Missouri Revised Statutes













Chapter 400

Uniform Commercial Code

←400.08-101

Section 400.8-102.1

400.08-103→

August 28, 2015

Definitions.

400.8-102. (a) In this article:



(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;



(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 indorsement;



(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;



(4) "Certificated security" means a security that is represented by a

certificate;



(5) "Clearing corporation" means:



(i) A person that is registered as a "clearing agency" under the federal

securities laws;



(ii) A federal reserve bank; or



(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;



(6) "Communicate" means to:



(i) Send a signed writing; or



(ii) Transmit information by any mechanism agreed upon by the persons

transmitting and receiving the information;



(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 400.8-501(b)(2) or (3), that person is the entitlement

holder;



(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;



(9) "Financial asset", except as otherwise provided in section

400.8-103, means:



(i) A security;



(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



(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.



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;



(10) "Good faith", for purposes of the obligation of good faith in the

performance or enforcement of contracts or duties within this article, means

honesty in fact and the observance of reasonable commercial standards of fair

dealing;



(11) "Indorsement" 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;



(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;



(13) "Registered form", as applied to a certificated security, means a

form in which:



(i) The security certificate specifies a person entitled to the

security; and



(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;



(14) "Securities intermediary" means:



(i) A clearing corporation; or



(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;



(15) "Security", except as otherwise provided in section 400.8-103,

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:



(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;



(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



(iii) Which:



(A) Is, or is of a type, dealt in or traded on securities exchanges or

securities markets; or



(B) Is a medium for investment and by its terms expressly provides that

it is a security governed by this article;



(16) "Security certificate" means a certificate representing a security;



(17) "Security entitlement" means the rights and property interest of an

entitlement holder with respect to a financial asset specified in sections

400.8-501 to 400.8-510;



(18) "Uncertificated security" means a security that is not represented

by a certificate.



(b) Other definitions applying to this article and the sections in which

they appear are:



"Appropriate person". Section 400.8-107.



"Control". Section 400.8-106.



"Delivery". Section 400.8-301.



"Investment company security". Section 400.8-103.



"Issuer". Section 400.8-201.



"Overissue". Section 400.8-210.



"Protected purchaser". Section 400.8-303.



"Securities account". Section 400.8-501.



(c) In addition, article 1 of this chapter contains general definitions

and principles of construction and interpretation applicable throughout this

article.



(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.



(L. 1963 p. 503 § 8-102, A.L. 1974 S.B. 425, A.L. 1992 S.B. 448,

A.L. 1997 S.B. 6)







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