The Vermont Statutes Online

Title 9A : Uniform Commercial Code

Article 009 : Secured Transactions

• § 9—105. Control of electronic copy of record evidencing chattel paper

  (a) A purchaser has control of an authoritative electronic copy of a record evidencing chattel paper if a system employed for evidencing the assignment of interests in the chattel paper reliably establishes the purchaser as the person to which the authoritative electronic copy was assigned.

  (b) A system satisfies subsection (a) of this section if the record or records evidencing the chattel paper are created, stored, and assigned in a manner that:

  (1) a single authoritative copy of the record or records exists which is unique, identifiable, and, except as otherwise provided in subdivisions (4), (5), and (6) of this subsection, unalterable;

  (2) the authoritative copy identifies the purchaser as the assignee of the record or records;

  (3) the authoritative copy is communicated to and maintained by the purchaser or its designated custodian;

  (4) copies or amendments that add or change an identified assignee of the authoritative copy can be made only with the consent of the purchaser;

  (5) each copy of the authoritative copy and any copy of a copy is readily identifiable as a copy that is not the authoritative copy; and

  (6) any amendment of the authoritative copy is readily identifiable as authorized or unauthorized.

  (c) A system satisfies subsection (a) of this section, and a purchaser has control of an authoritative electronic copy of a record evidencing chattel paper, if the electronic copy, a record attached to or logically associated with the electronic copy, or a system in which the electronic copy is recorded:

  (1) enables the purchaser readily to identify each electronic copy as either an authoritative copy or a nonauthoritative copy;

  (2) enables the purchaser readily to identify itself in any way, including by name, identifying number, cryptographic key, office, or account number, as the assignee of the authoritative electronic copy; and

  (3) gives the purchaser exclusive power, subject to subsection (d) of this section, to:

  (A) prevent others from adding or changing an identified assignee of the authoritative electronic copy; and

  (B) transfer control of the authoritative electronic copy.

  (d) Subject to subsection (e) of this section, a power is exclusive under subdivisions (c)(3)(A) and (B) of this section even if:

  (1) the authoritative electronic copy, a record attached to or logically associated with the authoritative electronic copy, or a system in which the authoritative electronic copy is recorded limits the use of the authoritative electronic copy or has a protocol programmed to cause a change, including a transfer or loss of control; or

  (2) the power is shared with another person.

  (e) A power of a purchaser is not shared with another person under subdivision (d)(2) of this section and the purchaser’s power is not exclusive if:

  (1) the purchaser 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 purchaser; or

  (B) is the transferor to the purchaser of an interest in the chattel paper.

  (f) If a purchaser has the powers specified in subdivisions (c)(3)(A) and (B) of this section, the powers are presumed to be exclusive.

  (g) A purchaser has control of an authoritative electronic copy of a record evidencing chattel paper if another person, other than the transferor to the purchaser of an interest in the chattel paper:

  (1) has control of the authoritative electronic copy and acknowledges that it has control on behalf of the purchaser; or

  (2) obtains control of the authoritative electronic copy after having acknowledged that it will obtain control of the electronic copy on behalf of the purchaser. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001; amended 2013, No. 157 (Adj. Sess.), § 1; 2025, No. 17, § 9, eff. July 1, 2025.)