§ 7-106 — Control of Electronic Document of Title

New York § 7-106

• Jurisdiction: New York
• Law UCC: Uniform Commercial Code
• Part 1: General
• Art. 7: Documents of Title

Text

* Section 7--106. Control of Electronic Document of Title.\n (a) A person has control of an electronic document of title if a\nsystem employed for evidencing the transfer of interests in the\nelectronic document reliably establishes that person as the person to\nwhich the electronic document was issued or transferred.\n (b) A system satisfies subsection (a), and a person is deemed to have\ncontrol of an electronic document of title, if the document is created,\nstored and assigned in such a manner that:\n (1) a single authoritative copy of the document exists which is\nunique, identifiable, and, except as otherwise provided in paragraphs\n(4), (5), and (6), unalterable;\n (2) the authoritative copy identifies the person asserting control as:\n (A) the person to which the document was issued; or\n (B) if the authoritative copy indicates that the document has been\ntransferred, the person to which the document was most recently\ntransferred;\n (3) the authoritative copy is communicated to and maintained by the\nperson asserting control or its designated custodian;\n (4) copies or amendments that add or change an identified assignee of\nthe authoritative copy can be made only with the consent of the person\nasserting control;\n (5) each copy of the authoritative copy and any copy of a copy is\nreadily identifiable as a copy that is not the authoritative copy; and\n (6) any amendment of the authoritative copy is readily identifiable as\nauthorized or unauthorized.\n * NB Effective until June 3, 2026\n* Section 7--106. Control of Electronic Document of Title.\n (a) A person has control of an electronic document of title if a\nsystem employed for evidencing the transfer of interests in the\nelectronic document reliably establishes that person as the person to\nwhich the electronic document was issued or transferred.\n (b) A system satisfies subsection (a), and a person has control of an\nelectronic document of title, if the document is created, stored and\ntransferred in a manner that:\n (1) a single authoritative copy of the document exists which is\nunique, identifiable, and, except as otherwise provided in paragraphs\n(4), (5), and (6), unalterable;\n (2) the authoritative copy identifies the person asserting control as:\n (A) the person to which the document was issued; or\n (B) if the authoritative copy indicates that the document has been\ntransferred, the person to which the document was most recently\ntransferred;\n (3) the authoritative copy is communicated to and maintained by the\nperson asserting control or its designated custodian;\n (4) copies or amendments that add or change an identified transferee\nof the authoritative copy can be made only with the consent of the\nperson asserting control;\n (5) each copy of the authoritative copy and any copy of a copy is\nreadily identifiable as a copy that is not the authoritative copy; and\n (6) any amendment of the authoritative copy is readily identifiable as\nauthorized or unauthorized.\n (c) A system satisfies subsection (a), and a person has control of an\nelectronic document of title, if an authoritative electronic copy of the\ndocument, a record attached to or logically associated with the\nelectronic copy, or a system in which the electronic copy is recorded:\n (1) enables the person readily to identify each electronic copy as\neither an authoritative copy or a nonauthoritative copy;\n (2) enables the person readily to identify itself in any way,\nincluding by name, identifying number, cryptographic key, office, or\naccount number, as the person to which each authoritative electronic\ncopy was issued or transferred; and\n (3) gives the person exclusive power, subject to subsection (d), to:\n (A) prevent others from adding or changing the person to which each\nauthoritative electronic copy has been issued or transferred; and\n (B) transfer control of each authoritative electronic copy.\n (d) Subject to subsection (e), a power is exclusive under subsection\n(c) (3) (A) even if:\n (1) the authoritative electronic copy, a record attached to or\nlogically associated with the authoritative electronic copy, or a system\nin which the authoritative electronic copy is recorded limits the use of\nthe document of title or has a protocol that is programmed to cause a\nchange, including a transfer or loss of control; or\n (2) the power is shared with another person.\n (e) A power of a person is not shared with another person under\nsubsection (d) (2) and the person's power 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 document of\ntitle.\n (f) If a person has the powers specified in subsection (c) (3) (A) and\n(B), the powers are presumed to be exclusive.\n (g) A person has control of an electronic document of title if another\nperson, other than the transferor to the person of an interest in the\ndocument:\n (1) has control of the document and acknowledges that it has control\non behalf of the person; or\n (2) obtains control of the document after having acknowledged that it\nwill obtain control of the document on behalf of the person.\n (h) A person that has control under this section is not required to\nacknowledge that it has control on behalf of another person.\n (i) If a person acknowledges that it has or will obtain control on\nbehalf of another person, unless the person otherwise agrees or law\nother than this article or Article 9 otherwise provides, the person does\nnot owe any duty to the other person and is not required to confirm the\nacknowledgment to any other person.\n * NB Effective June 3, 2026\n