§ 10:8-102 — Definitions and index of definitions

§8-102. Definitions and index of definitions
(a) In this Chapter:
(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 record; 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 R.S. 10:8-501(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 R.S. 10:8-103, 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 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.
(10) [Reserved.]
(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 R.S. 10:8-103, 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 Chapter.
(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 Part 5.
(18) "Uncertificated security" means a security that is not represented by a certificate.
(b) The following definitions in this Chapter and other Chapters apply to this
Chapter:
Appropriate person R.S. 10:8-107
Control R.S. 10:8-106
Controllable account R.S. 10:9-102
Controllable electronic record R.S. 10:12-102
Controllable payment intangible R.S. 10:9-102
Delivery R.S. 10:8-301
Investment company security R.S. 10:8-103
Issuer R.S. 10:8-201
Overissue R.S. 10:8-210
Protected purchaser R.S. 10:8-303
Securities account R.S. 10:8-501
(c) In addition, Chapter 1 of this Title contains general definitions and principles of
construction and interpretation applicable throughout this Chapter.
(d) 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.

Legislative History

Added by Acts 1978, No. 165, §1, eff. Jan. 1, 1979. Acts 1989, No. 135, §6, eff. Jan. 1, 1990; Acts 1995, No. 884, §1, eff. Jan. 1, 1996; Acts 2006, No. 533, §7; Acts 2024, No. 773, §1.