Illinois General Assembly - 810 ILCS 5/ Uniform Commercial Code.

(810 ILCS 5/Art. 12 heading) ARTICLE 12CONTROLLABLE ELECTRONIC RECORDS(Source: P.A. 103-1036, eff. 1-1-25.)

(810 ILCS 5/12-101) (from Ch. 26, par. 12-101)

Sec. 12-101. Title. This Article may be cited as Uniform Commercial Code--Controllable Electronic Records.

(Source: P.A. 103-1036, eff. 1-1-25.)

(810 ILCS 5/12-102) (from Ch. 26, par. 12-102)

Sec. 12-102. Definitions.

(a) In this Article:

(1) "Controllable electronic record" means a record

stored in an electronic medium that can be subjected to control under Section 12-105. The term does not include a controllable account, a controllable payment intangible, a deposit account, an electronic copy of a record evidencing chattel paper, an electronic document of title, electronic money, investment property, or a transferable record.

(2) "Qualifying purchaser" means a purchaser of a

controllable electronic record or an interest in a controllable electronic record that obtains control of the controllable electronic record for value, in good faith, and without notice of a claim of a property right in the controllable electronic record.

(3) "Transferable record" has the meaning provided

for that term in:

(A) Section 201(a)(1) of the Electronic

Signatures in Global and National Commerce Act, 15 U.S.C. Section 7021(a)(1), as amended; or

(B) Section 16(a) of the Uniform Electronic

Transactions Act.

(4) "Value" has the meaning provided in Section

3-303(a), as if references in that subsection to an "instrument" were references to a controllable account, controllable electronic record, or controllable payment intangible.

(b) Definitions in Article 9. The definitions in Article 9 of "account debtor", "controllable account", "controllable payment intangible", "chattel paper", "deposit account", "electronic money", and "investment property" apply to this Article.

(c) Article 1 definitions and principles. Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article.

(Source: P.A. 103-1036, eff. 1-1-25.)

(810 ILCS 5/12-103)

Sec. 12-103. Relation to Article 9 and consumer laws.

(a) Article 9 governs in case of conflict. If there is conflict between this Article and Article 9, Article 9 governs.

(b) Applicable consumer law and other laws. A transaction subject to this Article is subject to any applicable rule of law, statute, or regulation which establishes a different rule for consumers including, without limitation, the Consumer Installment Loan Act, the Predatory Loan Prevention Act, the Consumer Fraud and Deceptive Business Practices Act, any other statute or regulation that regulates the rates, charges, agreements, and practices for loans, credit sales, or other extensions of credit, and any consumer protection statute or regulation.

(Source: P.A. 103-1036, eff. 1-1-25.)

(810 ILCS 5/12-104)

Sec. 12-104. Rights in controllable account, controllable electronic record, and controllable payment intangible.

(a) Applicability of Section to controllable account and controllable payment intangible. This Section applies to the acquisition and purchase of rights in a controllable account or controllable payment intangible, including the rights and benefits under subsections (c), (d), (e), (g), and (h) of a purchaser and qualifying purchaser, in the same manner this Section applies to a controllable electronic record.

(b) Control of controllable account and controllable payment intangible. To determine whether a purchaser of a controllable account or a controllable payment intangible is a qualifying purchaser, the purchaser obtains control of the account or payment intangible if it obtains control of the controllable electronic record that evidences the account or payment intangible.

(c) Applicability of other law to acquisition of rights. Except as provided in this Section, law other than this Article determines whether a person acquires a right in a controllable electronic record and the right the person acquires.

(d) Shelter principle and purchase of limited interest. A purchaser of a controllable electronic record acquires all rights in the controllable electronic record that the transferor had or had power to transfer, except that a purchaser of a limited interest in a controllable electronic record acquires rights only to the extent of the interest purchased.

(e) Rights of qualifying purchaser. A qualifying purchaser acquires its rights in the controllable electronic record free of a claim of a property right in the controllable electronic record.

(f) Limitation of rights of qualifying purchaser in other property. Except as provided in subsections (a) and (e) for a controllable account and a controllable payment intangible or law other than this Article, a qualifying purchaser takes a right to payment, right to performance, or other interest in property evidenced by the controllable electronic record subject to a claim of a property right in the right to payment, right to performance, or other interest in property.

(g) No-action protection for qualifying purchaser. An action may not be asserted against a qualifying purchaser based on both a purchase by the qualifying purchaser of a controllable electronic record and a claim of a property right in another controllable electronic record, whether the action is framed in conversion, replevin, constructive trust, equitable lien, or other theory.

(h) Filing not notice. Filing of a financing statement under Article 9 is not notice of a claim of a property right in a controllable electronic record.

(Source: P.A. 103-1036, eff. 1-1-25.)

(810 ILCS 5/12-105)

Sec. 12-105. Control of controllable electronic record.

(a) General rule: control of controllable electronic record. A person has control of a controllable electronic record if the electronic record, a record attached to or logically associated with the electronic record, or a system in which the electronic record is recorded:

(1) gives the person:

(A) power to avail itself of substantially all

the benefit from the electronic record; and

(B) exclusive power, subject to subsection (b),

to:

(i) prevent others from availing themselves

of substantially all the benefit from the electronic record; and

(ii) transfer control of the electronic

record to another person or cause another person to obtain control of another controllable electronic record as a result of the transfer of the electronic record; and

(2) enables the person readily to identify itself in

any way, including by name, identifying number, cryptographic key, office, or account number, as having the powers specified in paragraph (1).

(b) Meaning of exclusive. Subject to subsection (c), a power is exclusive under subsection (a)(1)(B)(i) and (ii) even if:

(1) the controllable electronic record, a record

attached to or logically associated with the electronic record, or a system in which the electronic record is recorded limits the use of the electronic record or has a protocol programmed to cause a change, including a transfer or loss of control or a modification of benefits afforded by the electronic record; or

(2) the power is shared with another person.

(c) When power not shared with another person. A power of a person is not shared with another person under subsection (b)(2) and the person's power is not exclusive if:

(1) the person can exercise the power only if the

power also is exercised by the other person; and

(2) the other person:

(A) can exercise the power without exercise of

the power by the person; or

(B) is the transferor to the person of an

interest in the controllable electronic record or a controllable account or controllable payment intangible evidenced by the controllable electronic record.

(d) Presumption of exclusivity of certain powers. If a person has the powers specified in subsection (a)(1)(B)(i) and (ii), the powers are presumed to be exclusive.

(e) Control through another person. A person has control of a controllable electronic record if another person, other than the transferor to the person of an interest in the controllable electronic record or a controllable account or controllable payment intangible evidenced by the controllable electronic record:

(1) has control of the electronic record and

acknowledges that it has control on behalf of the person; or

(2) obtains control of the electronic record after

having acknowledged that it will obtain control of the electronic record on behalf of the person.

(f) No requirement to acknowledge. A person that has control under this Section is not required to acknowledge that it has control on behalf of another person.

(g) No duties or confirmation. If a person acknowledges that it has or will obtain control on behalf of another person, unless the person otherwise agrees or law other than this Article or Article 9 otherwise provides, the person does not owe any duty to the other person and is not required to confirm the acknowledgment to any other person.

(Source: P.A. 103-1036, eff. 1-1-25.)

(810 ILCS 5/12-106)

Sec. 12-106. Discharge of account debtor on controllable account or controllable payment intangible.

(a) Discharge of account debtor. An account debtor on a controllable account or controllable payment intangible may discharge its obligation by paying:

(1) the person having control of the controllable

electronic record that evidences the controllable account or controllable payment intangible; or

(2) except as provided in subsection (b), a person

that formerly had control of the controllable electronic record.

(b) Content and effect of notification. Subject to subsection (d), the account debtor may not discharge its obligation by paying a person that formerly had control of the controllable electronic record if the account debtor receives a notification that:

(1) is signed by a person that formerly had control

or the person to which control was transferred;

(2) reasonably identifies the controllable account or

controllable payment intangible;

(3) notifies the account debtor that control of the

controllable electronic record that evidences the controllable account or controllable payment intangible was transferred;

(4) identifies the transferee, in any reasonable way,

including by name, identifying number, cryptographic key, office, or account number; and

(5) provides a commercially reasonable method by

which the account debtor is to pay the transferee.

(c) Discharge following effective notification. After receipt of a notification that complies with subsection (b), the account debtor may discharge its obligation by paying in accordance with the notification and may not discharge the obligation by paying a person that formerly had control.

(d) When notification ineffective. Subject to subsection (h), notification is ineffective under subsection (b):

(1) unless, before the notification is sent, the

account debtor and the person that, at that time, had control of the controllable electronic record that evidences the controllable account or controllable payment intangible agree in a signed record to a commercially reasonable method by which a person may furnish reasonable proof that control has been transferred;

(2) to the extent an agreement between the account

debtor and seller of a payment intangible limits the account debtor's duty to pay a person other than the seller and the limitation is effective under law other than this Article; or

(3) at the option of the account debtor, if the

notification notifies the account debtor to:

(A) divide a payment;

(B) make less than the full amount of an

installment or other periodic payment; or

(C) pay any part of a payment by more than one

method or to more than one person.

(e) Proof of transfer of control. Subject to subsection (h), if requested by the account debtor, the person giving the notification under subsection (b) seasonably shall furnish reasonable proof, using the method in the agreement referred to in subsection (d)(1), that control of the controllable electronic record has been transferred. Unless the person complies with the request, the account debtor may discharge its obligation by paying a person that formerly had control, even if the account debtor has received a notification under subsection (b).

(f) What constitutes reasonable proof. A person furnishes reasonable proof under subsection (e) that control has been transferred if the person demonstrates, using the method in the agreement referred to in subsection (d)(1), that the transferee has the power to:

(1) avail itself of substantially all the benefit

from the controllable electronic record;

(2) prevent others from availing themselves of

substantially all the benefit from the controllable electronic record; and

(3) transfer the powers specified in paragraphs (1)

and (2) to another person.

(g) Rights not waivable. Subject to subsection (h), an account debtor may not waive or vary its rights under subsections (d)(1) and (e) or its option under subsection (d)(3).

(h) Rule for individual under other law. This Section is subject to law other than this Article which establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family, or household purposes.

(Source: P.A. 103-1036, eff. 1-1-25.)

(810 ILCS 5/12-107)

Sec. 12-107. Governing law.

(a) Governing law: general rule. Except as provided in subsection (b), the local law of a controllable electronic record's jurisdiction governs a matter covered by this Article.

(b) Governing law: Section 12-106. For a controllable electronic record that evidences a controllable account or controllable payment intangible, the local law of the controllable electronic record's jurisdiction governs a matter covered by Section 12-106 unless an effective agreement determines that the local law of another jurisdiction governs.

(c) Controllable electronic record's jurisdiction. The following rules determine a controllable electronic record's jurisdiction under this Section:

(1) If the controllable electronic record, or a

record attached to or logically associated with the controllable electronic record and readily available for review, expressly provides that a particular jurisdiction is the controllable electronic record's jurisdiction for purposes of this Article or the Uniform Commercial Code, that jurisdiction is the controllable electronic record's jurisdiction.

(2) If paragraph (1) does not apply and the rules of

the system in which the controllable electronic record is recorded are readily available for review and expressly provide that a particular jurisdiction is the controllable electronic record's jurisdiction for purposes of this Article or the Uniform Commercial Code, that jurisdiction is the controllable electronic record's jurisdiction.

(3) If paragraphs (1) and (2) do not apply and the

controllable electronic record, or a record attached to or logically associated with the controllable electronic record and readily available for review, expressly provides that the controllable electronic record is governed by the law of a particular jurisdiction, that jurisdiction is the controllable electronic record's jurisdiction.

(4) If paragraphs (1), (2), and (3) do not apply and

the rules of the system in which the controllable electronic record is recorded are readily available for review and expressly provide that the controllable electronic record or the system is governed by the law of a particular jurisdiction, that jurisdiction is the controllable electronic record's jurisdiction.

(5) If paragraphs (1) through (4) do not apply, the

controllable electronic record's jurisdiction is the District of Columbia.

(d) Applicability of Article 12. If subsection (c)(5) applies and Article 12 is not in effect in the District of Columbia without material modification, the governing law for a matter covered by this Article is the law of the District of Columbia as though Article 12 were in effect in the District of Columbia without material modification. In this subsection, "Article 12" means Article 12 of Uniform Commercial Code Amendments (2022).

(e) Relation of matter or transaction to controllable electronic record's jurisdiction not necessary. To the extent subsections (a) and (b) provide that the local law of the controllable electronic record's jurisdiction governs a matter covered by this Article, that law governs even if the matter or a transaction to which the matter relates does not bear any relation to the controllable electronic record's jurisdiction.

(f) Rights of purchasers determined at time of purchase. The rights acquired under Section 12-104 by a purchaser or qualifying purchaser are governed by the law applicable under this Section at the time of purchase.

(Source: P.A. 103-1036, eff. 1-1-25.)

(810 ILCS 5/Art. 12A heading) ARTICLE 12ATRANSITIONAL PROVISIONS FOR UNIFORM COMMERCIAL CODE AMENDMENTS OF THE 103RD GENERAL ASSEMBLY (Source: P.A. 103-1036, eff. 1-1-25.)

(810 ILCS 5/Art. 12A Pt. 1 heading) PART 1GENERAL PROVISIONS AND DEFINITIONS (Source: P.A. 103-1036, eff. 1-1-25.)

(810 ILCS 5/12A-101)

Sec. 12A-101. Title. This Article may be cited as Transitional Provisions for Uniform Commercial Code Amendments of the 103rd General Assembly.

(Source: P.A. 103-1036, eff. 1-1-25.)

(810 ILCS 5/12A-102)

Sec. 12A-102. Definitions.

(a) In this Article:

(1) "Adjustment date" means July 1, 2025, or the date

that is one year after the effective date of this amendatory Act of the 103rd General Assembly, whichever is later.

(2) "Article 12" means Article 12 of the Uniform

Commercial Code.

(3) "Article 12 property" means a controllable

account, controllable electronic record, or controllable payment intangible.

(b) Definitions in other Articles. The following definitions in other Articles of the Uniform Commercial Code apply to this Article.

"Controllable account". Section 9-102.

"Controllable electronic record". Section 12-102.

"Controllable payment intangible". Section 9-102.

"Electronic money". Section 9-102.

"Financing statement". Section 9-102.

(c) Article 1 definitions and principles. Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article.

(Source: P.A. 103-1036, eff. 1-1-25.)

(810 ILCS 5/Art. 12A Pt. 2 heading) PART 2GENERAL TRANSITIONAL PROVISION (Source: P.A. 103-1036, eff. 1-1-25.)

(810 ILCS 5/12A-201)

Sec. 12A-201. Saving clause. Except as provided in Part 3, a transaction validly entered into before the effective date of this amendatory Act of the 103rd General Assembly and the rights, duties, and interests flowing from the transaction remain valid thereafter and may be terminated, completed, consummated, or enforced as required or permitted by law other than the Uniform Commercial Code or, if applicable, the Uniform Commercial Code, as though this amendatory Act of the 103rd General Assembly had not taken effect.

(Source: P.A. 103-1036, eff. 1-1-25.)

(810 ILCS 5/Art. 12A Pt. 3 heading) PART 3TRANSITIONAL PROVISIONS FOR ARTICLES 9 AND 12 (Source: P.A. 103-1036, eff. 1-1-25.)

(810 ILCS 5/12A-301)

Sec. 12A-301. Saving clause.

(a) Pre-effective-date transaction, lien, or interest. Except as provided in this Part, Article 9 as amended by this amendatory Act of the 103rd General Assembly and Article 12 apply to a transaction, lien, or other interest in property, even if the transaction, lien, or interest was entered into, created, or acquired before the effective date of this amendatory Act of the 103rd General Assembly.

(b) Continuing validity. Except as provided in subsection (c) and Sections 12A-302 through 12A-306:

(1) a transaction, lien, or interest in property that

was validly entered into, created, or transferred before the effective date of this amendatory Act of the 103rd General Assembly and was not governed by the Uniform Commercial Code, but would be subject to Article 9 as amended by this amendatory Act of the 103rd General Assembly or Article 12 if it had been entered into, created, or transferred on or after the effective date of this amendatory Act of the 103rd General Assembly, including the rights, duties, and interests flowing from the transaction, lien, or interest, remains valid on and after the effective date of this amendatory Act of the 103rd General Assembly; and

(2) the transaction, lien, or interest may be

terminated, completed, consummated, and enforced as required or permitted by this amendatory Act of the 103rd General Assembly or by the law that would apply if this amendatory Act of the 103rd General Assembly had not taken effect.

(c) Pre-effective-date proceeding. This amendatory Act of the 103rd General Assembly does not affect an action, case, or proceeding commenced before the effective date of this amendatory Act of the 103rd General Assembly.

(Source: P.A. 103-1036, eff. 1-1-25.)

(810 ILCS 5/12A-302)

Sec. 12A-302. Security interest perfected before effective date.

(a) Continuing perfection: perfection requirements satisfied. A security interest that is enforceable and perfected immediately before the effective date of this amendatory Act of the 103rd General Assembly is a perfected security interest under this amendatory Act of the 103rd General Assembly if, on the effective date of this amendatory Act of the 103rd General Assembly, the requirements for enforceability and perfection under this amendatory Act of the 103rd General Assembly are satisfied without further action.

(b) Continuing perfection: enforceability or perfection requirements not satisfied. If a security interest is enforceable and perfected immediately before the effective date of this amendatory Act of the 103rd General Assembly, but the requirements for enforceability or perfection under this amendatory Act of the 103rd General Assembly are not satisfied on the effective date of this amendatory Act of the 103rd General Assembly, the security interest:

(1) is a perfected security interest until the

earlier of the time perfection would have ceased under the law in effect immediately before the effective date of this amendatory Act of the 103rd General Assembly or the adjustment date;

(2) remains enforceable thereafter only if the

security interest satisfies the requirements for enforceability under Section 9-203, as amended by this amendatory Act of the 103rd General Assembly, before the adjustment date; and

(3) remains perfected thereafter only if the

requirements for perfection under this amendatory Act of the 103rd General Assembly are satisfied before the time specified in paragraph (1).

(Source: P.A. 103-1036, eff. 1-1-25.)

(810 ILCS 5/12A-303)

Sec. 12A-303. Security interest unperfected before effective date. A security interest that is enforceable immediately before the effective date of this amendatory Act of the 103rd General Assembly but is unperfected at that time:

(1) remains an enforceable security interest until

the adjustment date;

(2) remains enforceable thereafter if the security

interest becomes enforceable under Section 9-203, as amended by this amendatory Act of the 103rd General Assembly, on the effective date of this amendatory Act of the 103rd General Assembly or before the adjustment date; and

(3) becomes perfected:

(A) without further action, on the effective date

of this amendatory Act of the 103rd General Assembly if the requirements for perfection under this amendatory Act of the 103rd General Assembly are satisfied before or at that time; or

(B) when the requirements for perfection are

satisfied if the requirements are satisfied after that time.

(Source: P.A. 103-1036, eff. 1-1-25.)

(810 ILCS 5/12A-304)

Sec. 12A-304. Effectiveness of actions taken before effective date.

(a) Pre-effective-date action; attachment and perfection before adjustment date. If action, other than the filing of a financing statement, is taken before the effective date of this amendatory Act of the 103rd General Assembly and the action would have resulted in perfection of the security interest had the security interest become enforceable before the effective date of this amendatory Act of the 103rd General Assembly, the action is effective to perfect a security interest that attaches under this amendatory Act of the 103rd General Assembly before the adjustment date. An attached security interest becomes unperfected on the adjustment date unless the security interest becomes a perfected security interest under this amendatory Act of the 103rd General Assembly before the adjustment date.

(b) Pre-effective-date filing. The filing of a financing statement before the effective date of this amendatory Act of the 103rd General Assembly is effective to perfect a security interest on the effective date of this amendatory Act of the 103rd General Assembly to the extent the filing would satisfy the requirements for perfection under this amendatory Act of the 103rd General Assembly.

(c) Pre-effective-date enforceability action. The taking of an action before the effective date of this amendatory Act of the 103rd General Assembly is sufficient for the enforceability of a security interest on the effective date of this amendatory Act of the 103rd General Assembly if the action would satisfy the requirements for enforceability under this amendatory Act of the 103rd General Assembly.

(Source: P.A. 103-1036, eff. 1-1-25.)

(810 ILCS 5/12A-305)

Sec. 12A-305. Priority.

(a) Determination of priority. Subject to subsections (b) and (c), this amendatory Act of the 103rd General Assembly determines the priority of conflicting claims to collateral.

(b) Established priorities. Subject to subsection (c), if the priorities of claims to collateral were established before the effective date of this amendatory Act of the 103rd General Assembly, Article 9 as in effect before the effective date of this amendatory Act of the 103rd General Assembly determines priority.

(c) Determination of certain priorities on adjustment date. On the adjustment date, to the extent the priorities determined by Article 9 as amended by this amendatory Act of the 103rd General Assembly modify the priorities established before the effective date of this amendatory Act of the 103rd General Assembly, the priorities of claims to Article 12 property and electronic money established before the effective date of this amendatory Act of the 103rd General Assembly cease to apply.

(Source: P.A. 103-1036, eff. 1-1-25.)

(810 ILCS 5/12A-306)

Sec. 12A-306. Priority of claims when priority rules of Article 9 do not apply.

(a) Determination of priority. Subject to subsections (b) and (c), Article 12 determines the priority of conflicting claims to Article 12 property when the priority rules of Article 9 as amended by this amendatory Act of the 103rd General Assembly do not apply.

(b) Established priorities. Subject to subsection (c), when the priority rules of Article 9 as amended by this amendatory Act of the 103rd General Assembly do not apply and the priorities of claims to Article 12 property were established before the effective date of this amendatory Act of the 103rd General Assembly, law other than Article 12 determines priority.

(c) Determination of certain priorities on adjustment date. When the priority rules of Article 9 as amended by this amendatory Act of the 103rd General Assembly do not apply, to the extent the priorities determined by this amendatory Act of the 103rd General Assembly modify the priorities established before the effective date of this amendatory Act of the 103rd General Assembly, the priorities of claims to Article 12 property established before the effective date of this amendatory Act of the 103rd General Assembly cease to apply on the adjustment date.

(Source: P.A. 103-1036, eff. 1-1-25.)