§ 9-305 — Law Governing Perfection and Priority of Security Interests in Investment Property

Section 9--305. Law Governing Perfection and Priority of Security\n Interests in Investment Property.\n (a) Governing law: general rules. Except as otherwise provided in\nsubsections (c) and (d), the following rules apply:\n (1) While a security certificate is located in a jurisdiction,\n the local law of that jurisdiction governs perfection, the\n effect of perfection or nonperfection, and the priority of a\n security interest in the certificated security represented\n thereby.\n (2) The local law of the issuer's jurisdiction as specified in\n Section 8--110(d) governs perfection, the effect of\n perfection or nonperfection, and the priority of a security\n interest in an uncertificated security.\n (3) The local law of the securities intermediary's jurisdiction\n as specified in Section 8--110(e) governs perfection, the\n effect of perfection or nonperfection, and the priority of a\n security interest in a security entitlement or securities\n account.\n (4) The local law of the commodity intermediary's jurisdiction\n governs perfection, the effect of perfection or\n nonperfection, and the priority of a security interest in a\n commodity contract or commodity account.\n * (5) Paragraphs (2), (3), and (4) apply even if the\n transaction does not bear any relation to the jurisdiction.\n * NB Effective June 3, 2026\n (b) Commodity intermediary's jurisdiction. The following rules\ndetermine a commodity intermediary's jurisdiction for purposes of this\npart:\n (1) If an agreement between the commodity intermediary and\n commodity customer governing the commodity account expressly\n provides that a particular jurisdiction is the commodity\n intermediary's jurisdiction for purposes of this part, this\n article, or this chapter, that jurisdiction is the commodity\n intermediary's jurisdiction.\n (2) If paragraph (1) does not apply and an agreement between the\n commodity intermediary and commodity customer governing the\n commodity account expressly provides that the agreement is\n governed by the law of a particular jurisdiction, that\n jurisdiction is the commodity intermediary's jurisdiction.\n (3) If neither paragraph (1) nor paragraph (2) applies and an\n agreement between the commodity intermediary and commodity\n customer governing the commodity account expressly provides\n that the commodity account is maintained at an office in a\n particular jurisdiction, that jurisdiction is the commodity\n intermediary's jurisdiction.\n (4) If none of the preceding paragraphs apply, the commodity\n intermediary's jurisdiction is the jurisdiction in which the\n office identified in an account statement as the office\n serving the commodity customer's account is located.\n (5) If none of the preceding paragraphs apply, the commodity\n intermediary's jurisdiction is the jurisdiction in which the\n chief executive office of the commodity intermediary is\n located.\n (c) When perfection governed by law of jurisdiction where debtor\nlocated. The local law of the jurisdiction in which the debtor is\nlocated governs:\n (1) perfection of a security interest in investment property by\n filing;\n (2) automatic perfection of a security interest in investment\n property created by a broker or securities intermediary; and\n (3) automatic perfection of a security interest in a commodity\n contract or commodity account created by a commodity\n intermediary.\n (d) Cooperative interests. Subsections (a) through (c) do not apply to\ncooperative interests.\n