810 ILCS 5/12-102

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

(Text of Section before amendment by P.A. 103-1036)

(This version was renumbered as 810 ILCS 5/Art. 11A-102 by P.A. 103-1036, eff. 1-1-25)

Sec. 12-102. Transition to Amendatory Act of 1987. (1) Transactions validly entered into after July 1, 1962 and before January 1, 1988 and which were subject to the provisions of the "Uniform Commercial Code", approved July 31, 1961, as amended, and which would be subject to this amendatory Act of 1987 if they had been entered into after December 31, 1987 and the rights, duties and interest flowing from such transactions remain valid after the latter date, and may be terminated, completed, consummated or enforced as required or permitted by this amendatory Act of 1987. Security interests arising out of such transactions which are perfected when this amendatory Act of 1987 becomes effective shall remain perfected until they lapse as provided in this amendatory Act of 1987, and may be continued as permitted by this amendatory Act of 1987.

(2) The persons shown on the books of the issuer as the holders of uncertificated securities outstanding when this amendatory Act of 1987 becomes effective shall be deemed to be the registered owners thereof. Prior to the 90th day after this amendatory Act of 1987 takes effect, the issuer of any uncertificated security outstanding when this amendatory Act of 1987 takes effect shall send to the registered owner a written statement containing:

(a) A description of the issue of which the uncertificated security is a part;

(b) The number of shares or other units owned by the registered owner;

(c) The name and address and (if known to the issuer) any taxpayer identification number of the registered owner;

(d) A notation of any liens or restrictions of the issuer and any adverse claims (as to which the issuer has a duty under Section 8-403(4) to which the uncertificated security is or may be subject at the time when the statement is prepared or a statement that there are no such liens, restrictions or adverse claims; and

(e) The date the statement was prepared.

Statements sent pursuant to this subsection shall be signed by or on behalf of the issuer; shall be identified as "initial transaction statement"; and shall be deemed to be initial transaction statements for the purposes of Article 8 as amended by this amendatory Act of 1987.

(3) If a security interest in an uncertificated security outstanding prior to January 1, 1988, is perfected or has priority as to all persons or as to certain persons when this amendatory Act of 1987 takes effect by virtue of the previous filing of a financing statement, and if other acts would be required for the perfection or priority of the security interest against those persons under this amendatory Act of 1987, the perfection and priority rights of the security interest shall continue and shall lapse on the date provided by the "Uniform Commercial Code", approved July 31, 1961, as amended prior to this amendatory Act of 1987, (whether or not a continuation statement is filed with respect to such security interest) unless the security interest is perfected in accordance with this amendatory Act of 1987.

(4) If an issuer's lien or restriction on an uncertificated security outstanding prior to January 1, 1988, or a term of such a security is valid and effective against all persons or against certain persons when this amendatory Act of 1987 takes effect, and if the notation of such lien, restriction or term on an initial transaction statement would be required for its validity or effectiveness against those persons under this amendatory Act of 1987, such lien, restriction or term shall remain valid and effective until the earlier of (i) the time when an initial transaction statement is sent by the issuer to the registered owner (after which the validity and effectiveness of the lien, restriction or term shall be governed by this amendatory Act of 1987), or (ii) 3 years from the effective date of this amendatory Act of 1987. If an initial transaction statement regarding an uncertificated security outstanding on the effective date of this amendatory Act of 1987 is not sent to the registered owner thereof within 3 years after that date, any issuer's lien required to be noted thereon shall cease to be valid, and any restriction or term required to be noted thereon shall cease to be effective except as to those persons against whom an unnoted restriction or term would be effective under Article 8 as amended by this amendatory Act of 1987.

(Source: P.A. 85-997.)

(Text of Section after amendment by P.A. 103-1036)

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.)