Business Law

Business Law News ISSUE 3, 2023

INTRODUCING UCC ARTICLE 12 AND THE CONTROLLABLE ELECTRONIC RECORD

Written by Reno Fernandez*

I. INTRODUCTION

Digital assets are here, and Article 12 of the Uniform Commercial Code (UCC) is coming to meet them. This article is to introduce you to the new Article 12 and its foundational concept: the controllable electronic record.

In 2019, the Uniform Law Commission and The American Law Institute appointed a joint committee to consider changes to the UCC to address emerging technologies like artificial intelligence, distributed ledger technology (also known as "blockchain"), and virtual currency (also known as "cryptocurrency").01 Ultimately, the committee proposed three solutions: (1) the creation of new Article 1202; (2) extensive amendments to Article 9; and (3) conforming amendments throughout the remainder of the UCC.03 These are known as the 2022 amendments to the UCC,04 although most states that adopt them will probably do so in 2023. At the time of writing, five states have enacted the 2022 amendments.05 The amendments are pending in the legislatures of twenty-two other jurisdictions.06

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