Uniform Commercial Code

Summary

The Uniform Commercial Code (UCC) is a comprehensive set of laws governing all commercial transactions in the United States. It is not a federal law, but a uniformly adopted state law. Uniformity of law is essential in this area for the interstate transaction of business. Because the UCC has been universally adopted, businesses can enter into contracts with confidence that the terms will be enforced in the same way by the courts of every American jurisdiction. The resulting certainty of business relationships allows businesses to grow and the American economy to thrive. For this reason, the UCC has been called “the backbone of American commerce.”

History

The Uniform Law Commission was formed in 1892 in part to create uniform commercial laws. The Uniform Negotiable Instruments Law was approved in 1896, and soon enacted in every state. More commercial laws soon followed: the Uniform Sales Act and Uniform Warehouse Receipts Act in 1906; the Uniform Bills of Lading Act and Uniform Stock Transfer Act in 1909; and the Uniform Conditional Sales Act in 1918. The ULC officially took on the task of drafting a comprehensive code to provide guidelines for all commercial transactions in 1940. In 1942, the ULC and the American Law Institute joined in a partnership that put all the component commercial laws together in a comprehensive Uniform Commercial Code that was offered to the states for their consideration in 1951. Pennsylvania became the first state to adopt the UCC in 1953, and every other state followed suit over the next twenty years.

Cooperation with ALI

The UCC is a joint project of the Uniform Law Commission and the American Law Institute. Recognizing that drafting a combined commercial code was a massive undertaking, the ULC invited ALI to participate in the codification project, and the ALI board accepted the invitation in 1942. Over the next ten years the two organizations collaborated at drafting meetings funded in large part by a generous grant from the Maurice and Laura Falk Foundation, with additional funding contributed from law firms, banks, and businesses that recognized the need for uniform commercial laws.

The UCC Today

The UCC is maintained under the guidance of the Permanent Editorial Board for the Uniform Commercial Code (PEB), comprised of members appointed by the ULC and the ALI. The PEB, established in 1961, monitors developments in commercial law, recommends UCC amendments and revisions when necessary, and publishes official commentary to help courts interpret specific UCC provisions. An endowment established with the original Falk Foundation grant funding and replenished with UCC publishing royalties is available to fund UCC drafting projects.

Article 1, General Provisions

Uniform Commercial Code Article 1 contains definitions and general provisions applicable as default rules to transactions covered under other articles of the UCC. Article 1 was last revised in 2001, with a few minor amendments since then to harmonize with recent revisions of other UCC articles.

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Article 2, Sales

Uniform Commercial Code Article 2 governs the sale of goods. It was part of the original Uniform Commercial Code approved in 1951. Article 2 represented a revision and modernization of the Uniform Sales Act, which was originally approved by the National Conference of Commissioners on Uniform State Laws in 1906. The Uniform Law Commission and American Law Institute approved a revised Article 2 in 2003 that was not adopted in any state, and was subsequently withdrawn by both organizations in 2011. Thus the 1951 version of Article 2 is the most recent official version.

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Article 2A, Leases

Uniform Commercial Code Article 2A governs leases of personal property. It was first added to the Uniform Commercial Code in 1987 and amended in 1990. A revision was approved by the Uniform Law Commission and the American Law Institute in 2003, but was not adopted in any jurisdiction and subsequently withdrawn by both organizations in 2011. Thus, the 1987 version of Article 2A, as amended in 1990, remains the official text.

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Article 3, Negotiable Instruments

Uniform Commercial Code Article 3 governs negotiable instruments: drafts (including checks) and notes representing a promise to pay a sum of money, and that have independent value because they are negotiable. An instrument is negotiable if it can be transferred to another person and remain enforceable against the person who originally made the promise to pay. The substance of Article 3 has its roots in the Negotiable Instrument Law first approved by the National Conference of Commissioners on Uniform State Laws in 1896. That early uniform law was revised and incorporated into the original version of the UCC in 1951, and a further revision was approved in 1990. Finally, a set of amendments to UCC Articles 3 and 4 was approved in 2002.

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Article 4, Bank Deposits and Collections

Uniform Commercial Code Article 4 governs bank deposits and collections, providing rules for check processing and automated inter-bank collections. Article 4 was completely revised in 1990 and amended in 2002.

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2002 Amendments to Article 3, Negotiable Instruments and Article 4, Bank Deposits

These 2002 amendments to Uniform Commercial Code Articles 3 and 4 update provisions dealing with payment by checks and other paper instruments to provide essential rules for new technologies and practices in payment systems.

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Article 4A, Funds Transfers

Uniform Commercial Code Article 4A provides a comprehensive body of law on the rights and obligations connected with fund transfers. It was added to the UCC in 1989.

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2012 Amendments to Article 4A, Funds Transfers

These 2012 Amendments to Section 108 of Uniform Commercial Code Article 4A provide that Article 4A applies to a remittance transfer that is not an electronic funds transfer under the Federal Electronic Funds Transfer Act (EFTA). The amendment was necessary to conform the UCC with the federal law and associated regulations.

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Article 5, Letters of Credit

Uniform Commercial Code Article 5 governs letters of credit, which are typically issued by a bank or other financial institution to its business customers in order to facilitate trade. Article 5 was updated in 1995 to address advances in technology and modern business practices.

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Article 6, Bulk Sales

Uniform Commercial Code Article 6 covers bulk sales - a topic many states have determined is obsolete. The original version of Article 6 was withdrawn by the Uniform Law Commission and the American Law Institute in 1989 and replaced with two options for every state to consider: replace Article 6 with a revised version 6, or repeal Article 6 entirely. The ULC recommends repeal, and nearly every state has followed that recommendation.

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Article 7, Documents of Title

Uniform Commercial Code Article 7 covers documents of title for personal property, including warehouse receipts, bills of lading, and other documents typically used for commercial trade. Revised Article 7, approved in 2003, updates the original version to provide a framework for the further development of electronic documents of title, and to update the article in light of state, federal and international legal developments.

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Article 8, Investment Securities

Uniform Commercial Code Article 8 provides a modern legal structure for the system of holding securities through intermediaries. The 1994 revision sets forth rules concerning the system through which securities are held, specifying the mechanisms by which ownership and other interests in securities are recorded and changed, and setting out some of the rights and duties of the parties who participate in the securities holding system.

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Article 9, Secured Transactions

Uniform Commercial Code Article 9 provides a statutory framework that governs secured transactions--transactions that involve the granting of credit secured by personal property. Each state maintains an office for filing finance statements to publicly disclose security interests in encumbered property. A substantial revision to Article 9 was completed in 1998 and adopted in all states. The article was further amended in 1999, 2000, 2001, and 2010.

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2010 Amendments to Article 9, Secured Transactions

Uniform Commercial Code (UCC) Article 9 governs secured transactions in personal property. The 2010 Amendments to Article 9 modify the existing statute to respond to filing issues and address other matters that have arisen in practice following a decade of experience with the 1998 version. Most significantly, the 2010 Amendments provide greater guidance as to the form of the name of an individual debtor to be provided on a financing statement.

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2018 Amendments to 9-406 and 9-408 of UCC Article 9, Secured Transactions

Amendments to UCC Article 9 Sections 9-406 and 9-408 modify the anti-assignment override provisions, thereby excluding security interests in ownership interests of general partnerships, limited partnerships, and limited liability companies from the override provisions.

View UCC Article 9, Secured Transactions, Amendments to 9-406 and 9-408

Article 12 and the 2022 Amendments

The 2022 amendments to the Uniform Commercial Code address emerging technologies, providing updated rules for commercial transactions involving virtual currencies, distributed ledger technologies (including blockchain), artificial intelligence, and other technological developments. The amendments span almost every article of the UCC and add a new Article 12 addressing certain types of digital assets defined as “Controllable Electronic Records” (CERs). The amendments provide new default rules to govern transactions involving these new technologies and clarify the UCC’s applicability to mixed transactions involving both goods and services. The amendments also contain some miscellaneous revisions unrelated to technological developments but providing needed clarification.

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