Commercial law
Commercial law & the UCC
Commercial law explained: sales, negotiable instruments, secured transactions and the Uniform Commercial Code as each state has adopted it.
Overview
Every state enacted the UCC
The Uniform Commercial Code is a model law written by the Uniform Law Commission and the American Law Institute. It has force only because each state legislature enacted it and codified it into the state’s own statutes — and every state has done so. All 50 states, the District of Columbia, Puerto Rico and the U.S. Virgin Islands have enacted it — Louisiana has not adopted Article 2 (Sales) or Article 2A (Leases).
Our pages identify the UCC article involved — for example Article 3 (negotiable instruments) and Article 9 (secured transactions) — and point you to your state’s enacted version. See where each state codified the UCC.
Article 2 — Sales
Contracts for the sale of goods.
Article 3 — Negotiable instruments
Notes, drafts and checks.
Article 9 — Secured transactions
Security interests, receivables and financing statements.
Pages
In this section
Assignments of Notes, Mortgages and Receivables
UCC §§ 9-203(g), 9-406; 15 U.S.C. § 1641(g); Carpenter v. Longan, 83 U.S. 271 (1872)An assignment transfers rights from one party (the assignor) to another (the assignee). In lending, loans, mortgages and receivables are routinely assigned,…
Financing Statements (UCC-1)
UCC §§ 9-502, 9-509, 9-518, 9-625A financing statement — often called a UCC-1 — is a public notice filed with a state filing office to perfect certain…
Forward Flow Agreements
UCC § 9-109(a)(3); 15 U.S.C. § 1692a(6); Henson v. Santander Consumer USA Inc., 582 U.S. 79 (2017)A forward flow agreement is a contract in which a seller agrees to sell, and a buyer agrees to buy, receivables on…
Holder in Due Course
UCC § 3-302A holder in due course is a holder who takes a negotiable instrument for value, in good faith and without notice of…
How Every State Adopted the Uniform Commercial Code
The Uniform Commercial Code is a model law written by the Uniform Law Commission and the American Law Institute. It becomes law…
Indorsement, Negotiation and Transfer of Notes
UCC §§ 3-203, 3-204, 3-205How a negotiable note moves from one owner to another under UCC Article 3 — by indorsement and delivery, or by transfer.
Negotiable Instruments (UCC Article 3)
UCC § 3-104A negotiable instrument is a written promise or order to pay a fixed amount of money that meets the requirements of UCC…
Person Entitled to Enforce a Note
UCC §§ 3-301, 3-309; § 1-201(b)(21)Under UCC Article 3, the right to enforce a negotiable note belongs to a "person entitled to enforce" — a status that…
Receivables and the Sale of Accounts (UCC Article 9)
UCC §§ 9-102(a)(2), 9-109(a)(3), 9-406Receivables are rights to be paid. Under UCC Article 9, many kinds of receivables are "accounts," and Article 9 governs both loans…
Securities and Securitization
15 U.S.C. § 77b(a)(1); SEC v. W.J. Howey Co., 328 U.S. 293 (1946)Securitization pools loans or receivables and sells interests in the pool to investors. Those interests are securities regulated by federal and state…
Overview
How commercial law works in the United States
Most commercial law in the United States is state law. However, it looks similar from state to state because of the Uniform Commercial Code.
The UCC is a model law. The Uniform Law Commission and the American Law Institute wrote it, and every state then enacted it into its own statutes. As a result, a section like § 3-301 or § 9-406 has a matching section in each state’s code, sometimes with local changes.
Our guides follow the articles that matter most. For example, Article 3 covers notes and other negotiable instruments, and Article 9 covers security interests and the sale of receivables. You can read the official model text of the Uniform Commercial Code online. Then check your own state’s enacted version.
Finally, commercial disputes turn on details. For your own matter, talk to a licensed attorney.
Lawtopolis provides legal information and education, not legal advice. Using this site does not create an attorney-client relationship. Laws and court rules vary by jurisdiction and change over time; verify every authority against the official source and consult a licensed attorney in your jurisdiction about your situation.