{"data":{"id":"us-de/6-del.-c.-8-102","jurisdiction":"us-de","citation":"6 Del. C. § 8-102","heading":"Definitions and index of definitions.","body":"(a) In this Article:\n(1) “Adverse claim” means a claim that a claimant has a property interest in a financial asset and that it is a violation of the rights of the claimant for another person to hold, transfer, or deal with the financial asset.\n(2) “Bearer form,” as applied to a certificated security, means a form in which the security is payable to the bearer of the security certificate according to its terms but not by reason of an endorsement.\n(3) “Broker” means a person defined as a broker or dealer under the federal securities laws, but without excluding a bank acting in that capacity.\n(4) “Certificated security” means a security that is represented by a certificate.\n(5) “Clearing corporation” means:\n(i) a person that is registered as a “clearing agency” under the federal securities laws;\n(ii) a federal reserve bank; or\n(iii) any other person that provides clearance or settlement services with respect to financial assets that would require it to register as a clearing agency under the federal securities laws but for an exclusion or exemption from the registration requirement, if its activities as a clearing corporation, including promulgation of rules, are subject to regulation by a federal or state governmental authority.\n(6) “Communicate” means to:\n(i) send a signed record; or\n(ii) transmit information by any mechanism agreed upon by the persons transmitting and receiving the information.\n(7) “Entitlement holder” means a person identified in the records of a securities intermediary as the person having a security entitlement against the securities intermediary. If a person acquires a security entitlement by virtue of Section 8-501(b)(2) or (3), that person is the entitlement holder.\n(8) “Entitlement order” means a notification communicated to a securities intermediary directing transfer or redemption of a financial asset to which the entitlement holder has a security entitlement.\n(9) “Financial asset,” except as otherwise provided in Section 8-103, means:\n(i) a security;\n(ii) an obligation of a person or a share, participation, or other interest in a person or in property or an enterprise of a person, which is, or is of a type, dealt in or traded on financial markets, or which is recognized in any area in which it is issued or dealt in as a medium for investment; or\n(iii) any property that is held by a securities intermediary for another person in a securities account if the securities intermediary has expressly agreed with the other person that the property is to be treated as a financial asset under this Article.\nAs context requires, the term means either the interest itself or the means by which a person’s claim to it is evidenced, including a certificated or uncertificated security, a security certificate, or a security entitlement.\n(10) [Reserved.]\n(11) “Endorsement” means a signature that alone or accompanied by other words is made on a security certificate in registered form or on a separate document for the purpose of assigning, transferring, or redeeming the security or granting a power to assign, transfer, or redeem it.\n(12) “Instruction” means a notification communicated to the issuer of an uncertificated security which directs that the transfer of the security be registered or that the security be redeemed.\n(13) “Registered form,” as applied to a certificated security, means a form in which:\n(i) the security certificate specifies a person entitled to the security; and\n(ii) a transfer of the security may be registered upon books maintained for that purpose by or on behalf of the issuer, or the security certificate so states.\n(14) “Securities intermediary” means:\n(i) a clearing corporation; or\n(ii) a person, including a bank or broker, that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity.\n(15) “Security,” except as otherwise provided in Section 8-103, means an obligation of an issuer or a share, participation, or other interest in an issuer or in property or an enterprise of an issuer:\n(i) which is represented by a security certificate in bearer or registered form, or the transfer of which may be registered upon books maintained for that purpose by or on behalf of the issuer;\n(ii) which is one of a class or series or by its terms is divisible into a class or series of shares, participations, interests, or obligations; and\n(iii) which:\n(A) is, or is of a type, dealt in or traded on securities exchanges or securities markets; or\n(B) is a medium for investment and by its terms expressly provides that it is a security governed by this Article.\n(16) “Security certificate” means a certificate representing a security.\n(17) “Security entitlement” means the rights and property interest of an entitlement holder with respect to a financial asset specified in Part 5.\n(18) “Uncertificated security” means a security that is not represented by a certificate.\n(b) The following definitions in this Article and other Articles apply to this Article:\n“Appropriate person”. Section 8-107.\n“Control”. Section 8-106.\n“Controllable account”. Section 9-102.\n“Controllable electronic record”. Section 12-102.\n“Controllable payment intangible”. Section 9-102.\n“Delivery”. Section 8-301.\n“Investment company security”. Section 8-103.\n“Issuer”. Section 8-201.\n“Overissue”. Section 8-210.\n“Protected purchaser”. Section 8-303.\n“Securities account”. Section 8-501.\n(c) In addition, Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article.\n(d) The characterization of a person, business, or transaction for purposes of this Article does not determine the characterization of the person, business, or transaction for purposes of any other law, regulation, or rule.","path":["Title 6. Commerce and Trade","SUBTITLE I","Uniform Commercial Code","ARTICLE 8. Investment Securities","Part 1","Short Title and General Matters"],"source_url":"https://delcode.delaware.gov/title6/c008/sc01/index.html#8-102","current_through":"2026-08-10 (85 Del. Laws, c. 421, 424)","vintage":"","retrieved_at":"2026-09-05T23:02:06Z","sha256":"0710b1791ff575249f8553607aaa6b23c54e2460dd68ab7152cf78dfc11b7b43","source_id":"us-de","stale":true,"prev":"us-de/6-del.-c.-8-101","next":"us-de/6-del.-c.-8-103"},"notice":"GroundRules: Original legal text. Not legal advice."}