§ 8-106 — Control

Section 8--106. Control.\n (a) A purchaser has "control" of a certificated security in bearer\nform if the certificated security is delivered to the purchaser.\n (b) A purchaser has "control" of a certificated security in registered\nform if the certificated security is delivered to the purchaser, and:\n (1) the certificate is indorsed to the purchaser or in blank by\n an effective indorsement; or\n (2) the certificate is registered in the name of the purchaser,\n upon original issue or registration of transfer by the\n issuer.\n (c) A purchaser has "control" of an uncertificated security if:\n (1) the uncertificated security is delivered to the purchaser; or\n (2) the issuer has agreed that it will comply with instructions\n originated by the purchaser without further consent by the\n registered owner.\n * (d) A purchaser has "control" of a security entitlement if:\n (1) the purchaser becomes the entitlement holder;\n (2) the securities intermediary has agreed that it will comply\n with entitlement orders originated by the purchaser without\n further consent by the entitlement holder; or\n (3) another person has control of the security entitlement on\n behalf of the purchaser or, having previously acquired\n control of the security entitlement, acknowledges that it has\n control on behalf of the purchaser.\n * NB Effective until June 3, 2026\n* (d) A purchaser has "control" of a security entitlement if:\n (1) the purchaser becomes the entitlement holder;\n (2) the securities intermediary has agreed that it will comply\n with entitlement orders originated by the purchaser without\n further consent by the entitlement holder; or\n (3) another person, other than the transferor to the purchaser of\n an interest in the security entitlement:\n (A) has control of the security entitlement and acknowledges that\n it has control on behalf of the purchaser; or\n (B) obtains control of the security entitlement after having\n acknowledged that it will obtain control of the security\n entitlement on behalf of the purchaser.\n * NB Effective June 3, 2026\n (e) If an interest in a security entitlement is granted by the\nentitlement holder to the entitlement holder's own securities\nintermediary, the securities intermediary has control.\n (f) A purchaser who has satisfied the requirements of subsection (c)\nor (d) has control even if the registered owner in the case of\nsubsection (c) or the entitlement holder in the case of subsection (d)\nretains the right to make substitutions for the uncertificated security\nor security entitlement, to originate instructions or entitlement orders\nto the issuer or securities intermediary, or otherwise to deal with the\nuncertificated security or security entitlement.\n (g) An issuer or a securities intermediary may not enter into an\nagreement of the kind described in subsection (c)(2) or (d)(2) without\nthe consent of the registered owner or entitlement holder, but an issuer\nor a securities intermediary is not required to enter into such an\nagreement even though the registered owner or entitlement holder so\ndirects. An issuer or securities intermediary that has entered into such\nan agreement is not required to confirm the existence of the agreement\nto another party unless requested to do so by the registered owner or\nentitlement holder.\n (h) Under subsection (c)(2) or (d)(2), authentication of a record does\nnot impose upon the issuer or securities intermediary any duty not\nexpressly agreed to by the issuer or securities intermediary in the\nrecord.\n (i) A purchaser has "control" under subsection (c)(2) or (d)(2) even\nif any duty of the issuer or the securities intermediary to comply with\ninstructions or entitlement orders originated by the purchaser is\nsubject to any condition or conditions (other than further consent by\nthe registered owner or the entitlement holder).\n * (j) A person that has control under this section is not required to\nacknowledge that it has control on behalf of a purchaser.\n * NB Effective June 3, 2026\n * (k) If a person acknowledges that it has or will obtain control on\nbehalf of a purchaser, unless the person otherwise agrees or law other\nthan this article or Article 9 otherwise provides, the person does not\nowe any duty to the purchaser and is not required to confirm the\nacknowledgment to any other person.\n * NB Effective June 3, 2026\n