N.Y. Uniform Commercial Code Law § 8-103: Rules for Determining Whether Certain Obligations and Interests are Securities or Financial Assets

Section 8--103. Rules for Determining Whether Certain Obligations and

Interests are Securities or Financial Assets.

(a) A share or similar equity interest issued by a corporation,

business trust, joint stock company, or similar entity is a security.

(b) An "investment company security" is a security. "Investment

company security" means a share or similar equity interest issued by an

entity that is registered as an investment company under the federal

investment company laws, an interest in a unit investment trust that is

so registered, or a face-amount certificate issued by a face-amount

certificate company that is so registered. Investment company security

does not include an insurance policy or endowment policy or annuity

contract issued by an insurance company.

(c) An interest in a partnership or limited liability company is not a

security unless it is dealt in or traded on securities exchanges or in

securities markets, its terms expressly provide that it is a security

governed by this Article, or it is an investment company security.

However, an interest in a partnership or limited liability company is a

financial asset if it is held in a securities account.

(d) A writing that is a security certificate is governed by this

Article and not by Article 3, even though it also meets the requirements

of that Article. However, a negotiable instrument governed by Article 3

is a financial asset if it is held in a securities account.

(e) An option or similar obligation issued by a clearing corporation

to its participants is not a security, but is a financial asset.

(f) A commodity contract, as defined in Section 9--102(a)(15), is not

a security or a financial asset.

(g) A document of title is not a financial asset unless Section

8--102(a)(9)(iii) applies.

(h) An obligation, share, participation, or interest does not satisfy

Section 8--102(a)(13)(ii) or 8--102(a)(15)(i) merely because the issuer

or a person acting on its behalf:

(1) maintains records of the owner thereof for a purpose other than

registration of transfer; or

(2) could, but does not, maintain books for the purpose of

registration of transfer.

(i) A controllable account, controllable electronic record, or

controllable payment intangible is not a financial asset unless Section

8--102(a)(9)(iii) applies.