{"data":{"id":"us-nc/n.c.-gen.-stat.-25-8-110","jurisdiction":"us-nc","citation":"N.C. Gen. Stat. § 25-8-110","heading":"Applicability; choice of law.","body":"(a)\tThe local law of the issuer's jurisdiction, as specified in subsection (d) of this section, governs all of the following:\n(1)\tThe validity of a security.\n(2)\tThe rights and duties of the issuer with respect to registration of transfer.\n(3)\tThe effectiveness of registration of transfer by the issuer.\n(4)\tWhether the issuer owes any duties to an adverse claimant to a security.\n(5)\tWhether an adverse claim can be asserted against a person to which transfer of a certificated or uncertificated security is registered or a person that obtains control of an uncertificated security.\n(b)\tThe local law of the securities intermediary's jurisdiction, as specified in subsection (e) of this section, governs all of the following:\n(1)\tAcquisition of a security entitlement from the securities intermediary.\n(2)\tThe rights and duties of the securities intermediary and entitlement holder arising out of a security entitlement.\n(3)\tWhether the securities intermediary owes any duties to an adverse claimant to a security entitlement.\n(4)\tWhether an adverse claim can be asserted against a person that acquires a security entitlement from the securities intermediary or a person that purchases a security entitlement or interest therein from an entitlement holder.\n(c)\tThe local law of the jurisdiction in which a security certificate is located at the time of delivery governs whether an adverse claim can be asserted against a person to which the security certificate is delivered.\n(d)\t\"Issuer's jurisdiction\" means the jurisdiction under which the issuer of the security is organized or, if permitted by the law of that jurisdiction, the law of another jurisdiction specified by the issuer. An issuer organized under the law of this State may specify the law of another jurisdiction as the law governing the matters specified in subdivisions (a)(2) through (5) of this section.\n(e)\tThe following rules determine a \"securities intermediary's jurisdiction\" for purposes of this section:\n(1)\tIf an agreement between the securities intermediary and its entitlement holder governing the securities account expressly provides that a particular jurisdiction is the securities intermediary's jurisdiction for purposes of this Part, this Article, or this Chapter, that jurisdiction is the securities intermediary's jurisdiction.\n(2)\tIf subdivision (1) of this subsection does not apply and an agreement between the securities intermediary and its entitlement holder governing the securities account expressly provides that the agreement is governed by the law of a particular jurisdiction, that jurisdiction is the securities intermediary's jurisdiction.\n(3)\tIf neither subdivision (1) nor subdivision (2) of this subsection applies and an agreement between the securities intermediary and its entitlement holder governing the securities account expressly provides that the securities account is maintained at an office in a particular jurisdiction, that jurisdiction is the securities intermediary's jurisdiction.\n(4)\tIf none of the preceding subdivisions of this subsection applies, the securities intermediary's jurisdiction is the jurisdiction in which the office identified in an account statement as the office serving the entitlement holder's account is located.\n(5)\tIf none of the preceding subdivisions of this subsection applies, the securities intermediary's jurisdiction is the jurisdiction in which the chief executive office of the securities intermediary is located.\n(f)\tA securities intermediary's jurisdiction is not determined by the physical location of certificates representing financial assets, or by the jurisdiction in which is organized the issuer of the financial asset with respect to which an entitlement holder has a security entitlement, or by the location of facilities for data processing or other record keeping concerning the account.\n(g)\tThe local law of the issuer's jurisdiction or the securities intermediary's jurisdiction governs a matter or transaction specified in subsection (a) or (b) of this section even if the matter or transaction does not bear any relation to the jurisdiction. (1997-181, s. 1; 2000-169, s. 23; 2025-25, s. 149.)","path":["Chapter 25. Uniform Commercial Code.","Article 8. Investment Securities.","Part 1. Short Title and General Matters."],"source_url":"https://www.ncleg.gov/EnactedLegislation/Statutes/HTML/BySection/Chapter_25/GS_25-8-110.html","current_through":"S.L. 2026-30","vintage":"","retrieved_at":"2026-08-27T17:58:47Z","sha256":"ba7c48e56f5c4b124fb9fa4f4bfb8a79b6106d9e4676498749a6187c3f7d95a6","source_id":"us-nc","stale":false,"prev":"us-nc/n.c.-gen.-stat.-25-8-109","next":"us-nc/n.c.-gen.-stat.-25-8-111"},"notice":"GroundRules: Original legal text. Not legal advice."}