2105+Place: ____________________9
2106+[For a private disposition:]10
2107+We will sell [or lease or license, as applicable] the [describe11
2108+collateral] privately sometime after [day and date].12
2109+You are entitled to an accounting of the unpaid indebtedness13
2110+secured by the property that we intend to sell [or lease or license, as14
2111+applicable] [for a charge of $__________]. You may request an15
2112+accounting by calling us at [telephone number] or writing us at [address].16
2113+NOTIFICATION
2114+ OF DISPOSITION OF COLLATERAL17
2115+T
2116+O:(NAME OF DEBTOR, OBLIGOR, OR OTHER PERSON TO WHICH18
2117+THE NOTIFICATION IS SENT)19
2118+F
2119+ROM:(N AME, ADDRESS, AND TELEPHONE NUMBER OF20
2120+SECURED PARTY)21
2121+{1}
2122+ NAME OF ANY DEBTOR THAT IS NOT AN ADDRESSEE : (NAME OF22
2123+EACH DEBTOR)23
2124+{2}
2125+ WE WILL SELL (DESCRIBE COLLATERAL) (TO THE HIGHEST24
2126+QUALIFIED BIDDER) AT PUBLIC SALE. A SALE COULD INCLUDE A LEASE OR25
2127+LICENSE. THE SALE WILL BE HELD AS FOLLOWS:26
2128+(D
2129+ATE)27
2130+090
2131+-66- (TIME)1
2132+(P
2133+LACE)2
2134+{3}
2135+ WE WILL SELL (DESCRIBE COLLATERAL) AT PRIVATE SALE3
2136+SOMETIME AFTER (DATE). A SALE COULD INCLUDE A LEASE OR LICENSE.4
2137+{4}
2138+ YOU ARE ENTITLED TO AN ACCOUNTING OF THE UNPAID5
2139+INDEBTEDNESS SECURED BY THE PROPERTY THAT WE INTEND TO SELL OR ,6
2140+AS APPLICABLE, LEASE OR LICENSE.7
2141+{5}
2142+ IF YOU REQUEST AN ACCOUNTING YOU MUST PAY A CHARGE OF8
2143+$
2144+ (AMOUNT).9
2145+{6}
2146+ YOU MAY REQUEST AN ACCOUNTING BY CALLING US AT10
2147+(
2148+TELEPHONE NUMBER).11
16172149 (b) T
1618-HE LOCAL LAW OF THE JURISDICTION IN WHICH THE DEBTOR IS
1619-LOCATED GOVERNS
1620-:
1621-PAGE 41-SENATE BILL 23-090 (1) PERFECTION OF A SECURITY INTEREST IN A CONTROLLABLE
1622-ACCOUNT
1623-, CONTROLLABLE ELECTRONIC RECORD , OR CONTROLLABLE
1624-PAYMENT INTANGIBLE BY FILING
1625-; AND
1626-(2) AUTOMATIC PERFECTION OF A SECURITY INTEREST IN A
1627-CONTROLLABLE PAYMENT INTANGIBLE CREATED BY A SALE OF THE
1628-CONTROLLABLE PAYMENT INTANGIBLE
1629-.
1630-SECTION 56. In Colorado Revised Statutes, 4-9-310, amend
1631-(b)(8); and add (b)(8.1) as follows:
1632-4-9-310. When filing required to perfect security interest or
1633-agricultural lien - security interests and agricultural liens to which
1634-filing provisions do not apply. (b) The filing of a financing statement is
1635-not necessary to perfect a security interest:
1636-(8) In
1637-CONTROLLABLE ACCOUNTS , CONTROLLABLE ELECTRONIC
1638-RECORDS
1639-, CONTROLLABLE PAYMENT INTANGIBLES , deposit accounts,
1640-electronic chattel paper,
1641- electronic documents, investment property, or
1642-letter-of-credit rights that is perfected by control under section 4-9-314;
1643-(8.1) I
1644-N CHATTEL PAPER THAT IS PERFECTED BY POSSESSION AND
1645-CONTROL UNDER SECTION
1646-4-9-314.5;
1647-SECTION 57. In Colorado Revised Statutes, 4-9-312, amend (a),
1648-(b)(2), (b)(3), and (e); and add (b)(4) as follows:
1649-4-9-312. Perfection of security interests in chattel paper,
1650-controllable accounts, controllable electronic records, controllable
1651-payment intangibles, deposit accounts, documents, goods covered by
1652-documents, instruments, investment property, letter-of-credit rights,
1653-and money - perfection by permissive filing - temporary perfection
1654-without filing or transfer of possession. (a) A security interest in chattel
1655-paper, negotiable documents
1656- CONTROLLABLE ACCOUNTS , CONTROLLABLE
1657-ELECTRONIC RECORDS
1658-, CONTROLLABLE PAYMENT INTANGIBLES , instruments,
1659-or
1660- investment property, OR NEGOTIABLE DOCUMENTS may be perfected by
1661-filing.
1662-(b) Except as otherwise provided in section 4-9-315 (c) and (d) for
1663-proceeds:
1664-PAGE 42-SENATE BILL 23-090 (2) Except as otherwise provided in section 4-9-308 (d), a security
1665-interest in a letter-of-credit right may be perfected only by control under
1666-section 4-9-314; and
1667-(3) A security interest in TANGIBLE money may be perfected only by
1668-the secured party's taking possession under section 4-9-313;
1669-AND
1670-(4) A SECURITY INTEREST IN ELECTRONIC MONEY MAY BE PERFECTED
1671-ONLY BY CONTROL UNDER SECTION
1672-4-9-314.
1673-(e) A security interest in certificated securities, negotiable
1674-documents, or instruments is perfected without filing or the taking of
1675-possession or control for a period of twenty days from the time it attaches
1676-to the extent that it arises for new value given under an authenticated
2150+HE FOLLOWING INSTRUCTIONS APPLY TO THE FORM OF12
2151+NOTIFICATION IN SUBSECTION (a)(5) OF THIS SECTION:13
2152+(1) T
2153+HE INSTRUCTIONS IN THIS SUBSECTION (b) REFER TO THE14
2154+NUMBERS IN BRACES BEFORE ITEMS IN THE FORM OF NOTIFICATION IN15
2155+SUBSECTION (a)(5) OF THIS SECTION. DO NOT INCLUDE THE NUMBERS OR16
2156+BRACES IN THE NOTIFICATION. THE NUMBERS AND BRACES ARE USED ONLY17
2157+FOR THE PURPOSE OF THESE INSTRUCTIONS .18
2158+(2) I
2159+NCLUDE AND COMPLETE ITEM {1} ONLY IF THERE IS A DEBTOR19
2160+THAT IS NOT AN ADDRESSEE OF THE NOTIFICATION AND LIST THE NAME OR20
2161+NAMES.21
2162+(3) I
2163+NCLUDE AND COMPLETE EITHER ITEM {2}, IF THE22
2164+NOTIFICATION RELATES TO A PUBLIC DISPOSITION OF THE COLLATERAL , OR23
2165+ITEM {3}, IF THE NOTIFICATION RELATES TO A PRIVATE DISPOSITION OF THE24
2166+COLLATERAL. IF ITEM {2} IS INCLUDED, INCLUDE THE WORDS "TO THE25
2167+HIGHEST QUALIFIED BIDDER" ONLY IF APPLICABLE.26
2168+(4) I
2169+NCLUDE AND COMPLETE ITEMS {4} AND {6}.27
2170+090
2171+-67- (5) INCLUDE AND COMPLETE ITEM {5} ONLY IF THE SENDER WILL1
2172+CHARGE THE RECIPIENT FOR AN ACCOUNTING .2
2173+SECTION 81. In Colorado Revised Statutes, 4-9-614, amend3
2174+(a)(1)(A) and (a)(3); and add (b) as follows:4
2175+4-9-614. Contents and form of notification before disposition5
2176+of collateral: consumer-goods transaction. (a) In a consumer-goods6
2177+transaction, the following rules apply:7
2178+(1) A notification of disposition must provide the following8
2179+information:9
2180+(A) The information specified in section 4-9-613 (1) 4-9-61310
2181+(a)(1);11
2182+(3) The following form of notification, when completed
2183+IN12
2184+ACCORDANCE WITH THE INSTRUCTIONS IN SUBSECTION (b) OF THIS13
2185+SECTION, provides sufficient information:14
2186+[Name and address of secured party]
2187+15
2188+[Date]16
2189+NOTICE OF OUR PLAN TO SELL PROPERTY17
2190+[Name and address of any obligor who is also a debtor]18
2191+Subject: [Identification of Transaction]19
2192+We have your [describe collateral], because you broke promises20
2193+in our agreement.21
2194+[For a public disposition:]22
2195+We will sell [describe collateral] at public sale. A sale could23
2196+include a lease or license. The sale will be held as follows:24
2197+Date: ____________________25
2198+Time: ____________________26
2199+Place: ____________________27
2200+090
2201+-68- You may attend the sale and bring bidders if you want.1
2202+[For a private disposition:]2
2203+We will sell [describe collateral] at private sale sometime after3
2204+[date]. A sale could include a lease or license.4
2205+The money that we get from the sale (after paying our costs) will5
2206+reduce the amount you owe. If we get less money than you owe, you [ will6
2207+or will not, as applicable] still owe us the difference. If we get more7
2208+money than you owe, you will get the extra money, unless we must pay8
2209+it to someone else.9
2210+You can get the property back at any time before we sell it by10
2211+paying us the full amount you owe (not just the past due payments),11
2212+including our expenses. To learn the exact amount you must pay, call us12
2213+at [telephone number] or write us at [secured party's address].13
2214+If you want us to explain to you in writing how we have figured14
2215+the amount that you owe us, you may call us at [telephone number] [or15
2216+write us at [secured party's address]] and request a written explanation.16
2217+[We will charge you $__________ for the explanation if we have already17
2218+sent you an explanation of the type requested within the last six months.]18
2219+If you need more information about the sale call us at [telephone19
2220+number] [or write us at [secured party's address]].20
2221+We are sending this notice to the following other people who have21
2222+an interest in [describe collateral] or who owe money under your22
2223+agreement:23
2224+[Names of all other debtors and obligors, if any]24
2225+[Name and address of secured party]25
2226+[Date]26
2227+NOTICE OF OUR PLAN TO SELL PROPERTY27
2228+090
2229+-69- (NAME AND ADDRESS OF ANY OBLIGOR WHO IS ALSO A DEBTOR )1
2230+S
2231+UBJECT:(IDENTIFY TRANSACTION)2
2232+W
2233+E HAVE YOUR (DESCRIBE COLLATERAL), BECAUSE YOU BROKE3
2234+PROMISES IN OUR AGREEMENT.4
2235+{1}
2236+ WE WILL SELL (DESCRIBE COLLATERAL) AT PUBLIC SALE. A5
2237+SALE COULD INCLUDE A LEASE OR LICENSE . THE SALE WILL BE HELD AS6
2238+FOLLOWS:7
2239+(D
2240+ATE)8
2241+(T
2242+IME)9
2243+(P
2244+LACE)10
2245+Y
2246+OU MAY ATTEND THE SALE AND BRING BIDDERS IF YOU WANT .11
2247+{2}
2248+ WE WILL SELL (DESCRIBE COLLATERAL) AT PRIVATE SALE12
2249+SOMETIME AFTER (DATE). A SALE COULD INCLUDE A LEASE OR LICENSE.13
2250+{3}
2251+ THE MONEY THAT WE GET FROM THE SALE , AFTER PAYING OUR14
2252+COSTS, WILL REDUCE THE AMOUNT YOU OWE . IF WE GET LESS MONEY THAN15
2253+YOU OWE, YOU (WILL OR WILL NOT, AS APPLICABLE) STILL OWE US THE16
2254+DIFFERENCE. IF WE GET MORE MONEY THAN YOU OWE , YOU WILL GET THE17
2255+EXTRA MONEY, UNLESS WE MUST PAY IT TO SOMEONE ELSE .18
2256+{4}
2257+ YOU CAN GET THE PROPERTY BACK AT ANY TIME BEFORE WE19
2258+SELL IT BY PAYING US THE FULL AMOUNT YOU OWE , NOT JUST THE PAST20
2259+DUE PAYMENTS, INCLUDING OUR EXPENSES . TO LEARN THE EXACT21
2260+AMOUNT YOU MUST PAY , CALL US AT (TELEPHONE NUMBER).22
2261+{5}
2262+ IF YOU WANT US TO EXPLAIN TO YOU IN (WRITING) (WRITING23
2263+OR IN (DESCRIPTION OF ELECTRONIC RECORD )) (DESCRIPTION OF24
2264+ELECTRONIC RECORD) HOW WE HAVE FIGURED THE AMOUNT THAT YOU25
2265+OWE US, {6} CALL US AT (TELEPHONE NUMBER ) (OR) (WRITE US AT26
2266+(
2267+SECURED PARTY'S ADDRESS)) (OR CONTACT US BY (DESCRIPTION OF27
2268+090
2269+-70- ELECTRONIC COMMUNICATION METHOD )) {7} AND REQUEST (A WRITTEN1
2270+EXPLANATION) (A WRITTEN EXPLANATION OR AN EXPLANATION IN2
2271+(
2272+DESCRIPTION OF ELECTRONIC RECORD )) (AN EXPLANATION IN3
2273+(
2274+DESCRIPTION OF ELECTRONIC RECORD )).4
2275+{8}
2276+ WE WILL CHARGE YOU $ (AMOUNT) FOR THE EXPLANATION IF5
2277+WE SENT YOU ANOTHER WRITTEN EXPLANATION OF THE AMOUNT YOU OWE6
2278+US WITHIN THE LAST SIX MONTHS.7
2279+{9}
2280+ IF YOU NEED MORE INFORMATION ABOUT THE SALE (CALL US8
2281+AT (TELEPHONE NUMBER )) (OR) (WRITE US AT (SECURED PARTY'S9
2282+ADDRESS)) (OR CONTACT US BY (DESCRIPTION OF ELECTRONIC10
2283+COMMUNICATION METHOD )).11
2284+{10}
2285+ WE ARE SENDING THIS NOTICE TO THE FOLLOWING OTHER12
2286+PEOPLE WHO HAVE AN INTEREST IN (DESCRIBE COLLATERAL) OR WHO OWE13
2287+MONEY UNDER YOUR AGREEMENT :14
2288+(N
2289+AMES OF ALL OTHER DEBTORS AND OBLIGORS , IF ANY)15
2290+(b) T
2291+HE FOLLOWING INSTRUCTIONS APPLY TO THE FORM OF16
2292+NOTIFICATION IN SUBSECTION (a)(3) OF THIS SECTION:17
2293+(1) T
2294+HE INSTRUCTIONS IN THIS SUBSECTION (b) REFER TO THE18
2295+NUMBERS IN BRACES BEFORE ITEMS IN THE FORM OF NOTIFICATION IN19
2296+SUBSECTION (a)(3) OF THIS SECTION. DO NOT INCLUDE THE NUMBERS OR20
2297+BRACES IN THE NOTIFICATION. THE NUMBERS AND BRACES ARE USED ONLY21
2298+FOR THE PURPOSE OF THESE INSTRUCTIONS .22
2299+(2) I
2300+NCLUDE AND COMPLETE EITHER ITEM {1}, IF THE23
2301+NOTIFICATION RELATES TO A PUBLIC DISPOSITION OF THE COLLATERAL , OR24
2302+ITEM {2}, IF THE NOTIFICATION RELATES TO A PRIVATE DISPOSITION OF THE25
2303+COLLATERAL.26
2304+(3) I
2305+NCLUDE AND COMPLETE ITEMS {3}, {4}, {5}, {6}, AND {7}.27
2306+090
2307+-71- (4) IN ITEM {5}, INCLUDE AND COMPLETE ANY ONE OF THE THREE1
2308+ALTERNATIVE METHODS FOR THE EXPLANATION -WRITING, WRITING OR2
2309+ELECTRONIC RECORD, OR ELECTRONIC RECORD.3
2310+(5) I
2311+N ITEM {6}, INCLUDE THE TELEPHONE NUMBER . IN ADDITION,4
2312+THE SENDER MAY INCLUDE AND COMPLETE EITHER OR BOTH OF THE TWO5
2313+ADDITIONAL ALTERNATIVE METHODS OF COMMUNICATION --WRITING OR6
2314+ELECTRONIC COMMUNICATION --FOR THE RECIPIENT OF THE NOTIFICATION7
2315+TO COMMUNICATE WITH THE SENDER . NEITHER OF THE TWO ADDITIONAL8
2316+METHODS OF COMMUNICATION IS REQUIRED TO BE INCLUDED .9
2317+(6) I
2318+N ITEM {7}, INCLUDE AND COMPLETE THE METHOD OR10
2319+METHODS FOR THE EXPLANATION --WRITING, WRITING OR ELECTRONIC11
2320+RECORD, OR ELECTRONIC RECORD-INCLUDED IN ITEM {5}.12
2321+(7) I
2322+NCLUDE AND COMPLETE ITEM {8} ONLY IF A WRITTEN13
2323+EXPLANATION IS INCLUDED IN ITEM {5} AS A METHOD FOR14
2324+COMMUNICATING THE EXPLANATION AND THE SENDER WILL CHARGE THE15
2325+RECIPIENT FOR ANOTHER WRITTEN EXPLANATION .16
2326+(8) I
2327+N ITEM {9}, INCLUDE EITHER THE TELEPHONE NUMBER OR THE17
2328+ADDRESS OR BOTH THE TELEPHONE NUMBER AND THE ADDRESS . IN18
2329+ADDITION, THE SENDER MAY INCLUDE AND COMPLETE THE ADDITIONAL19
2330+METHOD OF COMMUNICATION --ELECTRONIC COMMUNICATION --FOR THE20
2331+RECIPIENT OF THE NOTIFICATION TO COMMUNICATE WITH THE SENDER .21
2332+T
2333+HE ADDITIONAL METHOD OF ELECTRONIC COMMUNICATION IS NOT22
2334+REQUIRED TO BE INCLUDED.23
2335+(9) I
2336+F ITEM {10} DOES NOT APPLY, INSERT "NONE" AFTER24
2337+"
2338+AGREEMENT:".25
2339+SECTION 82. In Colorado Revised Statutes, 4-9-615, amend26
2340+(a)(3)(A) and (a)(4) as follows:27
2341+090
2342+-72- 4-9-615. Application of proceeds of disposition; liability for1
2343+deficiency and right to surplus. (a) A secured party shall apply or pay2
2344+over for application the cash proceeds of disposition under section3
2345+4-9-610 in the following order to:4
2346+(3) The satisfaction of obligations secured by any subordinate5
2347+security interest in or other subordinate lien on the collateral if:6
2348+(A) The secured party receives from the holder of the subordinate7
2349+security interest or other lien an authenticated A SIGNED demand for8
2350+proceeds before distribution of the proceeds is completed; and9
2351+(4) A secured party that is a consignor of the collateral if the10
2352+secured party receives from the consignor an authenticated A SIGNED11
2353+demand for proceeds before distribution of the proceeds is completed.12
2354+SECTION 83. In Colorado Revised Statutes, 4-9-616, amend13
2355+(a)(1) introductory portion, (a)(2)(A), (b)(1)(A), and (c) introductory14
2356+portion as follows:15
2357+4-9-616. Explanation of calculation of surplus or deficiency -16
2358+definitions. (a) In this section:17
2359+(1) "Explanation" means a writing RECORD that:18
2360+(2) "Request" means a record:19
2361+(A) Authenticated SIGNED by a debtor or consumer obligor;20
2362+(b) In a consumer-goods transaction in which the debtor is entitled21
2363+to a surplus or a consumer obligor is liable for a deficiency under section22
2364+4-9-615, the secured party shall:23
2365+(1) Send an explanation to the debtor or consumer obligor, as24
2366+applicable, after the disposition and:25
2367+(A) Before or when the secured party accounts to the debtor and26
2368+pays any surplus or first makes written demand IN A RECORD on the27
2369+090
2370+-73- consumer obligor after the disposition for payment of the deficiency; and1
2371+(c) To comply with subparagraph (B) of paragraph (1) of2
2372+subsection (a) SUBSECTION (a)(1)(B) of this section, a writing AN3
2373+EXPLANATION must provide the following information in the following4
2374+order:5
2375+SECTION 84. In Colorado Revised Statutes, 4-9-619, amend (a)6
2376+introductory portion as follows:7
2377+4-9-619. Transfer of record or legal title. (a) In this section,8
2378+"transfer statement" means a record authenticated SIGNED by a secured9
2379+party stating:10
2380+SECTION 85. In Colorado Revised Statutes, 4-9-620, amend11
2381+(a)(2) introductory portion, (c)(1), (c)(2) introductory portion, (c)(2)(C),12
2382+and (f)(2) as follows:13
2383+4-9-620. Acceptance of collateral in full or partial satisfaction14
2384+of obligation - compulsory disposition of collateral. (a) Except as15
2385+otherwise provided in subsection (g) of this section, a secured party may16
2386+accept collateral in full or partial satisfaction of the obligation it secures17
2387+only if:18
2388+(2) The secured party does not receive, within the time set forth19
2389+in subsection (d) of this section, a notification of objection to the proposal20
2390+authenticated SIGNED by:21
2391+(c) For purposes of this section:22
2392+(1) A debtor consents to an acceptance of collateral in partial23
2393+satisfaction of the obligation it secures only if the debtor agrees to the24
2394+terms of the acceptance in a record authenticated SIGNED after default;25
2395+and26
2396+(2) A debtor consents to an acceptance of collateral in full27
2397+090
2398+-74- satisfaction of the obligation it secures only if the debtor agrees to the1
2399+terms of the acceptance in a record authenticated SIGNED after default or2
2400+the secured party:3
2401+(C) Does not receive a notification of objection authenticated4
2402+SIGNED by the debtor within twenty days after the proposal is sent.5
2403+(f) To comply with subsection (e) of this section, the secured party6
2404+shall dispose of the collateral:7
2405+(2) Within any longer period to which the debtor and all secondary8
2406+obligors have agreed in an agreement to that effect entered into and9
2407+authenticated SIGNED after default.10
2408+SECTION 86. In Colorado Revised Statutes, 4-9-621, amend11
2409+(a)(1) as follows:12
2410+4-9-621. Notification of proposal to accept collateral. (a) A13
2411+secured party that desires to accept collateral in full or partial satisfaction14
2412+of the obligation it secures shall send its proposal to:15
2413+(1) Any person from which the secured party has received, before16
2414+the debtor consented to the acceptance, an authenticated A SIGNED17
2415+notification of a claim of an interest in the collateral;18
2416+SECTION 87. In Colorado Revised Statutes, amend 4-9-624 as19
2417+follows:20
2418+4-9-624. Waiver. (a) A debtor or secondary obligor may waive21
2419+the right to notification of disposition of collateral under section 4-9-61122
2420+only by an agreement to that effect entered into and authenticated SIGNED23
2421+after default.24
2422+(b) A debtor may waive the right to require disposition of25
2423+collateral under section 4-9-620 (e) only by an agreement to that effect26
2424+entered into and authenticated SIGNED after default.27
2425+090
2426+-75- (c) Except in a consumer-goods transaction, a debtor or secondary1
2427+obligor may waive the right to redeem collateral under section 4-9-623.2
2428+Any such waiver must be by an agreement to that effect entered into and3
2429+authenticated SIGNED after default.4
2430+SECTION 88. In Colorado Revised Statutes, 4-9-628, amend (a)5
2431+introductory portion and (b) introductory portion; and add (f) as follows: 6
2432+4-9-628. Nonliability and limitation on liability of secured7
2433+party - liability of secondary obligor. (a) S
2434+UBJECT TO SUBSECTION (f)8
2435+OF THIS SECTION, unless a secured party knows that a person is a debtor9
2436+or obligor, knows the identity of the person, and knows how to10
2437+communicate with the person:11
2438+(b) S
2439+UBJECT TO SUBSECTION (f) OF THIS SECTION, a secured party12
2440+is not liable because of its status as secured party:13
2441+(f) S
2442+UBSECTIONS (a) AND (b) OF THIS SECTION DO NOT APPLY TO14
2443+LIMIT THE LIABILITY OF A SECURED PARTY TO A PERSON IF , AT THE TIME15
2444+THE SECURED PARTY OBTAINS CONTROL OF COLLATERAL THAT IS A16
2445+CONTROLLABLE ACCOUNT , CONTROLLABLE ELECTRONIC RECORD , OR17
2446+CONTROLLABLE PAYMENT INTANGIBLE OR AT THE TIME THE SECURITY18
2447+INTEREST ATTACHES TO THE COLLATERAL , WHICHEVER IS LATER:19
2448+(1) T
2449+HE PERSON IS A DEBTOR OR OBLIGOR; AND20
2450+(2) T
2451+HE SECURED PARTY KNOWS THAT THE INFORMATION IN21
2452+SUBSECTION (b)(1)(A), (b)(1)(B), OR (b)(1)(C) OF THIS SECTION RELATING22
2453+TO THE PERSON IS NOT PROVIDED BY THE COLLATERAL , A RECORD23
2454+ATTACHED TO OR LOGICALLY ASSOCIATED WITH THE COLLATERAL , OR THE24
2455+SYSTEM IN WHICH THE COLLATERAL IS RECORDED .25
2456+SECTION 89. In Colorado Revised Statutes, add articles 12 and26
2457+13 to title 4 as follows:27
2458+090
2459+-76- ARTICLE 121
2460+Controllable Electronic Records2
2461+4-12-101. Title. T
2462+HIS ARTICLE 12 MAY BE CITED AS THE "UNIFORM3
2463+C
2464+OMMERCIAL CODE-CONTROLLABLE ELECTRONIC RECORDS".4
2465+4-12-102. Definitions. (a) I
2466+N THIS ARTICLE 12:5
2467+(1) "C
2468+ONTROLLABLE ELECTRONIC RECORD " MEANS A RECORD6
2469+STORED IN AN ELECTRONIC MEDIUM THAT CAN BE SUBJECTED TO CONTROL7
2470+UNDER SECTION 4-12-105. THE TERM DOES NOT INCLUDE A8
2471+CONTROLLABLE ACCOUNT , A CONTROLLABLE PAYMENT INTANGIBLE , A9
2472+DEPOSIT ACCOUNT, AN ELECTRONIC COPY OF A RECORD EVIDENCING10
2473+CHATTEL PAPER, AN ELECTRONIC DOCUMENT OF TITLE , ELECTRONIC11
2474+MONEY, INVESTMENT PROPERTY, OR A TRANSFERABLE RECORD.12
2475+(2) "Q
2476+UALIFYING PURCHASER" MEANS A PURCHASER OF A13
2477+CONTROLLABLE ELECTRONIC RECORD OR AN INTEREST IN A14
2478+CONTROLLABLE ELECTRONIC RECORD THAT OBTAINS CONTROL OF THE15
2479+CONTROLLABLE ELECTRONIC RECORD FOR VALUE , IN GOOD FAITH, AND16
2480+WITHOUT NOTICE OF A CLAIM OF A PROPERTY RIGHT IN THE17
2481+CONTROLLABLE ELECTRONIC RECORD .18
2482+(3) "T
2483+RANSFERABLE RECORD" HAS THE MEANING PROVIDED FOR19
2484+THAT TERM IN SECTION 201(a)(1) OF THE FEDERAL "ELECTRONIC20
2485+S
2486+IGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT", 15 U.S.C. SEC.21
2487+7021 (a)(1),
2488+AS AMENDED.22
2489+(4) "V
2490+ALUE" HAS THE MEANING PROVIDED IN SECTION 4-3-303 (a),23
2491+AS IF REFERENCES IN THAT SUBSECTION (a) TO AN "INSTRUMENT" WERE24
2492+REFERENCES TO A CONTROLLABLE ACCOUNT , CONTROLLABLE ELECTRONIC25
2493+RECORD, OR CONTROLLABLE PAYMENT INTANGIBLE .26
2494+(b) T
2495+HE DEFINITIONS IN ARTICLE 9 OF THIS TITLE 4 OF "ACCOUNT27
2496+090
2497+-77- DEBTOR", "CONTROLLABLE ACCOUNT ", "CONTROLLABLE PAYMENT1
2498+INTANGIBLE", "CHATTEL PAPER", "DEPOSIT ACCOUNT", "ELECTRONIC2
2499+MONEY", AND "INVESTMENT PROPERTY" APPLY TO THIS ARTICLE 12.3
2500+(c) A
2501+RTICLE 1 OF THIS TITLE 4 CONTAINS GENERAL DEFINITIONS4
2502+AND PRINCIPLES OF CONSTRUCTION AND INTERPRETATION APPLICABLE5
2503+THROUGHOUT THIS ARTICLE 12.6
2504+4-12-103. Relation to article 9 and consumer laws. (a) I
2505+F THERE7
2506+IS CONFLICT BETWEEN THIS ARTICLE 12 AND ARTICLE 9 OF THIS TITLE 4,8
2507+ARTICLE 9 OF THIS TITLE 4 GOVERNS.9
2508+(b) A
2509+ TRANSACTION SUBJECT TO THIS ARTICLE 12 IS SUBJECT TO10
2510+ANY APPLICABLE RULE OF LAW THAT ESTABLISHES A DIFFERENT RULE FOR11
2511+CONSUMERS AND ANY OTHER STATE LAW .12
2512+4-12-104. Rights in controllable account, controllable13
2513+electronic record, and controllable payment intangible. (a) T
2514+HIS14
2515+SECTION APPLIES TO THE ACQUISITION AND PURCHASE OF RIGHTS IN A15
2516+CONTROLLABLE ACCOUNT OR CONTROLLABLE PAYMENT INTANGIBLE ,16
2517+INCLUDING THE RIGHTS AND BENEFITS UNDER SUBSECTIONS (c), (d), (e),17
2518+(g),
2519+AND (h) OF THIS SECTION OF A PURCHASER AND QUALIFYING18
2520+PURCHASER, IN THE SAME MANNER THIS SECTION APPLIES TO A19
2521+CONTROLLABLE ELECTRONIC RECORD .20
2522+(b) T
2523+O DETERMINE WHETHER A PURCHASER OF A CONTROLLABLE21
2524+ACCOUNT OR A CONTROLLABLE PAYMENT INTANGIBLE IS A QUALIFYING22
2525+PURCHASER, THE PURCHASER OBTAINS CONTROL OF THE ACCOUNT OR23
2526+PAYMENT INTANGIBLE IF IT OBTAINS CONTROL OF THE CONTROLLABLE24
2527+ELECTRONIC RECORD THAT EVIDENCES THE ACCOUNT OR PAYMENT25
2528+INTANGIBLE.26
2529+(c) E
2530+XCEPT AS PROVIDED IN THIS SECTION, LAW OTHER THAN THIS27
2531+090
2532+-78- ARTICLE 12 DETERMINES WHETHER A PERSON ACQUIRES A RIGHT IN A1
2533+CONTROLLABLE ELECTRONIC RECORD AND THE RIGHT THE PERSON2
2534+ACQUIRES.3
2535+(d) A
2536+ PURCHASER OF A CONTROLLABLE ELECTRONIC RECORD4
2537+ACQUIRES ALL RIGHTS IN THE CONTROLLABLE ELECTRONIC RECORD THAT5
2538+THE TRANSFEROR HAD OR HAD POWER TO TRANSFER ; EXCEPT THAT A6
2539+PURCHASER OF A LIMITED INTEREST IN A CONTROLLABLE ELECTRONIC7
2540+RECORD ACQUIRES RIGHTS ONLY TO THE EXTENT OF THE INTEREST8
2541+PURCHASED.9
2542+(e) A
2543+ QUALIFYING PURCHASER ACQUIRES ITS RIGHTS IN THE10
2544+CONTROLLABLE ELECTRONIC RECORD FREE OF A CLAIM OF A PROPERTY11
2545+RIGHT IN THE CONTROLLABLE ELECTRONIC RECORD .12
2546+(f) E
2547+XCEPT AS PROVIDED IN SUBSECTIONS (a) AND (e) OF THIS13
2548+SECTION FOR A CONTROLLABLE ACCOUNT AND A CONTROLLABLE PAYMENT14
2549+INTANGIBLE OR LAW OTHER THAN THIS ARTICLE 12, A QUALIFYING15
2550+PURCHASER TAKES A RIGHT TO PAYMENT , RIGHT TO PERFORMANCE, OR16
2551+OTHER INTEREST IN PROPERTY EVIDENCED BY THE CONTROLLABLE17
2552+ELECTRONIC RECORD SUBJECT TO A CLAIM OF A PROPERTY RIGHT IN THE18
2553+RIGHT TO PAYMENT, RIGHT TO PERFORMANCE , OR OTHER INTEREST IN19
2554+PROPERTY.20
2555+(g) A
2556+N ACTION MAY NOT BE ASSERTED AGAINST A QUALIFYING21
2557+PURCHASER BASED ON BOTH A PURCHASE BY THE QUALIFYING PURCHASER22
2558+OF A CONTROLLABLE ELECTRONIC RECORD AND A CLAIM OF A PROPERTY23
2559+RIGHT IN ANOTHER CONTROLLABLE ELECTRONIC RECORD , WHETHER THE24
2560+ACTION IS FRAMED IN CONVERSION , REPLEVIN, CONSTRUCTIVE TRUST,25
2561+EQUITABLE LIEN, OR OTHER THEORY.26
2562+(h) F
2563+ILING OF A FINANCING STATEMENT UNDER ARTICLE 9 OF THIS27
2564+090
2565+-79- TITLE 4 IS NOT NOTICE OF A CLAIM OF A PROPERTY RIGHT IN A1
2566+CONTROLLABLE ELECTRONIC RECORD .2
2567+4-12-105. Control of controllable electronic record. (a) A3
2568+PERSON HAS CONTROL OF A CONTROLLABLE ELECTRONIC RECORD IF THE4
2569+ELECTRONIC RECORD , A RECORD ATTACHED TO OR LOGICALLY5
2570+ASSOCIATED WITH THE ELECTRONIC RECORD , OR A SYSTEM IN WHICH THE6
2571+ELECTRONIC RECORD IS RECORDED :7
2572+(1) G
2573+IVES THE PERSON:8
2574+(A) P
2575+OWER TO AVAIL ITSELF OF SUBSTANTIALLY ALL THE BENEFIT9
2576+FROM THE ELECTRONIC RECORD ; AND10
2577+(B)
2578+ EXCLUSIVE POWER, SUBJECT TO SUBSECTION (b) OF THIS11
2579+SECTION, TO:12
2580+(i) P
2581+REVENT OTHERS FROM AVAILING THEMSELVES OF13
2582+SUBSTANTIALLY ALL THE BENEFIT FROM THE ELECTRONIC RECORD ; AND14
2583+(ii) T
2584+RANSFER CONTROL OF THE ELECTRONIC RECORD TO ANOTHER15
2585+PERSON OR CAUSE ANOTHER PERSON TO OBTAIN CONTROL OF ANOTHER16
2586+CONTROLLABLE ELECTRONIC RECORD AS A RESULT OF THE TRANSFER OF17
2587+THE ELECTRONIC RECORD; AND18
2588+(2) E
2589+NABLES THE PERSON READILY TO IDENTIFY ITSELF IN ANY19
2590+WAY, INCLUDING BY NAME, IDENTIFYING NUMBER, CRYPTOGRAPHIC KEY,20
2591+OFFICE, OR ACCOUNT NUMBER , AS HAVING THE POWERS SPECIFIED IN21
2592+SUBSECTION (a)(1) OF THIS SECTION.22
2593+(b) S
2594+UBJECT TO SUBSECTION (c) OF THIS SECTION, A POWER IS23
2595+EXCLUSIVE UNDER SUBSECTIONS (a)(1)(B)(i) AND (a)(1)(B)(ii) OF THIS24
2596+SECTION EVEN IF:25
2597+(1) T
2598+HE CONTROLLABLE ELECTRONIC RECORD , A RECORD26
2599+ATTACHED TO OR LOGICALLY ASSOCIATED WITH THE ELECTRONIC RECORD ,27
2600+090
2601+-80- OR A SYSTEM IN WHICH THE ELECTRONIC RECORD IS RECORDED LIMITS THE1
2602+USE OF THE ELECTRONIC RECORD OR HAS A PROTOCOL PROGRAMMED TO2
2603+CAUSE A CHANGE, INCLUDING A TRANSFER OR LOSS OF CONTROL OR A3
2604+MODIFICATION OF BENEFITS AFFORDED BY THE ELECTRONIC RECORD ; OR4
2605+(2) T
2606+HE POWER IS SHARED WITH ANOTHER PERSON .5
2607+(c) A
2608+ POWER OF A PERSON IS NOT SHARED WITH ANOTHER PERSON6
2609+UNDER SUBSECTION (b)(2) OF THIS SECTION AND THE PERSON'S POWER IS7
2610+NOT EXCLUSIVE IF:8
2611+(1) T
2612+HE PERSON CAN EXERCISE THE POWER ONLY IF THE POWER9
2613+ALSO IS EXERCISED BY THE OTHER PERSON ; AND10
2614+(2) T
2615+HE OTHER PERSON:11
2616+(A) C
2617+AN EXERCISE THE POWER WITHOUT EXERCISE OF THE POWER12
2618+BY THE PERSON; OR13
2619+(B) I
2620+S THE TRANSFEROR TO THE PERSON OF AN INTEREST IN THE14
2621+CONTROLLABLE ELECTRONIC RECORD OR A CONTROLLABLE ACCOUNT OR15
2622+CONTROLLABLE PAYMENT INTANGIBLE EVIDENCED BY THE CONTROLLABLE16
2623+ELECTRONIC RECORD.17
2624+(d) I
2625+F A PERSON HAS THE POWERS SPECIFIED IN SUBSECTIONS18
2626+(a)(1)(B)(i)
2627+AND (a)(1)(B)(ii) OF THIS SECTION, THE POWERS ARE19
2628+PRESUMED TO BE EXCLUSIVE.20
2629+(e) A
2630+ PERSON HAS CONTROL OF A CONTROLLABLE ELECTRONIC21
2631+RECORD IF ANOTHER PERSON , OTHER THAN THE TRANSFEROR TO THE22
2632+PERSON OF AN INTEREST IN THE CONTROLLABLE ELECTRONIC RECORD OR23
2633+A CONTROLLABLE ACCOUNT OR CONTROLLABLE PAYMENT INTANGIBLE24
2634+EVIDENCED BY THE CONTROLLABLE ELECTRONIC RECORD :25
2635+(1) H
2636+AS CONTROL OF THE ELECTRONIC RECORD AND26
2637+ACKNOWLEDGES THAT IT HAS CONTROL ON BEHALF OF THE PERSON ; OR27
2638+090
2639+-81- (2) OBTAINS CONTROL OF THE ELECTRONIC RECORD AFTER HAVING1
2640+ACKNOWLEDGED THAT IT WILL OBTAIN CONTROL OF THE ELECTRONIC2
2641+RECORD ON BEHALF OF THE PERSON .3
2642+(f) A
2643+ PERSON THAT HAS CONTROL UNDER THIS SECTION IS NOT4
2644+REQUIRED TO ACKNOWLEDGE THAT IT HAS CONTROL ON BEHALF OF5
2645+ANOTHER PERSON.6
2646+(g) I
2647+F A PERSON ACKNOWLEDGES THAT IT HAS OR WILL OBTAIN7
2648+CONTROL ON BEHALF OF ANOTHER PERSON , UNLESS THE PERSON8
2649+OTHERWISE AGREES OR LAW OTHER THAN THIS ARTICLE 12 OR ARTICLE 99
2650+OF THIS TITLE 4 OTHERWISE PROVIDES, THE PERSON DOES NOT OWE ANY10
2651+DUTY TO THE OTHER PERSON AND IS NOT REQUIRED TO CONFIRM THE11
2652+ACKNOWLEDGMENT TO ANY OTHER PERSON .12
2653+4-12-106. Discharge of account debtor on controllable account13
2654+or controllable payment intangible. (a) A
2655+N ACCOUNT DEBTOR ON A14
2656+CONTROLLABLE ACCOUNT OR CONTROLLABLE PAYMENT INT ANGIBLE MAY15
2657+DISCHARGE ITS OBLIGATION BY PAYING:16
2658+(1) T
2659+HE PERSON HAVING CONTROL OF THE CONTROLLABLE17
2660+ELECTRONIC RECORD THAT EVIDENCES THE CONTROLLABLE ACCOUNT OR18
2661+CONTROLLABLE PAYMENT INTANGIBLE ; OR19
2662+(2) E
2663+XCEPT AS PROVIDED IN SUBSECTION (b) OF THIS SECTION, A20
2664+PERSON THAT FORMERLY HAD CONTROL OF THE CONTROLLABLE21
2665+ELECTRONIC RECORD.22
2666+(b) S
2667+UBJECT TO SUBSECTION (d) OF THIS SECTION, THE ACCOUNT23
2668+DEBTOR MAY NOT DISCHARGE ITS OBLIGATION BY PAYING A PERSON THAT24
2669+FORMERLY HAD CONTROL OF THE CONTROLLABLE ELECTRONIC RECORD IF25
2670+THE ACCOUNT DEBTOR RECEIVES A NOTIFICATION THAT :26
2671+(1) I
2672+S SIGNED BY A PERSON THAT FORMERLY HAD CONTROL OR THE27
2673+090
2674+-82- PERSON TO WHICH CONTROL WAS TRANSFERRED ;1
2675+(2) R
2676+EASONABLY IDENTIFIES THE CONTROLLABLE ACCOUNT OR2
2677+CONTROLLABLE PAYMENT INTANGIBLE ;3
2678+(3) N
2679+OTIFIES THE ACCOUNT DEBTOR THAT CONTROL OF THE4
2680+CONTROLLABLE ELECTRONIC RECORD THAT EVIDENCES THE5
2681+CONTROLLABLE ACCOUNT OR CONTROLLABLE PAYMENT INTANGIBLE WAS6
2682+TRANSFERRED;7
2683+(4) I
2684+DENTIFIES THE TRANSFEREE, IN ANY REASONABLE WAY ,8
2685+INCLUDING BY NAME, IDENTIFYING NUMBER, CRYPTOGRAPHIC KEY, OFFICE,9
2686+OR ACCOUNT NUMBER; AND10
2687+(5) P
2688+ROVIDES A COMMERCIALLY REASONABLE METHOD BY WHICH11
2689+THE ACCOUNT DEBTOR IS TO PAY THE TRANSFEREE .12
2690+(c) A
2691+FTER RECEIPT OF A NOTIFICATION THAT COMPLIES WITH13
2692+SUBSECTION (b) OF THIS SECTION, THE ACCOUNT DEBTOR MAY DISCHARGE14
2693+ITS OBLIGATION BY PAYING IN ACCORDANCE WITH THE NOTIFICATION AND15
2694+MAY NOT DISCHARGE THE OBLIGATION BY PAYING A PERSON THAT16
2695+FORMERLY HAD CONTROL .17
2696+(d) S
2697+UBJECT TO SUBSECTION (h) OF THIS SECTION, NOTIFICATION18
2698+IS INEFFECTIVE UNDER SUBSECTION (b) OF THIS SECTION:19
2699+(1) U
2700+NLESS, BEFORE THE NOTIFICATION IS SENT, THE ACCOUNT20
2701+DEBTOR AND THE PERSON THAT , AT THAT TIME, HAD CONTROL OF THE21
2702+CONTROLLABLE ELECTRONIC RECORD THAT EVIDENCES THE22
2703+CONTROLLABLE ACCOUNT OR CONTROLLABLE PAYMENT INTANGIBLE23
2704+AGREE IN A SIGNED RECORD TO A COMMERCIALLY REASONABLE METHOD24
2705+BY WHICH A PERSON MAY FURNISH REASONABLE PROOF THAT CONTROL25
2706+HAS BEEN TRANSFERRED;26
2707+(2) T
2708+O THE EXTENT AN AGREEMENT BETWEEN THE ACCOUNT27
2709+090
2710+-83- DEBTOR AND SELLER OF A PAYMENT INTANGIBLE LIMITS THE ACCOUNT1
2711+DEBTOR'S DUTY TO PAY A PERSON OTHER THAN THE SELLER AND THE2
2712+LIMITATION IS EFFECTIVE UNDER LAW OTHER THAN THIS ARTICLE 12; OR3
2713+(3) A
2714+T THE OPTION OF THE ACCOUNT DEBTOR, IF THE NOTIFICATION4
2715+NOTIFIES THE ACCOUNT DEBTOR TO :5
2716+(A) D
2717+IVIDE A PAYMENT;6
2718+(B) M
2719+AKE LESS THAN THE FULL AMOUNT OF AN INSTALLMENT OR7
2720+OTHER PERIODIC PAYMENT; OR8
2721+(C) P
2722+AY ANY PART OF A PAYMENT BY MORE THAN ONE METHOD OR9
2723+TO MORE THAN ONE PERSON.10
2724+(e) S
2725+UBJECT TO SUBSECTION (h) OF THIS SECTION, IF REQUESTED11
2726+BY THE ACCOUNT DEBTOR, THE PERSON GIVING THE NOTIFICATION UNDER12
2727+SUBSECTION (b) OF THIS SECTION SEASONABLY SHALL FURNISH13
2728+REASONABLE PROOF, USING THE METHOD IN THE AGREEMENT REFERRED14
2729+TO IN SUBSECTION (d)(1) OF THIS SECTION, THAT CONTROL OF THE15
2730+CONTROLLABLE ELECTRONIC RECORD HAS BEEN TRANSFERRED . UNLESS16
2731+THE PERSON COMPLIES WITH THE REQUEST , THE ACCOUNT DEBTOR MAY17
2732+DISCHARGE ITS OBLIGATION BY PAYING A PERSON THAT FORMERLY HAD18
2733+CONTROL, EVEN IF THE ACCOUNT DEBTOR HAS RECEIVED A NOTIFICATION19
2734+UNDER SUBSECTION (b) OF THIS SECTION.20
2735+(f) A
2736+ PERSON FURNISHES REASONABLE PROOF UNDER SUBSECTION21
2737+(e)
2738+OF THIS SECTION THAT CONTROL HAS BEEN TRANSFERRED IF THE22
2739+PERSON DEMONSTRATES , USING THE METHOD IN THE AGREEMENT23
2740+REFERRED TO IN SUBSECTION (d)(1) OF THIS SECTION, THAT THE24
2741+TRANSFEREE HAS THE POWER TO :25
2742+(1) A
2743+VAIL ITSELF OF SUBSTANTIALLY ALL THE BENEFIT FROM THE26
2744+CONTROLLABLE ELECTRONIC RECORD ;27
2745+090
2746+-84- (2) PREVENT OTHERS FROM AVAILING THEMSELVES OF1
2747+SUBSTANTIALLY ALL THE BENEFIT FROM THE CONTROLLABLE ELECTRONIC2
2748+RECORD; AND3
2749+(3) T
2750+RANSFER THE POWERS SPECIFIED IN SUBSECTIONS (f)(1) AND4
2751+(f)(2)
2752+OF THIS SECTION TO ANOTHER PERSON.5
2753+(g) S
2754+UBJECT TO SUBSECTION (h) OF THIS SECTION, AN ACCOUNT6
2755+DEBTOR MAY NOT WAIVE OR VARY ITS RIGHTS UNDER SUBSECTIONS (d)(1)7
2756+AND (e) OF THIS SECTION OR ITS OPTION UNDER SUBSECTION (d)(3) OF THIS8
2757+SECTION.9
2758+(h) T
2759+HIS SECTION IS SUBJECT TO LAW OTHER THAN THIS ARTICLE10
2760+12
2761+ WHICH ESTABLISHES A DIFFERENT RULE FOR AN ACCOUNT DEBTOR WHO11
2762+IS AN INDIVIDUAL AND WHO INCURRED THE OBLIGATION PRIMARILY FOR12
2763+PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES.13
2764+4-12-107. Governing law. (a) E
2765+XCEPT AS PROVIDED IN14
2766+SUBSECTION (b) OF THIS SECTION, THE LOCAL LAW OF A CONTROLLABLE15
2767+ELECTRONIC RECORD'S JURISDICTION GOVERNS A MA TTER COVERED BY16
2768+THIS ARTICLE 12.17
2769+(b) F
2770+OR A CONTROLLABLE ELECTRONIC RECORD THAT EVIDENCES18
2771+A CONTROLLABLE ACCOUNT OR CONTROLLABLE PAYMENT INTANGIBLE ,19
2772+THE LOCAL LAW OF THE CONTROLLABLE ELECTRONIC RECORD 'S20
2773+JURISDICTION GOVERNS A MATTER COVERED BY SECTION 4-12-106 UNLESS21
2774+AN EFFECTIVE AGREEMENT DETERMINES THAT THE LOCAL LAW OF22
2775+ANOTHER JURISDICTION GOVERNS .23
2776+(c) T
2777+HE FOLLOWING RULES DETERMINE A CONTROLLABLE24
2778+ELECTRONIC RECORD'S JURISDICTION UNDER THIS SECTION:25
2779+(1) I
2780+F THE CONTROLLABLE ELECTRONIC RECORD , OR A RECORD26
2781+ATTACHED TO OR LOGICALLY ASSOCIATED WITH THE CONTROLLABLE27
2782+090
2783+-85- ELECTRONIC RECORD AND READILY AVAILABLE FOR REVIEW , EXPRESSLY1
2784+PROVIDES THAT A PARTICULAR JURISDICTION IS THE CONTROLLABLE2
2785+ELECTRONIC RECORD'S JURISDICTION FOR PURPOSES OF THIS ARTICLE 12 OR3
2786+THIS TITLE 4, THAT JURISDICTION IS THE CONTROLLABLE ELECTRONIC4
2787+RECORD'S JURISDICTION.5
2788+(2) I
2789+F SUBSECTION (c)(1) OF THIS SECTION DOES NOT APPLY AND6
2790+THE RULES OF THE SYSTEM IN WHICH THE CONTROLLABLE ELECTRONIC7
2791+RECORD IS RECORDED ARE READILY AVAILABLE FOR REVIEW AND8
2792+EXPRESSLY PROVIDE THAT A PARTICULAR JURISDICTION IS THE9
2793+CONTROLLABLE ELECTRONIC RECORD 'S JURISDICTION FOR PURPOSES OF10
2794+THIS ARTICLE 12 OR THIS TITLE 4, THAT JURISDICTION IS THE11
2795+CONTROLLABLE ELECTRONIC RECORD 'S JURISDICTION.12
2796+(3) I
2797+F SUBSECTIONS (c)(1) AND (c)(2) OF THIS SECTION DO NOT13
2798+APPLY AND THE CONTROLLABLE ELECTRONIC RECORD , OR A RECORD14
2799+ATTACHED TO OR LOGICALLY ASSOCIATED WITH THE CONTROLLABLE15
2800+ELECTRONIC RECORD AND READILY AVAILABLE FOR REVIEW , EXPRESSLY16
2801+PROVIDES THAT THE CONTROLLABLE ELECTRONIC RECORD IS GOVERNED17
2802+BY THE LAW OF A PARTICULAR JURISDICTION , THAT JURISDICTION IS THE18
2803+CONTROLLABLE ELECTRONIC RECORD 'S JURISDICTION.19
2804+(4) I
2805+F SUBSECTIONS (c)(1), (c)(2), AND (c)(3) OF THIS SECTION DO20
2806+NOT APPLY AND THE RULES OF THE SYSTEM IN WHICH THE CONTROLLABLE21
2807+ELECTRONIC RECORD IS RECORDED ARE READILY AVAILABLE FOR REVIEW22
2808+AND EXPRESSLY PROVIDE THAT THE CONTROLLABLE ELECTRONIC RECORD23
2809+OR THE SYSTEM IS GOVERNED BY THE LAW OF A PARTICULAR24
2810+JURISDICTION, THAT JURISDICTION IS THE CONTROLLABLE ELECTRONIC25
2811+RECORD'S JURISDICTION.26
2812+(5) I
2813+F SUBSECTIONS (c)(1) TO (c)(4) OF THIS SECTION DO NOT27
2814+090
2815+-86- APPLY, THE CONTROLLABLE ELECTRONIC RECORD 'S JURISDICTION IS THE1
2816+D
2817+ISTRICT OF COLUMBIA.2
2818+(d) I
2819+F SUBSECTION (c)(5) OF THIS SECTION APPLIES AND THIS3
2820+ARTICLE 12 IS NOT IN EFFECT IN THE DISTRICT OF COLUMBIA WITHOUT4
2821+MATERIAL MODIFICATION, THE GOVERNING LAW FOR A MATTER COVERED5
2822+BY THIS ARTICLE 12 IS THE LAW OF THE DISTRICT OF COLUMBIA AS6
2823+THOUGH THIS ARTICLE 12 WERE IN EFFECT IN THE DISTRICT OF COLUMBIA7
2824+WITHOUT MATERIAL MODIFICATION . IN THIS SUBSECTION (d), "ARTICLE8
2825+12"
2826+ MEANS ARTICLE 12 OF THE "UNIFORM COMMERCIAL CODE".9
2827+(e) T
2828+O THE EXTENT SUBSECTIONS (a) AND (b) OF THIS SECTION10
2829+PROVIDE THAT THE LOCAL LAW OF THE CONTROLLABLE ELECTRONIC11
2830+RECORD'S JURISDICTION GOVERNS A MATTER COVERED BY THIS ARTICLE12
2831+12,
2832+ THAT LAW GOVERNS EVEN IF THE MATTER OR A TRANSACTION TO13
2833+WHICH THE MATTER RELATES DOES NOT BEAR ANY RELATION TO THE14
2834+CONTROLLABLE ELECTRONIC RECORD 'S JURISDICTION.15
2835+(f) T
2836+HE RIGHTS ACQUIRED UNDER SECTION 4-12-104 BY A16
2837+PURCHASER OR QUALIFYING PURCHASER ARE GOVERNED BY THE LAW17
2838+APPLICABLE UNDER THIS SECTION AT THE TIME OF PURCHASE .18
2839+ARTICLE 1319
2840+Transitional Provisions for Uniform Commercial Code20
2841+Amendments (2022)21
2842+PART 122
2843+GENERAL PROVISIONS AND DEFINITIONS23
2844+4-13-101. Short title. T
2845+HIS ARTICLE 13 MAY BE CITED AS24
2846+"T
2847+RANSITIONAL PROVISIONS FOR UNIFORM COMMERCIAL CODE25
16772848 A
1678-SIGNED
1679- security agreement.
1680-SECTION 58. In Colorado Revised Statutes, 4-9-313, amend (a),
1681-(c), and (d) as follows:
1682-4-9-313. When possession by or delivery to secured party
1683-perfects security interest without filing. (a) Except as otherwise provided
1684-in subsection (b) of this section, a secured party may perfect a security
1685-interest in tangible negotiable documents,
1686- goods, instruments, NEGOTIABLE
1687-TANGIBLE DOCUMENTS
1688-, OR TANGIBLE money or tangible chattel paper
1689- by
1690-taking possession of the collateral. A secured party may perfect a security
1691-interest in certificated securities by taking delivery of the certificated
1692-securities under section 4-8-301.
1693-(c) With respect to collateral other than certificated securities and
1694-goods covered by a document, a secured party takes possession of collateral
1695-in the possession of a person other than the debtor, the secured party, or a
1696-lessee of the collateral from the debtor in the ordinary course of the debtor's
1697-business when:
1698-(1) The person in possession authenticates
1699- SIGNS a record
1700-acknowledging that it holds possession of the collateral for the secured
1701-party's benefit; or
1702-(2) The person takes possession of the collateral after having
1703-authenticated
1704- SIGNED a record acknowledging that it will hold possession
1705-PAGE 43-SENATE BILL 23-090 of THE collateral for the secured party's benefit.
1706-(d) If perfection of a security interest depends upon possession of
1707-the collateral by a secured party, perfection occurs no NOT earlier than the
1708-time the secured party takes possession and continues only while the
1709-secured party retains possession.
1710-SECTION 59. In Colorado Revised Statutes, 4-9-314, amend (a),
1711-(b), and (c) introductory portion as follows:
1712-4-9-314. Perfection by control. (a) A security interest in
1713-investment property, deposit accounts, letter-of-credit rights, electronic
1714-chattel paper, or electronic documents CONTROLLABLE ACCOUNTS ,
1715-CONTROLLABLE ELECTRONIC RECORDS , CONTROLLABLE PAYMENT
1716-INTANGIBLES
1717-, DEPOSIT ACCOUNTS, ELECTRONIC DOCUMENTS, ELECTRONIC
1718-MONEY
1719-, INVESTMENT PROPERTY, OR LETTER-OF-CREDIT RIGHTS may be
1720-perfected by control of the collateral under section 4-7-106, 4-9-104,
1721-4-9-105
1722- 4-9-105.5, 4-9-106, or 4-9-107, OR 4-9-107.5.
1723-(b) A security interest in deposit accounts, electronic chattel paper,
1724-letter-of-credit rights, or electronic documents CONTROLLABLE ACCOUNTS ,
1725-CONTROLLABLE ELECTRONIC RECORDS , CONTROLLABLE PAYMENT
1726-INTANGIBLES
1727-, DEPOSIT ACCOUNTS, ELECTRONIC DOCUMENTS, ELECTRONIC
1728-MONEY
1729-, OR LETTER-OF-CREDIT RIGHTS is perfected by control under section
1730-4-7-106, 4-9-104, 4-9-105, or
1731- 4-9-105.5, 4-9-107, when OR 4-9-107.5 NOT
1732-EARLIER THAN THE TIME
1733- the secured party obtains control and remains
1734-perfected by control only while the secured party retains control.
1735-(c) A security interest in investment property is perfected by control
1736-under section 4-9-106 from
1737- NOT EARLIER THAN the time the secured party
1738-obtains control and remains perfected by control until:
1739-SECTION 60. In Colorado Revised Statutes, add 4-9-314.5 as
1740-follows:
1741-4-9-314.5. Perfection by possession and control of chattel paper.
2849+MENDMENTS (2022)".26
2850+4-13-102. Definitions. (a) I
2851+N THIS ARTICLE 13:27
2852+090
2853+-87- (1) "ADJUSTMENT DATE" MEANS JULY 1, 2025, OR THE DATE THAT1
2854+IS ONE YEAR AFTER THE EFFECTIVE DATE OF THIS ARTICLE 13, WHICHEVER2
2855+IS LATER.3
2856+(2) "A
2857+RTICLE 12" MEANS ARTICLE 12 OF THIS TITLE 4.4
2858+(3) "A
2859+RTICLE 12 PROPERTY" MEANS A CONTROLLABLE ACCOUNT ,5
2860+CONTROLLABLE ELECTRONIC RECORD , OR CONTROLLABLE PAYMENT6
2861+INTANGIBLE.7
2862+(b) T
2863+HE FOLLOWING DEFINITIONS IN OTHER ARTICLES OF THIS TITLE8
2864+4
2865+ APPLY TO THIS ARTICLE 13.9
2866+"C
2867+ONTROLLABLE ACCOUNT "S ECTION 4-9-102. 10
2868+"C
2869+ONTROLLABLE ELECTRONIC RECORD "S ECTION 4-12-102. 11
2870+"C
2871+ONTROLLABLE PAYMENT INTANGIBLE "S ECTION 4-9-102. 12
2872+"E
2873+LECTRONIC MONEY"S ECTION 4-9-102. 13
2874+"F
2875+INANCING STATEMENT"S ECTION 4-9-102. 14
2876+(c) A
2877+RTICLE 1 OF THIS TITLE 4 CONTAINS GENERAL DEFINITIONS15
2878+AND PRINCIPLES OF CONSTRUCTION AND INTERPRETATION APPLICABLE16
2879+THROUGHOUT THIS ARTICLE 13.17
2880+PART 218
2881+GENERAL TRANSITIONAL PROVISION19
2882+4-13-201. Saving clause. E
2883+XCEPT AS PROVIDED IN PART 3 OF THIS20
2884+ARTICLE 13, A TRANSACTION VALIDLY ENTERED INTO BEFORE THE21
2885+EFFECTIVE DATE OF THIS ARTICLE 13 AND THE RIGHTS, DUTIES, AND22
2886+INTERESTS FLOWING FROM THE TRANSACTION REMAIN VALID THEREAFTER23
2887+AND MAY BE TERMINATED, COMPLETED, CONSUMMATED, OR ENFORCED AS24
2888+REQUIRED OR PERMITTED BY LAW OTHER THAN THIS TITLE 4 OR, IF25
2889+APPLICABLE, THIS TITLE 4, AS THOUGH THIS ARTICLE 13 HAD NOT TAKEN26
2890+EFFECT.27
2891+090
2892+-88- PART 31
2893+TRANSITIONAL PROVISIONS FOR2
2894+ARTICLES 9 AND 12 OF THIS TITLE 43
2895+4-13-301. Saving clause. (a) E
2896+XCEPT AS PROVIDED IN THIS PART4
2897+3,
2898+ ARTICLE 9, AS AMENDED BY SENATE BILL 23-090
2899+, ENACTED IN 2023,5
2900+AND ARTICLE 12 OF THIS TITLE 4, AS ENACTED BY SENATE BILL 23-090 ,6
2901+ENACTED IN 2023, APPLY TO A TRANSACTION, LIEN, OR OTHER INTEREST7
2902+IN PROPERTY, EVEN IF THE TRANSACTION , LIEN, OR INTEREST WAS8
2903+ENTERED INTO, CREATED, OR ACQUIRED BEFORE THE EFFECTIVE DATE OF9
2904+THIS ARTICLE 13.10
2905+(b) E
2906+XCEPT AS PROVIDED IN SUBSECTION (c) OF THIS SECTION AND11
2907+SECTIONS 4-13-302 TO 4-13-306:12
2908+(1) A
2909+ TRANSACTION, LIEN, OR INTEREST IN PROPERTY THAT WAS13
2910+VALIDLY ENTERED INTO , CREATED, OR TRANSFERRED BEFORE THE14
2911+EFFECTIVE DATE OF THIS ARTICLE 13 AND THAT WAS NOT GOVERNED BY15
2912+THIS TITLE 4, BUT WOULD BE SUBJECT TO ARTICLE 9 OF THIS TITLE 4, AS16
2913+AMENDED BY SENATE BILL 23-090
2914+, ENACTED IN 2023, OR ARTICLE 12 OF17
2915+THIS TITLE 4, AS ENACTED BY SENATE BILL 23-090, ENACTED IN 2023, IF18
2916+IT HAD BEEN ENTERED INTO, CREATED, OR TRANSFERRED ON OR AFTER THE19
2917+EFFECTIVE DATE OF THIS ARTICLE 13, INCLUDING THE RIGHTS, DUTIES, AND20
2918+INTERESTS FLOWING FROM THE TRANSACTION , LIEN, OR INTEREST,21
2919+REMAINS VALID ON AND AFTER THE EFFECTIVE DATE OF THIS ARTICLE 13;22
2920+AND23
2921+(2) T
2922+HE TRANSACTION, LIEN, OR INTEREST MAY BE TERMINATED,24
2923+COMPLETED, CONSUMMATED, AND ENFORCED AS REQUIRED OR PERMITTED25
2924+BY THIS TITLE 4, AS AMENDED BY SENATE BILL 23-090
2925+, ENACTED IN 2023,26
2926+OR BY THE LAW THAT WOULD APPLY IF THIS TITLE 4, AS AMENDED BY27
2927+090
2928+-89- SENATE BILL 23-090, ENACTED IN 2023, HAD NOT TAKEN EFFECT.1
2929+(c) T
2930+HIS ARTICLE 13 DOES NOT AFFECT AN ACTION , CASE, OR2
2931+PROCEEDING COMMENCED BEFORE THE EFFECTIVE DATE OF THIS ARTICLE3
2932+13.4
2933+4-13-302. Security interest perfected before effective date.5
17422934 (a) A
1743- SECURED PARTY MAY PERFECT A SECURITY INTEREST IN CHATTEL
1744-PAPER BY TAKING POSSESSION OF EACH AUTHORITATIVE TANGIBLE COPY OF
1745-THE RECORD EVIDENCING THE CHATTEL PAPER AND OBTAINING CONTROL OF
1746-EACH AUTHORITATIVE ELECTRONIC COPY OF THE ELECTRONIC RECORD
1747-PAGE 44-SENATE BILL 23-090 EVIDENCING THE CHATTEL PAPER .
1748-(b) A
1749- SECURITY INTEREST IS PERFECTED UNDER SUBSECTION (a) OF
1750-THIS SECTION NOT EARLIER THAN THE TIME THE SECURED PARTY TAKES
1751-POSSESSION AND OBTAINS CONTROL AND REMAINS PERFECTED UNDER
1752-SUBSECTION
1753- (a) OF THIS SECTION ONLY WHILE THE SECURED PARTY RETAINS
1754-POSSESSION AND CONTROL
1755-.
1756-(c) S
1757-ECTION 4-9-313 (c) AND (f) TO (i) APPLIES TO PERFECTION BY
1758-POSSESSION OF AN AUTHORITATIVE TANGIBLE COPY OF A RECORD
1759-EVIDENCING CHATTEL PAPER
1760-.
1761-SECTION 61. In Colorado Revised Statutes, 4-9-316, amend (a)
1762-introductory portion and (f) introductory portion as follows:
1763-4-9-316. Continued perfection of security interest following
1764-change in governing law. (a) A security interest perfected pursuant to the
1765-law of the jurisdiction designated in section 4-9-301 (1), or
1766- 4-9-305 (c),
1767-4-9-306.5 (d),
1768-OR 4-9-306.7 (b) remains perfected until the earliest of:
1769-(f) A security interest in
1770-CHATTEL PAPER, CONTROLLABLE
1771-ACCOUNTS
1772-, CONTROLLABLE ELECTRONIC RECORDS , CONTROLLABLE
1773-PAYMENT INTANGIBLES
1774-, deposit accounts, letter-of-credit rights, or
1775-investment property which is perfected under the law of the
1776-CHATTEL
1777-PAPER
1778-'S JURISDICTION, THE CONTROLLABLE ELECTRONIC RECORD 'S
1779-JURISDICTION
1780-, THE bank's jurisdiction, the issuer's jurisdiction, a nominated
1781-person's jurisdiction, the securities intermediary's jurisdiction, or the
1782-commodity intermediary's jurisdiction, as applicable, remains perfected
1783-until the earlier of:
1784-SECTION 62. In Colorado Revised Statutes, 4-9-317, amend (b)
1785-and (d); and add (f), (g), (h), and (i) as follows:
1786-4-9-317. Interests that take priority over or take free of security
1787-interest or agricultural lien. (b) Except as otherwise provided in
1788-subsection (e) of this section, a buyer, other than a secured party, of tangible
1789-chattel paper, tangible documents, goods, instruments, TANGIBLE
1790-DOCUMENTS
1791-, or a certificated security takes free of a security interest or
1792-agricultural lien if the buyer gives value and receives delivery of the
1793-collateral without knowledge of the security interest or agricultural lien and
1794-PAGE 45-SENATE BILL 23-090 before it is perfected.
1795-(d) S
1796-UBJECT TO SUBSECTIONS (f) TO (i) OF THIS SECTION, a licensee
1797-of a general intangible or a buyer, other than a secured party, of collateral
1798-other than tangible chattel paper, tangible documents, ELECTRONIC MONEY,
1799-goods, instruments,
1800-TANGIBLE DOCUMENTS, or a certificated security takes
1801-free of a security interest if the licensee or buyer gives value without
1802-knowledge of the security interest and before it is perfected.
1803-(f) A
1804- BUYER, OTHER THAN A SECURED PARTY , OF CHATTEL PAPER
1805-TAKES FREE OF A SECURITY INTEREST IF
1806-, WITHOUT KNOWLEDGE OF THE
1807-SECURITY INTEREST AND BEFORE IT IS PERFECTED
1808-, THE BUYER GIVES VALUE
1809-AND
1810-:
2935+ SECURITY INTEREST THAT IS ENFORCEABLE AND PERFECTED6
2936+IMMEDIATELY BEFORE THE EFFECTIVE DATE OF THIS ARTICLE 13 IS A7
2937+PERFECTED SECURITY INTEREST UNDER THIS TITLE 4 IF, ON THE EFFECTIVE8
2938+DATE OF THIS ARTICLE 13, THE REQUIREMENTS FOR ENFORCEABILITY AND9
2939+PERFECTION UNDER THIS TITLE 4 ARE SATISFIED WITHOUT FURTHER10
2940+ACTION.11
2941+(b) I
2942+F A SECURITY INTEREST IS ENFORCEABLE AND PERFECTED12
2943+IMMEDIATELY BEFORE THE EFFECTIVE DATE OF THIS ARTICLE 13, BUT THE13
2944+REQUIREMENTS FOR ENFORCEABILITY OR PERFECTION UNDER THIS TITLE14
2945+4
2946+ ARE NOT SATISFIED ON THE EFFECTIVE DATE OF THIS ARTICLE 13, THE15
2947+SECURITY INTEREST:16
2948+(1) I
2949+S A PERFECTED SECURITY INTEREST UNTIL THE EARLIER OF THE17
2950+TIME PERFECTION WOULD HAVE CEASED UNDER THE LAW IN EFFECT18
2951+IMMEDIATELY BEFORE THE EFFECTIVE DATE OF THIS ARTICLE 13 OR THE19
2952+ADJUSTMENT DATE;20
2953+(2) R
2954+EMAINS ENFORCEABLE THEREAFTER ONLY IF THE SECURITY21
2955+INTEREST SATISFIES THE REQUIREMENTS FOR ENFORCEABILITY UNDER22
2956+SECTION 4-9-203, AS AMENDED BY SENATE BILL 23-090
2957+, ENACTED IN23
2958+2023,
2959+ BEFORE THE ADJUSTMENT DATE ; AND24
2960+(3) R
2961+EMAINS PERFECTED THEREAFTER ONLY IF THE REQUIREMENTS25
2962+FOR PERFECTION UNDER THIS TITLE 4 ARE SATISFIED BEFORE THE TIME26
2963+SPECIFIED IN SUBSECTION (b)(1) OF THIS SECTION.27
2964+090
2965+-90- 4-13-303. Security interest unperfected before effective date.1
2966+A
2967+ SECURITY INTEREST THAT IS ENFORCEABLE IMMEDIATELY BEFORE THE2
2968+EFFECTIVE DATE OF THIS ARTICLE 13 BUT IS UNPERFECTED AT THAT TIME:3
18112969 (1) R
1812-ECEIVES DELIVERY OF EACH AUTHORITATIVE TANGIBLE COPY
1813-OF THE RECORD EVIDENCING THE CHATTEL PAPER
1814-; AND
1815-(2) IF EACH AUTHORITATIVE ELECTRONIC COPY OF THE RECORD
1816-EVIDENCING THE CHATTEL PAPER CAN BE SUBJECTED TO CONTROL UNDER
1817-SECTION
1818-4-9-105, OBTAINS CONTROL OF EACH AUTHORITATIVE ELECTRONIC
1819-COPY
1820-.
1821-(g) A
1822- BUYER OF AN ELECTRONIC DOCUMENT TAKES FREE OF A
1823-SECURITY INTEREST IF
1824-, WITHOUT KNOWLEDGE OF THE SECURITY INTEREST
1825-AND BEFORE IT IS PERFECTED
1826-, THE BUYER GIVES VALUE AND , IF EACH
1827-AUTHORITATIVE ELECTRONIC COPY OF THE DOCUMENT CAN BE SUBJECTED
1828-TO CONTROL UNDER SECTION
1829-4-7-106, OBTAINS CONTROL OF EACH
1830-AUTHORITATIVE ELECTRONIC COPY
1831-.
1832-(h) A
1833- BUYER OF A CONTROLLABLE ELECTRONIC RECORD TAKES FREE
1834-OF A SECURITY INTEREST IF
1835-, WITHOUT KNOWLEDGE OF THE SECURITY
1836-INTEREST AND BEFORE IT IS PERFECTED
1837-, THE BUYER GIVES VALUE AND
1838-OBTAINS CONTROL OF THE CONTROLLABLE ELECTRONIC RECORD
1839-.
1840-(i) A
1841- BUYER, OTHER THAN A SECURED PARTY, OF A CONTROLLABLE
1842-ACCOUNT OR A CONTROLLABLE PAYMENT INTANGIBLE TAKES FREE OF A
1843-SECURITY INTEREST IF
1844-, WITHOUT KNOWLEDGE OF THE SECURITY INTEREST
1845-AND BEFORE IT IS PERFECTED
1846-, THE BUYER GIVES VALUE AND OBTAINS
1847-CONTROL OF THE CONTROLLABLE ACCOUNT OR CONTROLLABLE PAYMENT
1848-INTANGIBLE
1849-.
1850-PAGE 46-SENATE BILL 23-090 SECTION 63. In Colorado Revised Statutes, 4-9-323, amend (d)
1851-introductory portion and (f) introductory portion as follows:
1852-4-9-323. Future advances. (d) Except as otherwise provided in
1853-subsection (e) of this section, a buyer of goods other than a buyer in
1854-ordinary course of business takes free of a security interest to the extent that
1855-it secures advances made after the earlier of:
1856-(f) Except as otherwise provided in subsection (g) of this section, a
1857-lessee of goods other than a lessee in ordinary course of business, takes the
1858-leasehold interest free of a security interest to the extent that it secures
1859-advances made after the earlier of:
1860-SECTION 64. In Colorado Revised Statutes, 4-9-324, amend
1861-(b)(2) and (d)(2) as follows:
1862-4-9-324. Priority of purchase-money security interests.
1863-(b) Subject to subsection (c) of this section and except as otherwise
1864-provided in subsection (g) of this section, a perfected purchase-money
1865-security interest in inventory has priority over a conflicting security interest
1866-in the same inventory, has priority over a conflicting security interest in
1867-chattel paper or an instrument constituting proceeds of the inventory and in
1868-proceeds of the chattel paper, if so provided in section 4-9-330, and, except
1869-as otherwise provided in section 4-9-327, also has priority in identifiable
1870-cash proceeds of the inventory to the extent the identifiable cash proceeds
1871-are received on or before the delivery of the inventory to a buyer, if:
1872-(2) The purchase-money secured party sends an authenticated
1873- A
1874-SIGNED
1875- notification to the holder of the conflicting security interest;
1876-(d) Subject to subsection (e) of this section and except as otherwise
1877-provided in subsection (g) of this section, a perfected purchase-money
1878-security interest in livestock that are farm products has priority over a
1879-conflicting security interest in the same livestock, and, except as otherwise
1880-provided in section 4-9-327, a perfected security interest in their identifiable
1881-proceeds and identifiable products in their unmanufactured states also has
1882-priority, if:
1883-(2) The purchase-money secured party sends an authenticated
1884- A
1885-SIGNED
1886- notification to the holder of the conflicting security interest;
1887-PAGE 47-SENATE BILL 23-090 SECTION 65. In Colorado Revised Statutes, add 4-9-326.5 as
1888-follows:
1889-4-9-326.5. Priority of security interest in controllable account,
1890-controllable electronic record, and controllable payment intangible. A
1891-SECURITY INTEREST IN A CONTROLLABLE ACCOUNT , CONTROLLABLE
1892-ELECTRONIC RECORD
1893-, OR CONTROLLABLE PAYMENT INTANGIBLE HELD BY A
1894-SECURED PARTY HAVING CONTROL OF THE ACCOUNT
1895-, ELECTRONIC RECORD,
1896-OR PAYMENT INTANGIBLE HAS PRIORITY OVER A CONFLICTING SECURITY
1897-INTEREST HELD BY A SECURED PARTY THAT DOES NOT HAVE CONTROL
1898-.
1899-SECTION 66. In Colorado Revised Statutes, 4-9-330, amend (a),
1900-(b), and (f) as follows:
1901-4-9-330. Priority of purchaser of chattel paper or instrument.
1902-(a) A purchaser of chattel paper has priority over a security interest in the
1903-chattel paper which is claimed merely as proceeds of inventory subject to
1904-a security interest if:
1905-(1) In good faith and in the ordinary course of the purchaser's
1906-business, the purchaser gives new value, and
1907- takes possession of EACH
1908-AUTHORITATIVE TANGIBLE COPY OF THE RECORD EVIDENCING
1909- the chattel
1910-paper, or
1911- AND obtains control of UNDER SECTION 4-9-105 OF EACH
1912-AUTHORITATIVE ELECTRONIC COPY OF THE RECORD EVIDENCING
1913- the chattel
1914-paper; under section 4-9-105;
1915- and
1916-(2) The
1917-AUTHORITATIVE COPIES OF THE RECORD EVIDENCING THE
1918-chattel paper does
1919- DO not indicate that it THE CHATTEL PAPER has been
1920-assigned to an identified assignee other than the purchaser.
1921-(b) A purchaser of chattel paper has priority over a security interest
1922-in the chattel paper which is claimed other than merely as proceeds of
1923-inventory subject to a security interest if the purchaser gives new value, and
1924-takes possession of EACH AUTHORITATIVE TANGIBLE COPY OF THE RECORD
1925-EVIDENCING
1926- the chattel paper, or
1927- AND obtains control of UNDER SECTION
1928-4-9-105 OF EACH AUTHORITATIVE ELECTRONIC COPY OF THE RECORD
1929-EVIDENCING
1930- the chattel paper under section 4-9-105
1931- in good faith, in the
1932-ordinary course of the purchaser's business, and without knowledge that the
1933-purchase violates the rights of the secured party.
1934-PAGE 48-SENATE BILL 23-090 (f) For purposes of subsections (b) and (d) of this section, if THE
1935-AUTHORITATIVE COPIES OF THE RECORD EVIDENCING
1936- chattel paper or an
1937-instrument indicates that it
1938- THE CHATTEL PAPER OR INSTRUMENT has been
1939-assigned to an identified secured party other than the purchaser, a purchaser
1940-of the chattel paper or instrument has knowledge that the purchase violates
1941-the rights of the secured party.
1942-SECTION 67. In Colorado Revised Statutes, 4-9-331, amend (a)
1943-and (b) as follows:
1944-4-9-331. Priority of rights of purchasers of controllable
1945-accounts, controllable electronic records, controllable payment
1946-intangibles, documents, instruments, and securities under other articles
1947-- priority of interests in financial assets and security entitlements and
1948-protection against assertion of claim under articles 8 and 12. (a) This
1949-article
1950- ARTICLE 9 does not limit the rights of a holder in due course of a
1951-negotiable instrument, a holder to which a negotiable document of title has
1952-been duly negotiated, or
1953- a protected purchaser of a security, OR A
1954-QUALIFYING PURCHASER OF A CONTROLLABLE ACCOUNT
1955-, CONTROLLABLE
1956-ELECTRONIC RECORD
1957-, OR CONTROLLABLE PAYMENT INTANGIBLE . These
1958-holders or purchasers take priority over an earlier security interest, even if
1959-perfected, to the extent provided in articles 3, 7, and 8, AND 12 of this title
1960-TITLE 4.
1961-(b) This article ARTICLE 9 does not limit the rights of or impose
1962-liability on a person to the extent that the person is protected against the
1963-assertion of a claim under article 8
1964-OR 12 of this title TITLE 4.
1965-SECTION 68. In Colorado Revised Statutes, amend 4-9-332 as
1966-follows:
1967-4-9-332. Transfer of tangible money - transfer of funds from
1968-deposit account. (a) A transferee of
1969-TANGIBLE money takes the money free
1970-of a security interest unless the transferee acts
1971- IF THE TRANSFEREE RECEIVES
1972-POSSESSION OF THE MONEY WITHOUT ACTING
1973- in collusion with the debtor in
1974-violating the rights of the secured party.
1975-(b) A transferee of funds from a deposit account takes the funds free
1976-of a security interest in the deposit account unless the transferee acts
1977- IF THE
1978-TRANSFEREE RECEIVES THE FUNDS WITHOUT ACTING
1979- in collusion with the
1980-PAGE 49-SENATE BILL 23-090 debtor in violating the rights of the secured party.
1981-(c) A
1982- TRANSFEREE OF ELECTRONIC MONEY TAKES THE MONEY FREE
1983-OF A SECURITY INTEREST IF THE TRANSFEREE OBTAINS CONTROL OF THE
1984-MONEY WITHOUT ACTING IN COLLUSION WITH THE DEBTOR IN VIOLATING THE
1985-RIGHTS OF THE SECURED PARTY
1986-.
1987-SECTION 69. In Colorado Revised Statutes, 4-9-334, amend (f)(1)
1988-as follows:
1989-4-9-334. Priority of security interests in fixtures and crops. (f) A
1990-security interest in fixtures, whether or not perfected, has priority over a
1991-conflicting interest of an encumbrancer or owner of the real property if:
1992-(1) The encumbrancer or owner has, in an authenticated
1993- A SIGNED
1994-record, consented to the security interest or disclaimed an interest in the
1995-goods as fixtures; or
1996-SECTION 70. In Colorado Revised Statutes, 4-9-341, amend the
1997-introductory portion as follows:
1998-4-9-341. Bank's rights and duties with respect to deposit
1999-account. Except as otherwise provided in section 4-9-340 (c), and unless
2000-the bank otherwise agrees in an authenticated A SIGNED record, a bank's
2001-rights and duties with respect to a deposit account maintained with the bank
2002-are not terminated, suspended, or modified by:
2003-SECTION 71. In Colorado Revised Statutes, 4-9-404, amend (a)(2)
2004-as follows:
2005-4-9-404. Rights acquired by assignee; claims and defenses
2006-against assignee. (a) Unless an account debtor has made an enforceable
2007-agreement not to assert defenses or claims, and subject to subsections (b)
2008-to (e) of this section, the rights of an assignee are subject to:
2009-(2) Any other defense or claim of the account debtor against the
2010-assignor which accrues before the account debtor receives a notification of
2011-the assignment authenticated
2012- SIGNED by the assignor or the assignee.
2013-SECTION 72. In Colorado Revised Statutes, 4-9-406, amend (a),
2014-PAGE 50-SENATE BILL 23-090 (b) introductory portion, (c), (d) introductory portion, and (g); and add (m)
2015-as follows:
2016-4-9-406. Discharge of account debtor - notification of assignment
2017-- identification and proof of assignment - restrictions on assignment of
2018-accounts, chattel paper, payment intangibles, and promissory notes
2019-ineffective. (a) Subject to subsections (b) to (i)
2020-AND (m) of this section, an
2021-account debtor on an account, chattel paper, or a payment intangible may
2022-discharge its obligation by paying the assignor until, but not after, the
2023-account debtor receives a notification, authenticated
2024- SIGNED by the assignor
2025-or the assignee, that the amount due or to become due has been assigned
2026-and that payment is to be made to the assignee. After receipt of the
2027-notification, the account debtor may discharge its obligation by paying the
2028-assignee and may not discharge the obligation by paying the assignor.
2029-(b) Subject to subsection (h)
2030- SUBSECTIONS (h) AND (m) of this
2031-section, notification is ineffective under subsection (a) of this section:
2032-(c) Subject to subsection (h) SUBSECTIONS (h) AND (m) of this
2033-section, if requested by the account debtor, an assignee shall seasonably
2034-furnish reasonable proof that the assignment has been made. Unless the
2035-assignee complies, the account debtor may discharge its obligation by
2036-paying the assignor, even if the account debtor has received a notification
2037-under subsection (a) of this section.
2038-(d) I
2039-N THIS SUBSECTION (d), "PROMISSORY NOTE" INCLUDES A
2040-NEGOTIABLE INSTRUMENT THAT EVIDENCES CHATTEL PAPER
2041-. Except as
2042-otherwise provided in subsections (e), (k), and (l), AND (m) of this section
2043-and sections 4-2.5-303, 4-9-407, 8-80-103, 8-42-124, 13-64-210, and
2044-24-4.1-114, C.R.S.,
2045- and subject to subsection (h) of this section, a term in
2046-an agreement between an account debtor and an assignor or in a promissory
2047-note is ineffective to the extent that it:
2048-(g) Subject to subsection (h)
2049- SUBSECTIONS (h) AND (m) of this
2050-section, an account debtor may not waive or vary its option under paragraph
2051-(3) of subsection (b) SUBSECTION (b)(3) of this section.
2052-(m) S
2053-UBSECTIONS (a), (b), (c), AND (g) OF THIS SECTION DO NOT
2054-APPLY TO A CONTROLLABLE ACCOUNT OR CONTROLLABLE PAYMENT
2055-INTANGIBLE
2056-.
2057-PAGE 51-SENATE BILL 23-090 SECTION 73. In Colorado Revised Statutes, 4-9-408, add (h) as
2058-follows:
2059-4-9-408. Restrictions on assignment of promissory notes,
2060-health-care-insurance receivables, and certain general intangibles
2061-ineffective. (h) I
2062-N THIS SECTION, "PROMISSORY NOTE" INCLUDES A
2063-NEGOTIABLE INSTRUMENT THAT EVIDENCES CHATTEL PAPER
2064-.
2065-SECTION 74. In Colorado Revised Statutes, 4-9-509, amend (a)(1)
2066-and (b) introductory portion as follows:
2067-4-9-509. Persons entitled to file a record. (a) A person may file
2068-an initial financing statement, amendment that adds collateral covered by
2069-a financing statement, or amendment that adds a debtor to a financing
2070-statement only if:
2071-(1) The debtor authorizes the filing in an authenticated A SIGNED
2072-record or pursuant to subsection (b) or (c) of this section; or
2073-(b) By authenticating SIGNING or becoming bound as debtor by a
2074-security agreement, a debtor or new debtor authorizes the filing of an initial
2075-financing statement, and an amendment, covering:
2076-SECTION 75. In Colorado Revised Statutes, 4-9-513, amend
2077-(b)(2) and (c) introductory portion as follows:
2078-4-9-513. Termination statement. (b) To comply with subsection
2079-(a) of this section, a secured party shall cause the secured party of record to
2080-file the termination statement:
2081-(2) If earlier, within twenty days after the secured party receives an
2082-authenticated A SIGNED demand from a debtor.
2083-(c) In cases not governed by subsection (a) of this section, within
2084-twenty days after a secured party receives an authenticated A SIGNED
2085-demand from a debtor, the secured party shall cause the secured party of record for a financing statement to send to the debtor a termination statement for the financing statement or file the termination statement in the filing office if:
2086-PAGE 52-SENATE BILL 23-090 SECTION 76. In Colorado Revised Statutes, 4-9-601, amend (b)
2087-as follows:
2088-4-9-601. Rights after default - judicial enforcement - consignor
2089-or buyer of accounts, chattel paper, payment intangibles, or promissory
2090-notes. (b) A secured party in possession of collateral or control of collateral
2091-under section 4-7-106, 4-9-104, 4-9-105, 4-9-105.5, 4-9-106, or
2092- 4-9-107, OR
2093-4-9-107.5 has the rights and duties provided in section 4-9-207.
2094-SECTION 77. In Colorado Revised Statutes, 4-9-605, amend the
2095-introductory portion; and add (b) as follows:
2096-4-9-605. Unknown debtor or secondary obligor. (a) E
2097-XCEPT AS
2098-PROVIDED IN SUBSECTION
2099- (b) OF THIS SECTION, a secured party does not owe
2100-a duty based on its status as secured party:
2101-(b) A
2102- SECURED PARTY OWES A DUTY BASED ON ITS STATUS AS A
2103-SECURED PARTY TO A PERSON IF
2104-, AT THE TIME THE SECURED PARTY OBTAINS
2105-CONTROL OF COLLATERAL THAT IS A CONTROLLABLE ACCOUNT
2106-,
2107-CONTROLLABLE ELECTRONIC RECORD , OR CONTROLLABLE PAYMENT
2108-INTANGIBLE OR AT THE TIME THE SECURITY INTEREST ATTACHES TO THE
2109-COLLATERAL
2110-, WHICHEVER IS LATER:
2111-(1) T
2112-HE PERSON IS A DEBTOR OR OBLIGOR; AND
2113-(2) THE SECURED PARTY KNOWS THAT THE INFORMATION IN
2114-SUBSECTION
2115- (a)(1)(A), (a)(1)(B), OR (a)(1)(C) OF THIS SECTION RELATING
2116-TO THE PERSON IS NOT PROVIDED BY THE COLLATERAL
2117-, A RECORD ATTACHED
2118-TO OR LOGICALLY ASSOCIATED WITH THE COLLATERAL
2119-, OR THE SYSTEM IN
2120-WHICH THE COLLATERAL IS RECORDED
2121-.
2122-SECTION 78. In Colorado Revised Statutes, 4-9-608, amend
2123-(a)(1)(C) as follows:
2124-4-9-608. Application of proceeds of collection or enforcement -
2125-liability for deficiency and right to surplus. (a) If a security interest or
2126-agricultural lien secures payment or performance of an obligation, the
2127-following rules apply:
2128-(1) A secured party shall apply or pay over for application the cash
2129-PAGE 53-SENATE BILL 23-090 proceeds of collection or enforcement under section 4-9-607 in the
2130-following order to:
2131-(C) The satisfaction of obligations secured by any subordinate
2132-security interest in or other lien on the collateral subject to the security
2133-interest or agricultural lien under which the collection or enforcement is
2134-made if the secured party receives an authenticated
2135- A SIGNED demand for
2136-proceeds before distribution of the proceeds is completed.
2137-SECTION 79. In Colorado Revised Statutes, 4-9-611, amend
2138-(a)(1), (b), (c) introductory portion, (c)(3)(A), (e) introductory portion, and
2139-(e)(2)(B) as follows:
2140-4-9-611. Notification before disposition of collateral - definition.
2141-(a) In this section, "notification date" means the earlier of the date on
2142-which:
2143-(1) A secured party sends to the debtor and any secondary obligor
2144-an authenticated
2145- A SIGNED notification of disposition; or
2146-(b) Except as otherwise provided in subsection (d) of this section,
2147-a secured party that disposes of collateral under section 4-9-610 shall send
2148-to the persons specified in subsection (c) of this section a reasonable
2149-authenticated
2150- SIGNED notification of disposition.
2151-(c) To comply with subsection (b) of this section, the secured party
2152-shall send an authenticated A SIGNED notification of disposition to:
2153-(3) If the collateral is other than consumer goods:
2154-(A) Any other person from which the secured party has received,
2155-before the notification date, an authenticated
2156- A SIGNED notification of a
2157-claim of an interest in the collateral;
2158-(e) A secured party complies with the requirement for notification
2159-prescribed by subparagraph (B) of paragraph (3) of subsection (c)
2160-SUBSECTION (c)(3)(B) of this section if:
2161-(2) Before the notification date, the secured party:
2162-PAGE 54-SENATE BILL 23-090 (B) Received a response to the request for information and sent an
2163-authenticated A SIGNED notification of disposition to each secured party or
2164-other lienholder named in that response whose financing statement covered
2165-the collateral.
2166-SECTION 80. In Colorado Revised Statutes, 4-9-613, amend
2167-(a)(5); and add (b) as follows:
2168-4-9-613. Contents and form of notification before disposition of
2169-collateral: general. (a) Except in a consumer-goods transaction, the
2170-following rules apply:
2171-(5) The following form of notification and the form appearing in
2172-section 4-9-614 (3)
2173- 4-9-614 (a)(3), when completed IN ACCORDANCE WITH
2174-THE INSTRUCTIONS IN SUBSECTION
2175- (b) OF THIS SECTION AND SECTION
2176-4-9-614 (b), each provides sufficient information:
2177-NOTIFICATION OF DISPOSITION OF COLLATERAL
2178-To: [Name of debtor, obligor, or other person to which the
2179-notification is sent]
2180-From: [Name, address, and telephone number of secured party]
2181-Name of Debtor(s): [Include only if debtor(s) are not an addressee]
2182-[For a public disposition:]
2183-We will sell [or lease or license, as applicable] the [describe
2184-collateral] [to the highest qualified bidder] in public as follows:
2185-Day and Date: ____________________
2186-Time: ____________________
2187-Place: ____________________
2188-[For a private disposition:]
2189-We will sell [or lease or license, as applicable] the [describe
2190-PAGE 55-SENATE BILL 23-090 collateral] privately sometime after [day and date].
2191-You are entitled to an accounting of the unpaid indebtedness secured
2192-by the property that we intend to sell [or lease or license, as applicable] [for
2193-a charge of $__________]. You may request an accounting by calling us at
2194-[telephone number] or writing us at [address].
2195-NOTIFICATION OF DISPOSITION OF COLLATERAL
2196-T
2197-O:(NAME OF DEBTOR, OBLIGOR, OR OTHER PERSON TO WHICH THE
2198-NOTIFICATION IS SENT
2199-)
2200-F
2201-ROM:(N AME, ADDRESS, AND TELEPHONE NUMBER OF
2202-SECURED PARTY
2203-)
2204-{1}
2205- NAME OF ANY DEBTOR THAT IS NOT AN ADDRESSEE : (NAME OF
2206-EACH DEBTOR
2207-)
2208-{2}
2209- WE WILL SELL (DESCRIBE COLLATERAL) (TO THE HIGHEST
2210-QUALIFIED BIDDER
2211-) AT PUBLIC SALE. A SALE COULD INCLUDE A LEASE OR
2212-LICENSE
2213-. THE SALE WILL BE HELD AS FOLLOWS:
2214-(D
2215-ATE)
2216-(T
2217-IME)
2218-(P
2219-LACE)
2220-{3}
2221- WE WILL SELL (DESCRIBE COLLATERAL) AT PRIVATE SALE
2222-SOMETIME AFTER
2223-(DATE). A SALE COULD INCLUDE A LEASE OR LICENSE.
2224-{4}
2225- YOU ARE ENTITLED TO AN ACCOUNTING OF THE UNPAID
2226-INDEBTEDNESS SECURED BY THE PROPERTY THAT WE INTEND TO SELL OR
2227-, AS
2228-APPLICABLE
2229-, LEASE OR LICENSE.
2230-{5}
2231- IF YOU REQUEST AN ACCOUNTING YOU MUST PAY A CHARGE OF
2232-$ (AMOUNT).
2233-{6}
2234- YOU MAY REQUEST AN ACCOUNTING BY CALLING US AT
2235-(TELEPHONE NUMBER).
2236-PAGE 56-SENATE BILL 23-090 (b) THE FOLLOWING INSTRUCTIONS APPLY TO THE FORM OF
2237-NOTIFICATION IN SUBSECTION
2238- (a)(5) OF THIS SECTION:
2239-(1) T
2240-HE INSTRUCTIONS IN THIS SUBSECTION (b) REFER TO THE
2241-NUMBERS IN BRACES BEFORE ITEMS IN THE FORM OF NOTIFICATION IN
2242-SUBSECTION
2243- (a)(5) OF THIS SECTION. DO NOT INCLUDE THE NUMBERS OR
2244-BRACES IN THE NOTIFICATION
2245-. THE NUMBERS AND BRACES ARE USED ONLY
2246-FOR THE PURPOSE OF THESE INSTRUCTIONS
2247-.
2248-(2) I
2249-NCLUDE AND COMPLETE ITEM {1} ONLY IF THERE IS A DEBTOR
2250-THAT IS NOT AN ADDRESSEE OF THE NOTIFICATION AND LIST THE NAME OR
2251-NAMES
2252-.
2253-(3) I
2254-NCLUDE AND COMPLETE EITHER ITEM {2}, IF THE NOTIFICATION
2255-RELATES TO A PUBLIC DISPOSITION OF THE COLLATERAL
2256-, OR ITEM {3}, IF THE
2257-NOTIFICATION RELATES TO A PRIVATE DISPOSITION OF THE COLLATERAL
2258-. IF
2259-ITEM
2260-{2} IS INCLUDED, INCLUDE THE WORDS "TO THE HIGHEST QUALIFIED
2261-BIDDER
2262-" ONLY IF APPLICABLE.
2263-(4) I
2264-NCLUDE AND COMPLETE ITEMS {4} AND {6}.
2265-(5) I
2266-NCLUDE AND COMPLETE ITEM {5} ONLY IF THE SENDER WILL
2267-CHARGE THE RECIPIENT FOR AN ACCOUNTING
2268-.
2269-SECTION 81. In Colorado Revised Statutes, 4-9-614, amend
2270-(a)(1)(A) and (a)(3); and add (b) as follows:
2271-4-9-614. Contents and form of notification before disposition of
2272-collateral: consumer-goods transaction. (a) In a consumer-goods
2273-transaction, the following rules apply:
2274-(1) A notification of disposition must provide the following
2275-information:
2276-(A) The information specified in section 4-9-613 (1)
2277- 4-9-613 (a)(1);
2278-(3) The following form of notification, when completed
2279-IN
2280-ACCORDANCE WITH THE INSTRUCTIONS IN SUBSECTION
2281- (b) OF THIS SECTION,
2282-provides sufficient information:
2283-PAGE 57-SENATE BILL 23-090 [Name and address of secured party]
2284-[Date]
2285-NOTICE OF OUR PLAN TO SELL PROPERTY
2286-[Name and address of any obligor who is also a debtor]
2287-Subject: [Identification of Transaction]
2288-We have your [describe collateral], because you broke promises in
2289-our agreement.
2290-[For a public disposition:]
2291-We will sell [describe collateral] at public sale. A sale could include
2292-a lease or license. The sale will be held as follows:
2293-Date: ____________________
2294-Time: ____________________
2295-Place: ____________________
2296-You may attend the sale and bring bidders if you want.
2297-[For a private disposition:]
2298-We will sell [describe collateral] at private sale sometime after
2299-[date]. A sale could include a lease or license.
2300-The money that we get from the sale (after paying our costs) will
2301-reduce the amount you owe. If we get less money than you owe, you [will
2302-or will not, as applicable] still owe us the difference. If we get more money
2303-than you owe, you will get the extra money, unless we must pay it to
2304-someone else.
2305-You can get the property back at any time before we sell it by paying
2306-us the full amount you owe (not just the past due payments), including our
2307-expenses. To learn the exact amount you must pay, call us at [telephone
2308-number] or write us at [secured party's address].
2309-PAGE 58-SENATE BILL 23-090 If you want us to explain to you in writing how we have figured the
2310-amount that you owe us, you may call us at [telephone number] [or write us
2311-at [secured party's address]] and request a written explanation. [We will
2312-charge you $__________ for the explanation if we have already sent you an
2313-explanation of the type requested within the last six months.]
2314-If you need more information about the sale call us at [telephone
2315-number] [or write us at [secured party's address]].
2316-We are sending this notice to the following other people who have
2317-an interest in [describe collateral] or who owe money under your
2318-agreement:
2319-[Names of all other debtors and obligors, if any]
2320-[Name and address of secured party]
2321-[Date]
2322-NOTICE OF OUR PLAN TO SELL PROPERTY
2323-(NAME AND ADDRESS OF ANY OBLIGOR WHO IS ALSO A DEBTOR )
2324-S
2325-UBJECT:(IDENTIFY TRANSACTION)
2326-W
2327-E HAVE YOUR (DESCRIBE COLLATERAL), BECAUSE YOU BROKE
2328-PROMISES IN OUR AGREEMENT
2329-.
2330-{1}
2331- WE WILL SELL (DESCRIBE COLLATERAL) AT PUBLIC SALE. A SALE
2332-COULD INCLUDE A LEASE OR LICENSE
2333-. THE SALE WILL BE HELD AS FOLLOWS:
2334-(D
2335-ATE)
2336-(T
2337-IME)
2338-(P
2339-LACE)
2340-Y
2341-OU MAY ATTEND THE SALE AND BRING BIDDERS IF YOU WANT .
2342-{2}
2343- WE WILL SELL (DESCRIBE COLLATERAL) AT PRIVATE SALE
2344-SOMETIME AFTER
2345-(DATE). A SALE COULD INCLUDE A LEASE OR LICENSE.
2346-PAGE 59-SENATE BILL 23-090 {3} THE MONEY THAT WE GET FROM THE SALE , AFTER PAYING OUR
2347-COSTS
2348-, WILL REDUCE THE AMOUNT YOU OWE . IF WE GET LESS MONEY THAN
2349-YOU OWE
2350-, YOU (WILL OR WILL NOT, AS APPLICABLE) STILL OWE US THE
2351-DIFFERENCE
2352-. IF WE GET MORE MONEY THAN YOU OWE , YOU WILL GET THE
2353-EXTRA MONEY
2354-, UNLESS WE MUST PAY IT TO SOMEONE ELSE .
2355-{4}
2356- YOU CAN GET THE PROPERTY BACK AT ANY TIME BEFORE WE
2357-SELL IT BY PAYING US THE FULL AMOUNT YOU OWE
2358-, NOT JUST THE PAST DUE
2359-PAYMENTS
2360-, INCLUDING OUR EXPENSES. TO LEARN THE EXACT AMOUNT YOU
2361-MUST PAY
2362-, CALL US AT (TELEPHONE NUMBER).
2363-{5}
2364- IF YOU WANT US TO EXPLAIN TO YOU IN (WRITING) (WRITING OR
2365-IN
2366-(DESCRIPTION OF ELECTRONIC RECORD )) (DESCRIPTION OF ELECTRONIC
2367-RECORD
2368-) HOW WE HAVE FIGURED THE AMOUNT THAT YOU OWE US , {6} CALL
2369-US AT
2370-(TELEPHONE NUMBER ) (OR) (WRITE US AT (SECURED PARTY'S
2371-ADDRESS
2372-)) (OR CONTACT US BY (DESCRIPTION OF ELECTRONIC
2373-COMMUNICATION METHOD
2374-)) {7} AND REQUEST (A WRITTEN EXPLANATION)
2375-(
2376-A WRITTEN EXPLANATION OR AN EXPLANATION IN (DESCRIPTION OF
2377-ELECTRONIC RECORD
2378-)) (AN EXPLANATION IN (DESCRIPTION OF ELECTRONIC
2379-RECORD
2380-)).
2381-{8}
2382- WE WILL CHARGE YOU $ (AMOUNT) FOR THE EXPLANATION IF WE
2383-SENT YOU ANOTHER WRITTEN EXPLANAT ION OF THE AMOUNT YOU OWE US
2384-WITHIN THE LAST SIX MONTHS
2385-.
2386-{9}
2387- IF YOU NEED MORE INFORMATION ABOUT THE SALE (CALL US AT
2388-(TELEPHONE NUMBER)) (OR) (WRITE US AT (SECURED PARTY'S ADDRESS)) (OR
2389-CONTACT US BY
2390-(DESCRIPTION OF ELECTRONIC COMMUNICATION METHOD )).
2391-{10}
2392- WE ARE SENDING THIS NOTICE TO THE FOLLOWING OTHER
2393-PEOPLE WHO HAVE AN INTEREST IN
2394-(DESCRIBE COLLATERAL) OR WHO OWE
2395-MONEY UNDER YOUR AGREEMENT
2396-:
2397-(N
2398-AMES OF ALL OTHER DEBTORS AND OBLIGORS , IF ANY)
2970+EMAINS AN ENFORCEABLE SECURITY INTEREST UNTIL THE4
2971+ADJUSTMENT DATE;5
2972+(2) R
2973+EMAINS ENFORCEABLE THEREAFTER IF THE SECURITY6
2974+INTEREST BECOMES ENFORCEABLE UNDER SECTION 4-9-203, AS AMENDED7
2975+BY SENATE BILL 23-090
2976+, ENACTED IN 2023, ON THE EFFECTIVE DATE OF8
2977+THIS ARTICLE 13 OR BEFORE THE ADJUSTMENT DATE ; AND9
2978+(3) B
2979+ECOMES PERFECTED:10
2980+(A) W
2981+ITHOUT FURTHER ACTION, ON THE EFFECTIVE DATE OF THIS11
2982+ARTICLE 13, IF THE REQUIREMENTS FOR PERFECTION UNDER THIS TITLE 412
2983+ARE SATISFIED BEFORE OR AT THAT TIME; OR13
2984+(B) W
2985+HEN THE REQUIREMENTS FOR PERFECTION ARE SATISFIED IF14
2986+THE REQUIREMENTS ARE SATISFIED AFTER THAT TIME .15
2987+4-13-304. Effectiveness of actions taken before effective date.16
2988+(a) I
2989+F ACTION, OTHER THAN THE FILING OF A FINANCING STATEMENT , IS17
2990+TAKEN BEFORE THE EFFECTIVE DATE OF THIS ARTICLE 13 AND THE ACTION18
2991+WOULD HAVE RESULTED IN PERFECTION OF THE SECURITY INTEREST HAD19
2992+THE SECURITY INTEREST BECOME ENFORCEABLE BEFORE THE EFFECTIVE20
2993+DATE OF THIS ARTICLE 13, THE ACTION IS EFFECTIVE TO PERFECT A21
2994+SECURITY INTEREST THAT ATTACHES UNDER THIS TITLE 4 BEFORE THE22
2995+ADJUSTMENT DATE . AN ATTACHED SECURITY INTEREST BECOMES23
2996+UNPERFECTED ON THE ADJUSTMENT DATE UNLESS THE SECURITY INTEREST24
2997+BECOMES A PERFECTED SECURITY INTEREST UNDER THIS TITLE 4 BEFORE25
2998+THE ADJUSTMENT DATE.26
23992999 (b) T
2400-HE FOLLOWING INSTRUCTIONS APPLY TO THE FORM OF
2401-NOTIFICATION IN SUBSECTION
2402- (a)(3) OF THIS SECTION:
2403-(1) T
2404-HE INSTRUCTIONS IN THIS SUBSECTION (b) REFER TO THE
2405-NUMBERS IN BRACES BEFORE ITEMS IN THE FORM OF NOTIFICATION IN
2406-PAGE 60-SENATE BILL 23-090 SUBSECTION (a)(3) OF THIS SECTION. DO NOT INCLUDE THE NUMBERS OR
2407-BRACES IN THE NOTIFICATION
2408-. THE NUMBERS AND BRACES ARE USED ONLY
2409-FOR THE PURPOSE OF THESE INSTRUCTIONS
2410-.
2411-(2) I
2412-NCLUDE AND COMPLETE EITHER ITEM {1}, IF THE NOTIFICATION
2413-RELATES TO A PUBLIC DISPOSITION OF THE COLLATERAL
2414-, OR ITEM {2}, IF THE
2415-NOTIFICATION RELATES TO A PRIVATE DISPOSITION OF THE COLLATERAL
2416-.
2417-(3) I
2418-NCLUDE AND COMPLETE ITEMS {3}, {4}, {5}, {6}, AND {7}.
2419-(4) I
2420-N ITEM {5}, INCLUDE AND COMPLETE ANY ONE OF THE THREE
2421-ALTERNATIVE METHODS FOR THE EXPLANATION
2422--WRITING, WRITING OR
2423-ELECTRONIC RECORD
2424-, OR ELECTRONIC RECORD.
2425-(5) I
2426-N ITEM {6}, INCLUDE THE TELEPHONE NUMBER . IN ADDITION,
2427-THE SENDER MAY INCLUDE AND COMPLETE EITHER OR BOTH OF THE TWO
2428-ADDITIONAL ALTERNATIVE METHODS OF COMMUNICATION
2429---WRITING OR
2430-ELECTRONIC COMMUNICATION
2431---FOR THE RECIPIENT OF THE NOTIFICATION TO
2432-COMMUNICATE WITH THE SENDER
2433-. NEITHER OF THE TWO ADDITIONAL
2434-METHODS OF COMMUNICATION IS REQUIRED TO BE INCLUDED
2435-.
2436-(6) I
2437-N ITEM {7}, INCLUDE AND COMPLETE THE METHOD OR METHODS
2438-FOR THE EXPLANATION
2439---WRITING, WRITING OR ELECTRONIC RECORD , OR
2440-ELECTRONIC RECORD
2441--INCLUDED IN ITEM {5}.
2442-(7) I
2443-NCLUDE AND COMPLETE ITEM {8} ONLY IF A WRITTEN
2444-EXPLANATION IS INCLUDED IN ITEM
2445-{5} AS A METHOD FOR COMMUNICATING
2446-THE EXPLANATION AND THE SENDER WILL CHARGE THE RECIPIENT FOR
2447-ANOTHER WRITTEN EXPLANATION
2448-.
2449-(8) I
2450-N ITEM {9}, INCLUDE EITHER THE TELEPHONE NUMBER OR THE
2451-ADDRESS OR BOTH THE TELEPHONE NUMBER AND THE ADDRESS
2452-. IN
2453-ADDITION
2454-, THE SENDER MAY INCLUDE AND COMPLETE THE ADDITIONAL
2455-METHOD OF COMMUNICATION
2456---ELECTRONIC COMMUNICATION --FOR THE
2457-RECIPIENT OF THE NOTIFICATION TO COMMUNICATE WITH THE SENDER
2458-. THE
2459-ADDITIONAL METHOD OF ELECTRONIC COMMUNICATION IS NOT REQUIRED TO
2460-BE INCLUDED
2461-.
2462-(9) I
2463-F ITEM {10} DOES NOT APPLY, INSERT "NONE" AFTER
2464-"AGREEMENT:".
2465-PAGE 61-SENATE BILL 23-090 SECTION 82. In Colorado Revised Statutes, 4-9-615, amend
2466-(a)(3)(A) and (a)(4) as follows:
2467-4-9-615. Application of proceeds of disposition; liability for
2468-deficiency and right to surplus. (a) A secured party shall apply or pay
2469-over for application the cash proceeds of disposition under section 4-9-610
2470-in the following order to:
2471-(3) The satisfaction of obligations secured by any subordinate
2472-security interest in or other subordinate lien on the collateral if:
2473-(A) The secured party receives from the holder of the subordinate
2474-security interest or other lien an authenticated
2475- A SIGNED demand for
2476-proceeds before distribution of the proceeds is completed; and
2477-(4) A secured party that is a consignor of the collateral if the secured
2478-party receives from the consignor an authenticated A SIGNED demand for
2479-proceeds before distribution of the proceeds is completed.
2480-SECTION 83. In Colorado Revised Statutes, 4-9-616, amend (a)(1)
2481-introductory portion, (a)(2)(A), (b)(1)(A), and (c) introductory portion as
2482-follows:
2483-4-9-616. Explanation of calculation of surplus or deficiency -
2484-definitions. (a) In this section:
2485-(1) "Explanation" means a writing
2486- RECORD that:
2487-(2) "Request" means a record:
2488-(A) Authenticated
2489- SIGNED by a debtor or consumer obligor;
2490-(b) In a consumer-goods transaction in which the debtor is entitled
2491-to a surplus or a consumer obligor is liable for a deficiency under section
2492-4-9-615, the secured party shall:
2493-(1) Send an explanation to the debtor or consumer obligor, as
2494-applicable, after the disposition and:
2495-(A) Before or when the secured party accounts to the debtor and
2496-PAGE 62-SENATE BILL 23-090 pays any surplus or first makes written demand IN A RECORD on the
2497-consumer obligor after the disposition for payment of the deficiency; and
2498-(c) To comply with subparagraph (B) of paragraph (1) of subsection
2499-(a) SUBSECTION (a)(1)(B) of this section, a writing AN EXPLANATION must
2500-provide the following information in the following order:
2501-SECTION 84. In Colorado Revised Statutes, 4-9-619, amend (a)
2502-introductory portion as follows:
2503-4-9-619. Transfer of record or legal title. (a) In this section,
2504-"transfer statement" means a record authenticated SIGNED by a secured party
2505-stating:
2506-SECTION 85. In Colorado Revised Statutes, 4-9-620, amend (a)(2)
2507-introductory portion, (c)(1), (c)(2) introductory portion, (c)(2)(C), and (f)(2)
2508-as follows:
2509-4-9-620. Acceptance of collateral in full or partial satisfaction of
2510-obligation - compulsory disposition of collateral. (a) Except as otherwise
2511-provided in subsection (g) of this section, a secured party may accept
2512-collateral in full or partial satisfaction of the obligation it secures only if:
2513-(2) The secured party does not receive, within the time set forth in
2514-subsection (d) of this section, a notification of objection to the proposal
2515-authenticated
2516- SIGNED by:
2517-(c) For purposes of this section:
2518-(1) A debtor consents to an acceptance of collateral in partial
2519-satisfaction of the obligation it secures only if the debtor agrees to the terms
2520-of the acceptance in a record authenticated
2521- SIGNED after default; and
2522-(2) A debtor consents to an acceptance of collateral in full
2523-satisfaction of the obligation it secures only if the debtor agrees to the terms
2524-of the acceptance in a record authenticated
2525- SIGNED after default or the
2526-secured party:
2527-(C) Does not receive a notification of objection authenticated
2528-SIGNED by the debtor within twenty days after the proposal is sent.
2529-PAGE 63-SENATE BILL 23-090 (f) To comply with subsection (e) of this section, the secured party
2530-shall dispose of the collateral:
2531-(2) Within any longer period to which the debtor and all secondary
2532-obligors have agreed in an agreement to that effect entered into and
2533-authenticated
2534- SIGNED after default.
2535-SECTION 86. In Colorado Revised Statutes, 4-9-621, amend (a)(1)
2536-as follows:
2537-4-9-621. Notification of proposal to accept collateral. (a) A
2538-secured party that desires to accept collateral in full or partial satisfaction
2539-of the obligation it secures shall send its proposal to:
2540-(1) Any person from which the secured party has received, before
2541-the debtor consented to the acceptance, an authenticated
2542- A SIGNED
2543-notification of a claim of an interest in the collateral;
2544-SECTION 87. In Colorado Revised Statutes, amend 4-9-624 as
2545-follows:
2546-4-9-624. Waiver. (a) A debtor or secondary obligor may waive the
2547-right to notification of disposition of collateral under section 4-9-611 only
2548-by an agreement to that effect entered into and authenticated
2549- SIGNED after
2550-default.
2551-(b) A debtor may waive the right to require disposition of collateral
2552-under section 4-9-620 (e) only by an agreement to that effect entered into
2553-and authenticated
2554- SIGNED after default.
2555-(c) Except in a consumer-goods transaction, a debtor or secondary
2556-obligor may waive the right to redeem collateral under section 4-9-623. Any
2557-such waiver must be by an agreement to that effect entered into and
2558-authenticated
2559- SIGNED after default.
2560-SECTION 88. In Colorado Revised Statutes, 4-9-628, amend (a)
2561-introductory portion and (b) introductory portion; and add (f) as follows:
2562-4-9-628. Nonliability and limitation on liability of secured party
2563-- liability of secondary obligor. (a) S
2564-UBJECT TO SUBSECTION (f) OF THIS
2565-PAGE 64-SENATE BILL 23-090 SECTION, unless a secured party knows that a person is a debtor or obligor,
2566-knows the identity of the person, and knows how to communicate with the
2567-person:
3000+HE FILING OF A FINANCING STATEMENT BEFORE THE27
3001+090
3002+-91- EFFECTIVE DATE OF THIS ARTICLE 13 IS EFFECTIVE TO PERFECT A SECURITY1
3003+INTEREST ON THE EFFECTIVE DATE OF THIS ARTICLE 13 TO THE EXTENT THE2
3004+FILING WOULD SATISFY THE REQUIREMENTS FOR PERFECTION UNDER THIS3
3005+TITLE 4.4
3006+(c) T
3007+HE TAKING OF AN ACTION BEFORE THE EFFECTIVE DATE OF5
3008+THIS ARTICLE 13 IS SUFFICIENT FOR THE ENFORCEABILITY OF A SECURITY6
3009+INTEREST ON THE EFFECTIVE DATE OF THIS ARTICLE 13 IF THE ACTION7
3010+WOULD SATISFY THE REQUIREMENTS FOR ENFORCEABILITY UNDER THIS8
3011+TITLE 4.9
3012+4-13-305. Priority. (a) S
3013+UBJECT TO SUBSECTIONS (b) AND (c) OF10
3014+THIS SECTION, THIS TITLE 4 DETERMINES THE PRIORITY OF CONFLICTING11
3015+CLAIMS TO COLLATERAL.12
25683016 (b) S
2569-UBJECT TO SUBSECTION (f) OF THIS SECTION, a secured party is
2570-not liable because of its status as secured party:
2571-(f) S
2572-UBSECTIONS (a) AND (b) OF THIS SECTION DO NOT APPLY TO
2573-LIMIT THE LIABILITY OF A SECURED PARTY TO A PERSON IF
2574-, AT THE TIME THE
2575-SECURED PARTY OBTAINS CONTROL OF COLLATERAL THAT IS A
2576-CONTROLLABLE ACCOUNT
2577-, CONTROLLABLE ELECTRONIC RECORD , OR
2578-CONTROLLABLE PAYMENT INTANGIBLE OR AT THE TIME THE SECURITY
2579-INTEREST ATTACHES TO THE COLLATERAL
2580-, WHICHEVER IS LATER:
2581-(1) T
2582-HE PERSON IS A DEBTOR OR OBLIGOR; AND
2583-(2) THE SECURED PARTY KNOWS THAT THE INFORMATION IN
2584-SUBSECTION
2585- (b)(1)(A), (b)(1)(B), OR (b)(1)(C) OF THIS SECTION RELATING
2586-TO THE PERSON IS NOT PROVIDED BY THE COLLATERAL
2587-, A RECORD ATTACHED
2588-TO OR LOGICALLY ASSOCIATED WITH THE COLLATERAL
2589-, OR THE SYSTEM IN
2590-WHICH THE COLLATERAL IS RECORDED
2591-.
2592-SECTION 89. In Colorado Revised Statutes, add articles 12 and 13
2593-to title 4 as follows:
2594-ARTICLE 12
2595-Controllable Electronic Records
2596-4-12-101. Title. T
2597-HIS ARTICLE 12 MAY BE CITED AS THE "UNIFORM
2598-COMMERCIAL CODE-CONTROLLABLE ELECTRONIC RECORDS".
2599-4-12-102. Definitions. (a) I
2600-N THIS ARTICLE 12:
2601-(1) "C
2602-ONTROLLABLE ELECTRONIC RECORD " MEANS A RECORD
2603-STORED IN AN ELECTRONIC MEDIUM THAT CAN BE SUBJECTED TO CONTROL
2604-UNDER SECTION
2605-4-12-105. THE TERM DOES NOT INCLUDE A CONTROLLABLE
2606-ACCOUNT
2607-, A CONTROLLABLE PAYMENT INTANGIBLE , A DEPOSIT ACCOUNT, AN
2608-ELECTRONIC COPY OF A RECORD EVIDENCING CHATTEL PAPER
2609-, AN
2610-ELECTRONIC DOCUMENT OF TITLE
2611-, ELECTRONIC MONEY , INVESTMENT
2612-PROPERTY
2613-, OR A TRANSFERABLE RECORD.
2614-PAGE 65-SENATE BILL 23-090 (2) "QUALIFYING PURCHASER " MEANS A PURCHASER OF A
2615-CONTROLLABLE ELECTRONIC RECORD OR AN INTEREST IN A CONTROLLABLE
2616-ELECTRONIC RECORD THAT OBTAINS CONTROL OF THE CONTROLLABLE
2617-ELECTRONIC RECORD FOR VALUE
2618-, IN GOOD FAITH, AND WITHOUT NOTICE OF
2619-A CLAIM OF A PROPERTY RIGHT IN THE CONTROLLABLE ELECTRONIC RECORD
2620-.
2621-(3) "T
2622-RANSFERABLE RECORD " HAS THE MEANING PROVIDED FOR
2623-THAT TERM IN SECTION
2624- 201 (a)(1) OF THE FEDERAL "ELECTRONIC
2625-SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT", 15 U.S.C. SEC.
2626-7021 (a)(1),
2627-AS AMENDED.
2628-(4) "V
2629-ALUE" HAS THE MEANING PROVIDED IN SECTION 4-3-303 (a),
2630-AS IF REFERENCES IN THAT SUBSECTION (a) TO AN "INSTRUMENT" WERE
2631-REFERENCES TO A CONTROLLABLE ACCOUNT
2632-, CONTROLLABLE ELECTRONIC
2633-RECORD
2634-, OR CONTROLLABLE PAYMENT INTANGIBLE .
2635-(b) T
2636-HE DEFINITIONS IN ARTICLE 9 OF THIS TITLE 4 OF "ACCOUNT
2637-DEBTOR
2638-", "CONTROLLABLE ACCOUNT ", "CONTROLLABLE PAYMENT
2639-INTANGIBLE
2640-", "CHATTEL PAPER", "DEPOSIT ACCOUNT", "ELECTRONIC
2641-MONEY
2642-", AND "INVESTMENT PROPERTY" APPLY TO THIS ARTICLE 12.
2643-(c) A
2644-RTICLE 1 OF THIS TITLE 4 CONTAINS GENERAL DEFINITIONS AND
2645-PRINCIPLES OF CONSTRUCTION AND INTERPRETATION APPLICABLE
2646-THROUGHOUT THIS ARTICLE
2647-12.
2648-4-12-103. Relation to article 9 and consumer laws. (a) I
2649-F THERE
2650-IS CONFLICT BETWEEN THIS ARTICLE
2651-12 AND ARTICLE 9 OF THIS TITLE 4,
2652-ARTICLE 9 OF THIS TITLE 4 GOVERNS.
2653-(b) A
2654- TRANSACTION SUBJECT TO THIS ARTICLE 12 IS SUBJECT TO ANY
2655-APPLICABLE RULE OF LAW THAT ESTABLISHES A DIFFERENT RULE FOR
2656-CONSUMERS AND ANY OTHER STATE LAW
2657-.
2658-4-12-104. Rights in controllable account, controllable electronic
2659-record, and controllable payment intangible. (a) T
2660-HIS SECTION APPLIES
2661-TO THE ACQUISITION AND PURCHASE OF RIGHTS IN A CONTROLLABLE
2662-ACCOUNT OR CONTROLLABLE PAYMENT INTANGIBLE
2663-, INCLUDING THE RIGHTS
2664-AND BENEFITS UNDER SUBSECTIONS
2665- (c), (d), (e), (g), AND (h) OF THIS
2666-SECTION OF A PURCHASER AND QUALIFYING PURCHASER
2667-, IN THE SAME
2668-MANNER THIS SECTION APPLIES TO A CONTROLLABLE ELECTRONIC RECORD
2669-.
2670-PAGE 66-SENATE BILL 23-090 (b) TO DETERMINE WHETHER A PURCHASER OF A CONTROLLABLE
2671-ACCOUNT OR A CONTROLLABLE PAYMENT INTANGIBLE IS A QUALIFYING
2672-PURCHASER
2673-, THE PURCHASER OBTAINS CONTROL OF THE ACCOUNT OR
2674-PAYMENT INTANGIBLE IF IT OBTAINS CONTROL OF THE CONTROLLABLE
2675-ELECTRONIC RECORD THAT EVIDENCES THE ACCOUNT OR PAYMENT
2676-INTANGIBLE
2677-.
2678-(c) E
2679-XCEPT AS PROVIDED IN THIS SECTION, LAW OTHER THAN THIS
2680-ARTICLE
2681-12 DETERMINES WHETHER A PERSON ACQUIRES A RIGHT IN A
2682-CONTROLLABLE ELECTRONIC RECORD AND THE RIGHT THE PERSON
2683-ACQUIRES
2684-.
2685-(d) A
2686- PURCHASER OF A CONTROLLABLE ELECTRONIC RECORD
2687-ACQUIRES ALL RIGHTS IN THE CONTROLLABLE ELECTRONIC RECORD THAT
2688-THE TRANSFEROR HAD OR HAD POWER TO TRANSFER
2689-; EXCEPT THAT A
2690-PURCHASER OF A LIMITED INTEREST IN A CONTROLLABLE ELECTRONIC
2691-RECORD ACQUIRES RIGHTS ONLY TO THE EXTENT OF THE INTEREST
2692-PURCHASED
2693-.
2694-(e) A
2695- QUALIFYING PURCHASER ACQUIRES ITS RIGHTS IN THE
2696-CONTROLLABLE ELECTRONIC RECORD FREE OF A CLAIM OF A PROPERTY
2697-RIGHT IN THE CONTROLLABLE ELECTRONIC RECORD
2698-.
2699-(f) E
2700-XCEPT AS PROVIDED IN SUBSECTIONS (a) AND (e) OF THIS
2701-SECTION FOR A CONTROLLABLE ACCOUNT AND A CONTROLLABLE PAYMENT
2702-INTANGIBLE OR LAW OTHER THAN THIS ARTICLE
2703-12, A QUALIFYING
2704-PURCHASER TAKES A RIGHT TO PAYMENT
2705-, RIGHT TO PERFORMANCE , OR
2706-OTHER INTEREST IN PROPERTY EVIDENCED BY THE CONTROLLABLE
2707-ELECTRONIC RECORD SUBJECT TO A CLAIM OF A PROPERTY RIGHT IN THE
2708-RIGHT TO PAYMENT
2709-, RIGHT TO PERFORMANCE , OR OTHER INTEREST IN
2710-PROPERTY
2711-.
2712-(g) A
2713-N ACTION MAY NOT BE ASSERTED AGAINST A QUALIFYING
2714-PURCHASER BASED ON BOTH A PURCHASE BY THE QUALIFYING PURCHASER
2715-OF A CONTROLLABLE ELECTRONIC RECORD AND A CLAIM OF A PROPERTY
2716-RIGHT IN ANOTHER CONTROLLABLE ELECTRONIC RECORD
2717-, WHETHER THE
2718-ACTION IS FRAMED IN CONVERSION
2719-, REPLEVIN, CONSTRUCTIVE TRUST,
2720-EQUITABLE LIEN, OR OTHER THEORY.
2721-(h) F
2722-ILING OF A FINANCING STATEMENT UNDER ARTICLE 9 OF THIS
2723-PAGE 67-SENATE BILL 23-090 TITLE 4 IS NOT NOTICE OF A CLAIM OF A PROPERTY RIGHT IN A
2724-CONTROLLABLE ELECTRONIC RECORD
2725-.
2726-4-12-105. Control of controllable electronic record. (a) A
2727- PERSON
2728-HAS CONTROL OF A CONTROLLABLE ELECTRONIC RECORD IF THE ELECTRONIC
2729-RECORD
2730-, A RECORD ATTACHED TO OR LOGICALLY ASSOCIATED WITH THE
2731-ELECTRONIC RECORD
2732-, OR A SYSTEM IN WHICH THE ELECTRONIC RECORD IS
2733-RECORDED
2734-:
2735-(1) G
2736-IVES THE PERSON:
2737-(A) P
2738-OWER TO AVAIL ITSELF OF SUBSTANTIALLY ALL THE BENEFIT
2739-FROM THE ELECTRONIC RECORD
2740-; AND
2741-(B) EXCLUSIVE POWER, SUBJECT TO SUBSECTION (b) OF THIS
2742-SECTION
2743-, TO:
2744-(i) P
2745-REVENT OTHERS FROM AVAILING THEMSELVES OF
2746-SUBSTANTIALLY ALL THE BENEFIT FROM THE ELECTRONIC RECORD
2747-; AND
2748-(ii) TRANSFER CONTROL OF THE ELECTRONIC RECORD TO ANOTHER
2749-PERSON OR CAUSE ANOTHER PERSON TO OBTAIN CONTROL OF ANOTHER
2750-CONTROLLABLE ELECTRONIC RECORD AS A RESULT OF THE TRANSFER OF THE
2751-ELECTRONIC RECORD
2752-; AND
2753-(2) ENABLES THE PERSON READILY TO IDENTIFY ITSELF IN ANY WAY ,
2754-INCLUDING BY NAME, IDENTIFYING NUMBER, CRYPTOGRAPHIC KEY, OFFICE,
2755-OR ACCOUNT NUMBER , AS HAVING THE POWERS SPECIFIED IN SUBSECTION
2756-(a)(1) OF THIS SECTION.
3017+UBJECT TO SUBSECTION (c) OF THIS SECTION, IF THE13
3018+PRIORITIES OF CLAIMS TO COLLATERAL WERE ESTABLISHED BEFORE THE14
3019+EFFECTIVE DATE OF THIS ARTICLE 13, ARTICLE 9 OF THIS TITLE 4 AS IN15
3020+EFFECT BEFORE THE EFFECTIVE DATE OF THIS ARTICLE 13 DETERMINES16
3021+PRIORITY.17
3022+(c) O
3023+N THE ADJUSTMENT DATE, TO THE EXTENT THE PRIORITIES18
3024+DETERMINED BY ARTICLE 9 OF THIS TITLE 4, AS AMENDED BY SENATE BILL19
3025+23-090
3026+, ENACTED IN 2023, MODIFY THE PRIORITIES ESTABLISHED BEFORE20
3027+THE EFFECTIVE DATE OF THIS ARTICLE 13, THE PRIORITIES OF CLAIMS TO21
3028+ARTICLE 12 PROPERTY AND ELECTRONIC MONEY ESTABLISHED BEFORE THE22
3029+EFFECTIVE DATE OF THIS ARTICLE 13 CEASE TO APPLY.23
3030+4-13-306. Priority of claims when priority rules of article 9 do24
3031+not apply. (a) S
3032+UBJECT TO SUBSECTIONS (b) AND (c) OF THIS SECTION,25
3033+ARTICLE 12 OF THIS TITLE 4, AS ENACTED BY SENATE BILL 23-090
3034+,26
3035+ENACTED IN 2023, DETERMINES THE PRIORITY OF CONFLICTING CLAIMS TO27
3036+090
3037+-92- ARTICLE 12 PROPERTY WHEN THE PRIORITY RULES OF ARTICLE 9 OF THIS1
3038+TITLE 4, AS AMENDED BY SENATE BILL 23-090, ENACTED IN 2023, DO NOT2
3039+APPLY.3
27573040 (b) S
2758-UBJECT TO SUBSECTION (c) OF THIS SECTION, A POWER IS
2759-EXCLUSIVE UNDER SUBSECTIONS
2760- (a)(1)(B)(i) AND (a)(1)(B)(ii) OF THIS
2761-SECTION EVEN IF
2762-:
2763-(1) T
2764-HE CONTROLLABLE ELECTRONIC RECORD , A RECORD ATTACHED
2765-TO OR LOGICALLY ASSOCIATED WITH THE ELECTRONIC RECORD
2766-, OR A SYSTEM
2767-IN WHICH THE ELECTRONIC RECORD IS RECORDED LIMITS THE USE OF THE
2768-ELECTRONIC RECORD OR HAS A PROTOCOL PROGRAMMED TO CAUSE A
2769-CHANGE
2770-, INCLUDING A TRANSFER OR LOSS OF CONTROL OR A MODIFICATION
2771-OF BENEFITS AFFORDED BY THE ELECTRONIC RECORD
2772-; OR
2773-PAGE 68-SENATE BILL 23-090 (2) THE POWER IS SHARED WITH ANOTHER PERSON .
2774-(c) A
2775- POWER OF A PERSON IS NOT SHARED WITH ANOTHER PERSON
2776-UNDER SUBSECTION
2777- (b)(2) OF THIS SECTION AND THE PERSON'S POWER IS NOT
2778-EXCLUSIVE IF
2779-:
2780-(1) T
2781-HE PERSON CAN EXERCISE THE POWER ONLY IF THE POWER ALSO
2782-IS EXERCISED BY THE OTHER PERSON
2783-; AND
2784-(2) THE OTHER PERSON:
2785-(A) C
2786-AN EXERCISE THE POWER WITHOUT EXERCISE OF THE POWER BY
2787-THE PERSON
2788-; OR
2789-(B) IS THE TRANSFEROR TO THE PERSON OF AN INTEREST IN THE
2790-CONTROLLABLE ELECTRONIC RECORD OR A CONTROLLABLE ACCOUNT OR
2791-CONTROLLABLE PAYMENT INTANGIBLE EVIDENCED BY THE CONTROLLABLE
2792-ELECTRONIC RECORD
2793-.
2794-(d) I
2795-F A PERSON HAS THE POWERS SPECIFIED IN SUBSECTIONS
2796-(a)(1)(B)(i) AND (a)(1)(B)(ii) OF THIS SECTION, THE POWERS ARE PRESUMED
2797-TO BE EXCLUSIVE
2798-.
2799-(e) A
2800- PERSON HAS CONTROL OF A CONTROLLABLE ELECTRONIC
2801-RECORD IF ANOTHER PERSON
2802-, OTHER THAN THE TRANSFEROR TO THE PERSON
2803-OF AN INTEREST IN THE CONTROLLABLE ELECTRONIC RECORD OR A
2804-CONTROLLABLE ACCOUNT OR CONTROLLABLE PAYMENT INTANGIBLE
2805-EVIDENCED BY THE CONTROLLABLE ELECTRONIC RECORD
2806-:
2807-(1) H
2808-AS CONTROL OF THE ELECTRONIC RECORD AND ACKNOWLEDGES
2809-THAT IT HAS CONTROL ON BEHALF OF THE PERSON
2810-; OR
2811-(2) OBTAINS CONTROL OF THE ELECTRONIC RECORD AFTER HAVING
2812-ACKNOWLEDGED THAT IT WILL OBTAIN CONTROL OF THE ELECTRONIC
2813-RECORD ON BEHALF OF THE PERSON
2814-.
2815-(f) A
2816- PERSON THAT HAS CONTROL UNDER THIS SECTION IS NOT
2817-REQUIRED TO ACKNOWLEDGE THAT IT HAS CONTROL ON BEHALF OF ANOTHER
2818-PERSON
2819-.
2820-PAGE 69-SENATE BILL 23-090 (g) IF A PERSON ACKNOWLEDGES THAT IT HAS OR WILL OBTAIN
2821-CONTROL ON BEHALF OF ANOTHER PERSON
2822-, UNLESS THE PERSON OTHERWISE
2823-AGREES OR LAW OTHER THAN THIS ARTICLE
2824-12 OR ARTICLE 9 OF THIS TITLE
2825-4 OTHERWISE PROVIDES, THE PERSON DOES NOT OWE ANY DUTY TO THE
2826-OTHER PERSON AND IS NOT REQUIRED TO CONFIRM THE ACKNOWLEDGMENT
2827-TO ANY OTHER PERSON
2828-.
2829-4-12-106. Discharge of account debtor on controllable account
2830-or controllable payment intangible. (a) A
2831-N ACCOUNT DEBTOR ON A
2832-CONTROLLABLE ACCOUNT OR CONTROLLABLE PAYMENT INTANGIBLE MAY
2833-DISCHARGE ITS OBLIGATION BY PAYING
2834-:
2835-(1) T
2836-HE PERSON HAVING CONTROL OF THE CONTROLLABLE
2837-ELECTRONIC RECORD THAT EVIDENCES THE CONTROLLABLE ACCOUNT OR
2838-CONTROLLABLE PAYMENT INTANGIBLE
2839-; OR
2840-(2) EXCEPT AS PROVIDED IN SUBSECTION (b) OF THIS SECTION, A
2841-PERSON THAT FORMERLY HAD CONTROL OF THE CONTROLLABLE ELECTRONIC
2842-RECORD
2843-.
2844-(b) S
2845-UBJECT TO SUBSECTION (d) OF THIS SECTION, THE ACCOUNT
2846-DEBTOR MAY NOT DISCHARGE ITS OBLIGATION BY PAYING A PERSON THAT
2847-FORMERLY HAD CONTROL OF THE CONTROLLABLE ELECTRONIC RECORD IF
2848-THE ACCOUNT DEBTOR RECEIVES A NOTIFICATION THAT
2849-:
2850-(1) I
2851-S SIGNED BY A PERSON THAT FORMERLY HAD CONTROL OR THE
2852-PERSON TO WHICH CONTROL WAS TRANSFERRED
2853-;
2854-(2) R
2855-EASONABLY IDENTIFIES THE CONTROLLABLE ACC OUNT OR
2856-CONTROLLABLE PAYMENT INTANGIBLE
2857-;
2858-(3) N
2859-OTIFIES THE ACCOUNT DEBTOR THAT CONTROL OF THE
2860-CONTROLLABLE ELECTRONIC RECORD THAT EVIDENCES THE CONTROLLABLE
2861-ACCOUNT OR CONTROLLABLE PAYMENT INTANGIBLE WAS TRANSFERRED
2862-;
2863-(4) I
2864-DENTIFIES THE TRANSFEREE , IN ANY REASONABLE WAY ,
2865-INCLUDING BY NAME, IDENTIFYING NUMBER, CRYPTOGRAPHIC KEY, OFFICE,
2866-OR ACCOUNT NUMBER; AND
2867-(5) PROVIDES A COMMERCIALLY REASONABLE METHOD BY WHICH
2868-PAGE 70-SENATE BILL 23-090 THE ACCOUNT DEBTOR IS TO PAY THE TRANSFEREE .
2869-(c) A
2870-FTER RECEIPT OF A NOTIFICATION THAT COMPLIES WITH
2871-SUBSECTION
2872- (b) OF THIS SECTION, THE ACCOUNT DEBTOR MAY DISCHARGE
2873-ITS OBLIGATION BY PAYING IN ACCORDANCE WITH THE NOTIFICATION AND
2874-MAY NOT DISCHARGE THE OBLIGATION BY PAYING A PERSON THAT
2875-FORMERLY HAD CONTROL
2876-.
2877-(d) S
2878-UBJECT TO SUBSECTION (h) OF THIS SECTION, NOTIFICATION IS
2879-INEFFECTIVE UNDER SUBSECTION
2880- (b) OF THIS SECTION:
2881-(1) U
2882-NLESS, BEFORE THE NOTIFICATION IS SENT , THE ACCOUNT
2883-DEBTOR AND THE PERSON THAT
2884-, AT THAT TIME, HAD CONTROL OF THE
2885-CONTROLLABLE ELECTRONIC RECORD THAT EVIDENCES THE CONTROLLABLE
2886-ACCOUNT OR CONTROLLABLE PAYMENT INTANGIBLE AGREE IN A SIGNED
2887-RECORD TO A COMMERCIALLY REASONABLE METHOD BY WHICH A PERSON
2888-MAY FURNISH REASONABLE PROOF THAT CONTROL HAS BEEN TRANSFERRED
2889-;
2890-(2) T
2891-O THE EXTENT AN AGREEMENT BETWEEN THE ACCOUNT DEBTOR
2892-AND SELLER OF A PAYMENT INTANGIBLE LIMITS THE ACCOUNT DEBTOR
2893-'S
2894-DUTY TO PAY A PERSON OTHER THAN THE SELLER AND THE LIMITATION IS
2895-EFFECTIVE UNDER LAW OTHER THAN THIS ARTICLE
2896-12; OR
2897-(3) AT THE OPTION OF THE ACCOUNT DEBTOR , IF THE NOTIFICATION
2898-NOTIFIES THE ACCOUNT DEBTOR TO
2899-:
2900-(A) D
2901-IVIDE A PAYMENT;
2902-(B) M
2903-AKE LESS THAN THE FULL AMOUNT OF AN INSTALLMENT OR
2904-OTHER PERIODIC PAYMENT
2905-; OR
2906-(C) PAY ANY PART OF A PAYMENT BY MORE THAN ONE METHOD OR
2907-TO MORE THAN ONE PERSON
2908-.
2909-(e) S
2910-UBJECT TO SUBSECTION (h) OF THIS SECTION, IF REQUESTED BY
2911-THE ACCOUNT DEBTOR
2912-, THE PERSON GIVING THE NOTIFICATION UNDER
2913-SUBSECTION
2914- (b) OF THIS SECTION SEASONABLY SHALL FURNISH REASONABLE
2915-PROOF
2916-, USING THE METHOD IN THE AGREEMENT REFERRED TO IN SUBSECTION
2917-(d)(1) OF THIS SECTION, THAT CONTROL OF THE CONTROLLABLE ELECTRONIC
2918-RECORD HAS BEEN TRANSFERRED
2919-. UNLESS THE PERSON COMPLIES WITH THE
2920-PAGE 71-SENATE BILL 23-090 REQUEST, THE ACCOUNT DEBTOR MAY DISCHARGE ITS OBLIGATION BY
2921-PAYING A PERSON THAT FORMERLY HAD CONTROL
2922-, EVEN IF THE ACCOUNT
2923-DEBTOR HAS RECEIVED A NOTIFICATION UNDER SUBSECTION
2924- (b) OF THIS
2925-SECTION
2926-.
2927-(f) A
2928- PERSON FURNISHES REASONABLE PROOF UNDER SUBSECTION (e)
2929-OF THIS SECTION THAT CONTROL HAS BEEN TRANSFERRED IF THE PERSON
2930-DEMONSTRATES
2931-, USING THE METHOD IN THE AGREEMENT REFERRED TO IN
2932-SUBSECTION
2933- (d)(1) OF THIS SECTION, THAT THE TRANSFEREE HAS THE POWER
2934-TO
2935-:
2936-(1) A
2937-VAIL ITSELF OF SUBSTANTIALLY ALL THE BENEFIT FROM THE
2938-CONTROLLABLE ELECTRONIC RECORD
2939-;
2940-(2) P
2941-REVENT OTHERS FROM AVAILING THEMSELVES OF
2942-SUBSTANTIALLY ALL THE BENEFIT FROM THE CONTROLLABLE ELECTRONIC
2943-RECORD
2944-; AND
2945-(3) TRANSFER THE POWERS SPECIFIED IN SUBSECTIONS (f)(1) AND
2946-(f)(2) OF THIS SECTION TO ANOTHER PERSON.
2947-(g) S
2948-UBJECT TO SUBSECTION (h) OF THIS SECTION, AN ACCOUNT
2949-DEBTOR MAY NOT WAIVE OR VARY ITS RIGHTS UNDER SUBSECTIONS
2950- (d)(1)
2951-AND (e) OF THIS SECTION OR ITS OPTION UNDER SUBSECTION (d)(3) OF THIS
2952-SECTION
2953-.
2954-(h) T
2955-HIS SECTION IS SUBJECT TO LAW OTHER THAN THIS ARTICLE 12
2956-WHICH ESTABLISHES A DIFFERENT RULE FOR AN ACCOUNT DEBTOR WHO IS AN
2957-INDIVIDUAL AND WHO INCURRED THE OBLIGATION PRIMARILY FOR
2958-PERSONAL
2959-, FAMILY, OR HOUSEHOLD PURPOSES.
2960-4-12-107. Governing law. (a) E
2961-XCEPT AS PROVIDED IN SUBSECTION
2962-(b) OF THIS SECTION, THE LOCAL LAW OF A CONTROLLABLE ELECTRONIC
2963-RECORD
2964-'S JURISDICTION GOVERNS A MATTER COVERED BY THIS ARTICLE 12.
2965-(b) F
2966-OR A CONTROLLABLE ELECTRONIC RECORD THAT EVIDENCES A
2967-CONTROLLABLE ACCOUNT OR CONTROLLABLE PAYMENT INTANGIBLE
2968-, THE
2969-LOCAL LAW OF THE CONTROLLABLE ELECTRONIC RECORD
2970-'S JURISDICTION
2971-GOVERNS A MATTER COVERED BY SECTION
2972-4-12-106 UNLESS AN EFFECTIVE
2973-AGREEMENT DETERMINES THAT THE LOCAL LAW OF ANOTHER JURISDICTION
2974-PAGE 72-SENATE BILL 23-090 GOVERNS.
2975-(c) T
2976-HE FOLLOWING RULES DETERMINE A CONTROLLABLE
2977-ELECTRONIC RECORD
2978-'S JURISDICTION UNDER THIS SECTION:
2979-(1) I
2980-F THE CONTROLLABLE ELECTRONIC RECORD , OR A RECORD
2981-ATTACHED TO OR LOGICALLY ASSOCIATED WITH THE CONTROLLABLE
2982-ELECTRONIC RECORD AND READILY AVAILABLE FOR REVIEW
2983-, EXPRESSLY
2984-PROVIDES THAT A PARTICULAR JURISDICTION IS THE CONTROLLABLE
2985-ELECTRONIC RECORD
2986-'S JURISDICTION FOR PURPOSES OF THIS ARTICLE 12 OR
2987-THIS TITLE
2988-4, THAT JURISDICTION IS THE CONTROLLABLE ELECTRONIC
2989-RECORD
2990-'S JURISDICTION.
2991-(2) I
2992-F SUBSECTION (c)(1) OF THIS SECTION DOES NOT APPLY AND THE
2993-RULES OF THE SYSTEM IN WHICH THE CONTROLLABLE ELECTRONIC RECORD
2994-IS RECORDED ARE READILY AVAILABLE FOR REVIEW AND EXPRESSLY
2995-PROVIDE THAT A PARTICULAR JURISDICTION IS THE CONTROLLABLE
2996-ELECTRONIC RECORD
2997-'S JURISDICTION FOR PURPOSES OF THIS ARTICLE 12 OR
2998-THIS TITLE
2999-4, THAT JURISDICTION IS THE CONTROLLABLE ELECTRONIC
3000-RECORD
3001-'S JURISDICTION.
3002-(3) I
3003-F SUBSECTIONS (c)(1) AND (c)(2) OF THIS SECTION DO NOT APPLY
3004-AND THE CONTROLLABLE ELECTRONIC RECORD
3005-, OR A RECORD ATTACHED TO
3006-OR LOGICALLY ASSOCIATED WITH THE CONTROLLABLE ELECTRONIC RECORD
3007-AND READILY AVAILABLE FOR REVIEW
3008-, EXPRESSLY PROVIDES THAT THE
3009-CONTROLLABLE ELECTRONIC RECORD IS GOVERNED BY THE LAW OF A
3010-PARTICULAR JURISDICTION
3011-, THAT JURISDICTION IS THE CONTROLLABLE
3012-ELECTRONIC RECORD
3013-'S JURISDICTION.
3014-(4) I
3015-F SUBSECTIONS (c)(1), (c)(2), AND (c)(3) OF THIS SECTION DO
3016-NOT APPLY AND THE RULES OF THE SYSTEM IN WHICH THE CONTROLLABLE
3017-ELECTRONIC RECORD IS RECORDED ARE READILY AVAILABLE FOR REVIEW
3018-AND EXPRESSLY PROVIDE THAT THE CONTROLLABLE ELECTRONIC RECORD OR
3019-THE SYSTEM IS GOVERNED BY THE LAW OF A PARTICULAR JURISDICTION
3020-,
3021-THAT JURISDICTION IS THE CONTROLLABLE ELECTRONIC RECORD 'S
3022-JURISDICTION
3023-.
3024-(5) I
3025-F SUBSECTIONS (c)(1) TO (c)(4) OF THIS SECTION DO NOT APPLY,
3026-THE CONTROLLABLE ELECTRONIC RECORD 'S JURISDICTION IS THE DISTRICT
3027-OF
3028-COLUMBIA.
3029-PAGE 73-SENATE BILL 23-090 (d) IF SUBSECTION (c)(5) OF THIS SECTION APPLIES AND THIS ARTICLE
3030-12 IS NOT IN EFFECT IN THE DISTRICT OF COLUMBIA WITHOUT MATERIAL
3031-MODIFICATION
3032-, THE GOVERNING LAW FOR A MATTER COVERED BY THIS
3033-ARTICLE
3034-12 IS THE LAW OF THE DISTRICT OF COLUMBIA AS THOUGH THIS
3035-ARTICLE
3036-12 WERE IN EFFECT IN THE DISTRICT OF COLUMBIA WITHOUT
3037-MATERIAL MODIFICATION
3038-. IN THIS SUBSECTION (d), "ARTICLE 12" MEANS
3039-ARTICLE
3040-12 OF THE "UNIFORM COMMERCIAL CODE".
3041-(e) T
3042-O THE EXTENT SUBSECTIONS (a) AND (b) OF THIS SECTION
3043-PROVIDE THAT THE LOCAL LAW OF THE CONTROLLABLE ELECTRONIC
3044-RECORD
3045-'S JURISDICTION GOVERNS A MATTER COVERED BY THIS ARTICLE 12,
3046-THAT LAW GOVERNS EVEN IF THE MATTER OR A TRANSACTION TO WHICH THE
3047-MATTER RELATES DOES NOT BEAR ANY RELATION TO THE CONTROLLABLE
3048-ELECTRONIC RECORD
3049-'S JURISDICTION.
3050-(f) T
3051-HE RIGHTS ACQUIRED UNDER SECTION 4-12-104 BY A
3052-PURCHASER OR QUALIFYING PURCHASER ARE GOVERNED BY THE LAW
3053-APPLICABLE UNDER THIS SECTION AT THE TIME OF PURCHASE
3054-.
3055-ARTICLE 13
3056-Transitional Provisions for Uniform Commercial Code
3057-Amendments (2022)
3058-PART 1
3059-GENERAL PROVISIONS AND DEFINITIONS
3060-4-13-101. Short title. T
3061-HIS ARTICLE 13 MAY BE CITED AS
3062-"TRANSITIONAL PROVISIONS FOR UNIFORM COMMERCIAL CODE
3063-AMENDMENTS (2022)".
3064-4-13-102. Definitions. (a) I
3065-N THIS ARTICLE 13:
3066-(1) "A
3067-DJUSTMENT DATE" MEANS JULY 1, 2025, OR THE DATE THAT
3068-IS ONE YEAR AFTER THE EFFECTIVE DATE OF THIS ARTICLE
3069-13, WHICHEVER
3070-IS LATER
3071-.
3072-(2) "A
3073-RTICLE 12" MEANS ARTICLE 12 OF THIS TITLE 4.
3074-(3) "A
3075-RTICLE 12 PROPERTY" MEANS A CONTROLLABLE ACCOUNT ,
3076-CONTROLLABLE ELECTRONIC RECORD , OR CONTROLLABLE PAYMENT
3077-PAGE 74-SENATE BILL 23-090 INTANGIBLE.
3078-(b) T
3079-HE FOLLOWING DEFINITIONS IN OTHER ARTICLES OF THIS TITLE
3080-4 APPLY TO THIS ARTICLE 13.
3081-"C
3082-ONTROLLABLE ACCOUNT "S ECTION 4-9-102.
3083-"C
3084-ONTROLLABLE ELECTRONIC RECORD "S ECTION 4-12-102.
3085-"C
3086-ONTROLLABLE PAYMENT INTANGIBLE "S ECTION 4-9-102.
3087-"E
3088-LECTRONIC MONEY"S ECTION 4-9-102.
3089-"F
3090-INANCING STATEMENT"S ECTION 4-9-102.
3091-(c) A
3092-RTICLE 1 OF THIS TITLE 4 CONTAINS GENERAL DEFINITIONS AND
3093-PRINCIPLES OF CONSTRUCTION AND INTERPRETATION APPLICABLE
3094-THROUGHOUT THIS ARTICLE
3095-13.
3096-PART 2
3097-GENERAL TRANSITIONAL PROVISION
3098-4-13-201. Saving clause. E
3099-XCEPT AS PROVIDED IN PART 3 OF THIS
3100-ARTICLE
3101-13, A TRANSACTION VALIDLY ENTERED INTO BEFORE THE EFFECTIVE
3102-DATE OF THIS ARTICLE
3103-13 AND THE RIGHTS, DUTIES, AND INTERESTS FLOWING
3104-FROM THE TRANSACTION REMAIN VALID THEREAFTER AND MAY BE
3105-TERMINATED
3106-, COMPLETED, CONSUMMATED, OR ENFORCED AS REQUIRED OR
3107-PERMITTED BY LAW OTHER THAN THIS TITLE
3108-4 OR, IF APPLICABLE, THIS TITLE
3109-4, AS THOUGH THIS ARTICLE 13 HAD NOT TAKEN EFFECT.
3110-PART 3
3111-TRANSITIONAL PROVISIONS FOR
3112-ARTICLES 9 AND 12 OF THIS TITLE 4
3113-4-13-301. Saving clause. (a) E
3114-XCEPT AS PROVIDED IN THIS PART 3,
3115-ARTICLE 9, AS AMENDED BY SENATE BILL 23-090, ENACTED IN 2023, AND
3116-ARTICLE
3117-12 OF THIS TITLE 4, AS ENACTED BY SENATE BILL 23-090, ENACTED
3118-IN
3119-2023, APPLY TO A TRANSACTION, LIEN, OR OTHER INTEREST IN PROPERTY,
3120-EVEN IF THE TRANSACTION , LIEN, OR INTEREST WAS ENTERED INTO ,
3121-CREATED, OR ACQUIRED BEFORE THE EFFECTIVE DATE OF THIS ARTICLE 13.
3122-PAGE 75-SENATE BILL 23-090 (b) EXCEPT AS PROVIDED IN SUBSECTION (c) OF THIS SECTION AND
3123-SECTIONS
3124-4-13-302 TO 4-13-306:
3125-(1) A
3126- TRANSACTION, LIEN, OR INTEREST IN PROPERTY THAT WAS
3127-VALIDLY ENTERED INTO
3128-, CREATED, OR TRANSFERRED BEFORE THE EFFECTIVE
3129-DATE OF THIS ARTICLE
3130-13 AND THAT WAS NOT GOVERNED BY THIS TITLE 4,
3131-BUT WOULD BE SUBJECT TO ARTICLE 9 OF THIS TITLE 4, AS AMENDED BY
3132-SENATE BILL 23-090, ENACTED IN 2023, OR ARTICLE 12 OF THIS TITLE 4, AS
3133-ENACTED BY
3134-SENATE BILL 23-090, ENACTED IN 2023, IF IT HAD BEEN
3135-ENTERED INTO
3136-, CREATED, OR TRANSFERRED ON OR AFTER THE EFFECTIVE
3137-DATE OF THIS ARTICLE
3138-13, INCLUDING THE RIGHTS, DUTIES, AND INTERESTS
3139-FLOWING FROM THE TRANSACTION
3140-, LIEN, OR INTEREST, REMAINS VALID ON
3141-AND AFTER THE EFFECTIVE DATE OF THIS ARTICLE
3142-13; AND
3143-(2) THE TRANSACTION, LIEN, OR INTEREST MAY BE TERMINATED ,
3144-COMPLETED, CONSUMMATED, AND ENFORCED AS REQUIRED OR PERMITTED
3145-BY THIS TITLE
3146-4, AS AMENDED BY SENATE BILL 23-090, ENACTED IN 2023,
3147-OR BY THE LAW THAT WOULD APPLY IF THIS TITLE 4, AS AMENDED BY
3148-SENATE BILL 23-090, ENACTED IN 2023, HAD NOT TAKEN EFFECT.
3149-(c) T
3150-HIS ARTICLE 13 DOES NOT AFFECT AN ACTION , CASE, OR
3151-PROCEEDING COMMENCED BEFORE THE EFFECTIVE DATE OF THIS ARTICLE
3152-13.
3153-4-13-302. Security interest perfected before effective date. (a) A
3154-SECURITY INTEREST THAT IS ENFORCEABLE AND PERFECTED IMMEDIATELY
3155-BEFORE THE EFFECTIVE DATE OF THIS ARTICLE
3156-13 IS A PERFECTED SECURITY
3157-INTEREST UNDER THIS TITLE
3158-4 IF, ON THE EFFECTIVE DATE OF THIS ARTICLE
3159-13, THE REQUIREMENTS FOR ENFORCEABILITY AND PERFECTION UNDER THIS
3160-TITLE
3161-4 ARE SATISFIED WITHOUT FURTHER ACTION .
3162-(b) I
3163-F A SECURITY INTEREST IS ENFORCEABLE AND PERFECTED
3164-IMMEDIATELY BEFORE THE EFFECTIVE DATE OF THIS ARTICLE
3165-13, BUT THE
3166-REQUIREMENTS FOR ENFORCEABILITY OR PERFECTION UNDER THIS TITLE
3167-4
3168-ARE NOT SATISFIED ON THE EFFECTIVE DATE OF THIS ARTICLE 13, THE
3169-SECURITY INTEREST
3170-:
3171-(1) I
3172-S A PERFECTED SECURITY INTEREST UNTIL THE EARLIER OF THE
3173-TIME PERFECTION WOULD HAVE CEASED UNDER THE LAW IN EFFECT
3174-IMMEDIATELY BEFORE THE EFFECTIVE DATE OF THIS ARTICLE
3175-13 OR THE
3176-ADJUSTMENT DATE
3177-;
3178-PAGE 76-SENATE BILL 23-090 (2) REMAINS ENFORCEABLE THEREAFTER ONLY IF THE SECURITY
3179-INTEREST SATISFIES THE REQUIREMENTS FOR ENFORCEABILITY UNDER
3180-SECTION
3181-4-9-203, AS AMENDED BY SENATE BILL 23-090, ENACTED IN 2023,
3182-BEFORE THE ADJUSTMENT DATE ; AND
3183-(3) REMAINS PERFECTED THEREAFTER ONLY IF THE REQUIREMENTS
3184-FOR PERFECTION UNDER THIS TITLE
3185-4 ARE SATISFIED BEFORE THE TIME
3186-SPECIFIED IN SUBSECTION
3187- (b)(1) OF THIS SECTION.
3188-4-13-303. Security interest unperfected before effective date. A
3189-SECURITY INTEREST THAT IS ENFORCEABLE IMMEDIATELY BEFORE THE
3190-EFFECTIVE DATE OF THIS ARTICLE
3191-13 BUT IS UNPERFECTED AT THAT TIME:
3192-(1) R
3193-EMAINS AN ENFORCEABLE SECURITY INTEREST UNTIL THE
3194-ADJUSTMENT DATE
3195-;
3196-(2) R
3197-EMAINS ENFORCEABLE THEREAFTER IF THE SECURITY INTEREST
3198-BECOMES ENFORCEABLE UNDER SECTION
3199-4-9-203, AS AMENDED BY SENATE
3200-BILL 23-090, ENACTED IN 2023, ON THE EFFECTIVE DATE OF THIS ARTICLE 13
3201-OR BEFORE THE ADJUSTMENT DATE ; AND
3202-(3) BECOMES PERFECTED:
3203-(A) W
3204-ITHOUT FURTHER ACTION, ON THE EFFECTIVE DATE OF THIS
3205-ARTICLE
3206-13, IF THE REQUIREMENTS FOR PERFECTION UNDER THIS TITLE 4 ARE
3207-SATISFIED BEFORE OR AT THAT TIME
3208-; OR
3209-(B) WHEN THE REQUIREMENTS FOR PERFECTION ARE SATISFIED IF
3210-THE REQUIREMENTS ARE SATISFIED AFTER THAT TIME
3211-.
3212-4-13-304. Effectiveness of actions taken before effective date.
3213-(a) I
3214-F ACTION, OTHER THAN THE FILING OF A FINANCING STATEMENT , IS
3215-TAKEN BEFORE THE EFFECTIVE DATE OF THIS ARTICLE
3216-13 AND THE ACTION
3217-WOULD HAVE RESULTED IN PERFECTION OF THE SECURITY INTEREST HAD THE
3218-SECURITY INTEREST BECOME ENFORCEABLE BEFORE THE EFFECTIVE DATE OF
3219-THIS ARTICLE
3220-13, THE ACTION IS EFFECTIVE TO PERFECT A SECURITY
3221-INTEREST THAT ATTACHES UNDER THIS TITLE
3222-4 BEFORE THE ADJUSTMENT
3223-DATE
3224-. AN ATTACHED SECURITY INTEREST BECOMES UNPERFECTED ON THE
3225-ADJUSTMENT DATE UNLESS THE SECURITY INTEREST BECOMES A PERFECTED
3226-SECURITY INTEREST UNDER THIS TITLE
3227-4 BEFORE THE ADJUSTMENT DATE .
3228-PAGE 77-SENATE BILL 23-090 (b) THE FILING OF A FINANCING STATEMENT BEFORE THE EFFECTIVE
3229-DATE OF THIS ARTICLE
3230-13 IS EFFECTIVE TO PERFECT A SECURITY INTEREST ON
3231-THE EFFECTIVE DATE OF THIS ARTICLE
3232-13 TO THE EXTENT THE FILING WOULD
3233-SATISFY THE REQUIREMENTS FOR PERFECTION UNDER THIS TITLE
3234-4.
3235-(c) T
3236-HE TAKING OF AN ACTION BEFORE THE EFFECTIVE DATE OF THIS
3237-ARTICLE
3238-13 IS SUFFICIENT FOR THE ENFORCEABILITY OF A SECURITY
3239-INTEREST ON THE EFFECTIVE DATE OF THIS ARTICLE
3240-13 IF THE ACTION WOULD
3241-SATISFY THE REQUIREMENTS FOR ENFORCEABILITY UNDER THIS TITLE
3242-4.
3243-4-13-305. Priority. (a) S
3244-UBJECT TO SUBSECTIONS (b) AND (c) OF
3245-THIS SECTION
3246-, THIS TITLE 4 DETERMINES THE PRIORITY OF CONFLICTING
3247-CLAIMS TO COLLATERAL
3248-.
3249-(b) S
3250-UBJECT TO SUBSECTION (c) OF THIS SECTION, IF THE PRIORITIES
3251-OF CLAIMS TO COLLATERAL WERE ESTABLISHED BEFORE THE EFFECTIVE DATE
3252-OF THIS ARTICLE
3253-13, ARTICLE 9 OF THIS TITLE 4 AS IN EFFECT BEFORE THE
3254-EFFECTIVE DATE OF THIS ARTICLE
3255-13 DETERMINES PRIORITY.
3256-(c) O
3257-N THE ADJUSTMENT DATE , TO THE EXTENT THE PRIORITIES
3258-DETERMINED BY ARTICLE
3259-9 OF THIS TITLE 4, AS AMENDED BY SENATE BILL
3260-23-090, ENACTED IN 2023, MODIFY THE PRIORITIES ESTABLISHED BEFORE
3261-THE EFFECTIVE DATE OF THIS ARTICLE
3262-13, THE PRIORITIES OF CLAIMS TO
3263-ARTICLE
3264-12 PROPERTY AND ELECTRONIC MONEY ESTABLISHED BEFORE THE
3265-EFFECTIVE DATE OF THIS ARTICLE
3266-13 CEASE TO APPLY.
3267-4-13-306. Priority of claims when priority rules of article 9 do
3268-not apply. (a) S
3269-UBJECT TO SUBSECTIONS (b) AND (c) OF THIS SECTION,
3270-ARTICLE 12 OF THIS TITLE 4, AS ENACTED BY SENATE BILL 23-090, ENACTED
3271-IN
3272-2023, DETERMINES THE PRIORITY OF CONFLICTING CLAIMS TO ARTICLE 12
3273-PROPERTY WHEN THE PRIORITY RULES OF ARTICLE 9 OF THIS TITLE 4, AS
3274-AMENDED BY
3275-SENATE BILL 23-090, ENACTED IN 2023, DO NOT APPLY.
3276-(b) S
3277-UBJECT TO SUBSECTION (c) OF THIS SECTION, WHEN THE
3278-PRIORITY RULES OF ARTICLE
3279-9 OF THIS TITLE 4, AS AMENDED BY SENATE BILL
3280-23-090, ENACTED IN 2023, DO NOT APPLY AND THE PRIORITIES OF CLAIMS TO
3281-ARTICLE
3282-12 PROPERTY WERE ESTABLISHED BEFORE THE EFFECTIVE DATE OF
3283-THIS ACT
3284-, LAW OTHER THAN THIS ARTICLE 12 DETERMINES PRIORITY.
3041+UBJECT TO SUBSECTION (c) OF THIS SECTION, WHEN THE4
3042+PRIORITY RULES OF ARTICLE 9 OF THIS TITLE 4, AS AMENDED BY SENATE5
3043+B
3044+ILL 23-090
3045+, ENACTED IN 2023, DO NOT APPLY AND THE PRIORITIES OF6
3046+CLAIMS TO ARTICLE 12 PROPERTY WERE ESTABLISHED BEFORE THE7
3047+EFFECTIVE DATE OF THIS ACT , LAW OTHER THAN THIS ARTICLE 128
3048+DETERMINES PRIORITY.9
32853049 (c) W
3286-HEN THE PRIORITY RULES OF ARTICLE 9 OF THIS TITLE 4, AS
3287-PAGE 78-SENATE BILL 23-090 AMENDED BY SENATE BILL 23-090, ENACTED IN 2023, DO NOT APPLY, TO
3288-THE EXTENT THE PRIORITIES DETERMINED BY THIS TITLE
3289-4 MODIFY THE
3290-PRIORITIES ESTABLISHED BEFORE THE EFFECTIVE DATE OF THIS ARTICLE
3050+HEN THE PRIORITY RULES OF ARTICLE 9 OF THIS TITLE 4, AS10
3051+AMENDED BY SENATE BILL 23-090
3052+, ENACTED IN 2023, DO NOT APPLY, TO11
3053+THE EXTENT THE PRIORITIES DETERMINED BY THIS TITLE 4 MODIFY THE12
3054+PRIORITIES ESTABLISHED BEFORE THE EFFECTIVE DATE OF THIS ARTICLE13
32913055 13,
3292-THE PRIORITIES OF CLAIMS TO ARTICLE 12 PROPERTY ESTABLISHED BEFORE
3293-THE EFFECTIVE DATE OF THIS ARTICLE
3294-13 CEASE TO APPLY ON THE
3295-ADJUSTMENT DATE
3296-.
3297-SECTION 90. Act subject to petition - effective date. This act
3298-takes effect at 12:01 a.m. on the day following the expiration of the
3299-ninety-day period after final adjournment of the general assembly; except
3300-that, if a referendum petition is filed pursuant to section 1 (3) of article V
3301-of the state constitution against this act or an item, section, or part of this act
3302-within such period, then the act, item, section, or part will not take effect
3303-unless approved by the people at the general election to be held in
3304-PAGE 79-SENATE BILL 23-090 November 2024 and, in such case, will take effect on the date of the official
3305-declaration of the vote thereon by the governor.
3306-____________________________ ____________________________
3307-Steve Fenberg Julie McCluskie
3308-PRESIDENT OF SPEAKER OF THE HOUSE
3309-THE SENATE OF REPRESENTATIVES
3310-____________________________ ____________________________
3311-Cindi L. Markwell Robin Jones
3312-SECRETARY OF CHIEF CLERK OF THE HOUSE
3313-THE SENATE OF REPRESENTATIVES
3314- APPROVED________________________________________
3315- (Date and Time)
3316- _________________________________________
3317- Jared S. Polis
3318- GOVERNOR OF THE STATE OF COLORADO
3319-PAGE 80-SENATE BILL 23-090
3056+ THE PRIORITIES OF CLAIMS TO ARTICLE 12 PROPERTY ESTABLISHED14
3057+BEFORE THE EFFECTIVE DATE OF THIS ARTICLE 13 CEASE TO APPLY ON THE15
3058+ADJUSTMENT DATE.16
3059+SECTION 90. Act subject to petition - effective date. This act17
3060+takes effect at 12:01 a.m. on the day following the expiration of the18
3061+ninety-day period after final adjournment of the general assembly; except19
3062+that, if a referendum petition is filed pursuant to section 1 (3) of article V20
3063+of the state constitution against this act or an item, section, or part of this21
3064+act within such period, then the act, item, section, or part will not take22
3065+effect unless approved by the people at the general election to be held in23
3066+November 2024 and, in such case, will take effect on the date of the24
3067+official declaration of the vote thereon by the governor.25
3068+090
3069+-93-