{"data":{"id":"us-nd/n.d.-cent.-code-41-08-02","jurisdiction":"us-nd","citation":"N.D. Cent. Code § 41-08-02","heading":"(8-102) Definitions","body":"1.In this chapter:\na.\"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.\nb.\"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.\nc.\"Broker\" means a person defined as a broker or dealer under the federal securities laws, but without excluding a bank acting in that capacity.\nd.\"Certificated security\" means a security that is represented by a certificate.\ne.\"Clearing corporation\" means:\n(1)A person registered as a \"clearing agency\" under the federal securities laws;\n(2)A federal reserve bank; or\n(3)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.\nf.\"Communicate\" means to:\n(1)Send a signed record; or\n(2)Transmit information by any mechanism agreed upon by the persons transmitting and receiving the information.\ng.\"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.\nh.\"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 subdivision b or c of subsection 2 of section 41-08-41, that person is the entitlement holder.\ni.\"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.\nj.\"Financial asset\", except as otherwise provided in section 41-08-03, means:\n(1)A security;\n(2)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(3)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 chapter. As 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.\nk.\"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.\nl.\"Registered form\", as applied to a certificated security, means a form in which:\n(1)The security certificate specifies a person entitled to the security; and\n(2)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.\nm.\"Securities intermediary\" means:\n(1)A clearing corporation; or\n(2)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.\nn.\"Security\", except as otherwise provided in section 41-08-03, 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(1)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(2)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(3)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 chapter.\no.\"Security certificate\" means a certificate representing a security.\np.\"Security entitlement\" means the rights and property interest of an entitlement holder with respect to a financial asset specified in sections 41-08-41 through 41-08-51.\nq.\"Uncertificated security\" means a security that is not represented by a certificate.\n2.The following definitions in this chapter and other chapters apply to this chapter:\na.\"Appropriate person\". Section 41-08-07.\nb.\"Control\". Section 41-08-06.\nc.\"Controllable account\". Section 41-09-02.\nd.\"Controllable electronic record\". Section 41-12-02.\ne.\"Controllable payment intangible\". Section 41-09-02.\nf.\"Delivery\". Section 41-08-24.\ng.\"Investment company security\". Section 41-08-03.\nh.\"Issuer\". Section 41-08-17.\ni.\"Overissue\". Section 41-08-26.\nj.\"Protected purchaser\". Section 41-08-29.\nk.\"Securities account\". Section 41-08-41.\n3.In addition, chapter 41-01 contains general definitions and principles of construction and interpretation applicable throughout this chapter.\n4.The characterization of a person, business, or transaction for purposes of this chapter does not determine the characterization of the person, business, or transaction for purposes of any other law, regulation, or rule.","path":["Title 41 Uniform Commercial Code","Chapter 41-08 Investment Securities"],"source_url":"https://ndlegis.gov/cencode/t41c08.pdf","current_through":"2026-07-31T11:12:02","vintage":"","retrieved_at":"2026-09-02T21:04:14Z","sha256":"32490725ea5d4be8528045e3ac790eeb77490f8e869d1a8951f1c56228fef634","source_id":"us-nd","stale":true,"prev":"us-nd/n.d.-cent.-code-41-08-01","next":"us-nd/n.d.-cent.-code-41-08-03"},"notice":"GroundRules: Original legal text. Not legal advice."}