§ 12-105 — Control of Controllable Electronic Record

* Section 12--105. Control of Controllable Electronic Record.\n (a) General rule: control of controllable electronic record. A person\nhas control of a controllable electronic record if the electronic\nrecord, a record attached to or logically associated with the electronic\nrecord, or a system in which the electronic record is recorded:\n (1) gives the person:\n (A) power to avail itself of substantially all the benefit from the\nelectronic record; and\n (B) exclusive power, subject to subsection (b), to:\n (i) prevent others from availing themselves of substantially all the\nbenefit from the electronic record; and\n (ii) transfer control of the electronic record to another person or\ncause another person to obtain control of another controllable\nelectronic record as a result of the transfer of the electronic record;\nand\n (2) enables the person readily to identify itself in any way,\nincluding by name, identifying number, cryptographic key, office, or\naccount number, as having the powers specified in paragraph (1).\n (b) Meaning of exclusive. Subject to subsection (c), a power is\nexclusive under subsection (a)(1)(B)(i) and (ii) even if:\n (1) the controllable electronic record, a record attached to or\nlogically associated with the electronic record, or a system in which\nthe electronic record is recorded limits the use of the electronic\nrecord or has a protocol programmed to cause a change, including a\ntransfer or loss of control or a modification of benefits afforded by\nthe electronic record; or\n (2) the power is shared with another person.\n (c) When power not shared with another person. A power of a person is\nnot shared with another person under subsection (b)(2) and the person's\npower is not exclusive if:\n (1) the person can exercise the power only if the power also is\nexercised by the other person; and\n (2) the other person:\n (A) can exercise the power without exercise of the power by the\nperson; or\n (B) is the transferor to the person of an interest in the controllable\nelectronic record or a controllable account or controllable payment\nintangible evidenced by the controllable electronic record.\n (d) Presumption of exclusivity of certain powers. If a person has the\npowers specified in subsection (a)(1)(B)(i) and (ii), the powers are\npresumed to be exclusive.\n (e) Control through another person. A person has control of a\ncontrollable electronic record if another person, other than the\ntransferor to the person of an interest in the controllable electronic\nrecord or a controllable account or controllable payment intangible\nevidenced by the controllable electronic record:\n (1) has control of the electronic record and acknowledges that it has\ncontrol on behalf of the person; or\n (2) obtains control of the electronic record after having acknowledged\nthat it will obtain control of the electronic record on behalf of the\nperson.\n (f) No requirement to acknowledge. A person that has control under\nthis section is not required to acknowledge that it has control on\nbehalf of another person.\n (g) No duties or confirmation. If a person acknowledges that it has or\nwill obtain control on behalf of another person, unless the person\notherwise agrees or law other than this article or Article 9 otherwise\nprovides, the person does not owe any duty to the other person and is\nnot required to confirm the acknowledgment to any other person.\n * NB Effective June 3, 2026\n