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§12A-9-103.1.
§12A-9-103.1.
Perfection of Security Interests in Multiple State Transactions.
(1) Documents, Instruments, Letters of Credit, and Ordinary Goods.
(a) This subsection applies to documents, instruments, rights to
proceeds of written letters of credit, and to goods other than those
covered by a certificate of title described in subsection (2) of this
section, mobile goods described in subsection (3) of this section, and
minerals described in subsection (5) of this section.
(b) Except as otherwise provided in this subsection, perfection and
the effect of perfection or nonperfection of a security interest in
collateral are governed by the law of the jurisdiction where the
collateral is when the last event occurs on which is based the
assertion that the security interest is perfected or unperfected.
(c) If the parties to a transaction creating a purchase money security
interest in goods in one jurisdiction understand at the time that the
security interest attaches that the goods will be kept in another
jurisdiction, then the law of the other jurisdiction governs the
perfection and the effect of perfection or nonperfection of the
security interest from the time it attaches until thirty (30) days
after the debtor receives possession of the goods and thereafter if
the goods are taken to the other jurisdiction before the end of the
thirty-day period.
(d) When collateral is brought into and kept in this state while
subject to a security interest perfected under the law of the
jurisdiction from which the collateral was removed, the security
interest remains perfected; but if action is required by Part 3 of
this article to perfect the security interest:
(i) if the action is not taken before the expiration of the period of
perfection in the other jurisdiction or the end of four (4) months
after the collateral is brought into this state, whichever period
first expires, the security interest becomes unperfected at the end of
that period and is thereafter deemed to have been unperfected as
against a person who became a purchaser after removal, or
(ii) if the action is taken before the expiration of the period
specified in subparagraph (i), the security interest continues
perfected thereafter.
(2) Certificate of Title.
(a) This subsection applies to goods covered by a certificate of title
issued under a statute of this state or of another jurisdiction under
the law of which indication or delivery for indication of a security
interest on the certificate is required as a condition of perfection.
(b) Except as otherwise provided in this subsection, perfection and
the effect of perfection or nonperfection of the security interest are
governed by the law, including the conflict of laws rules, of the
jurisdiction issuing the certificate until four (4) months after the
goods are removed from that jurisdiction and thereafter until the
goods are registered in another jurisdiction, but in any event not
beyond surrender of the certificate. After the expiration of that
period, the goods are not covered by the certificate of title within
the meaning of this section.
(c) Except with respect to the rights of a buyer described in the next
paragraph, a security interest, perfected in another jurisdiction
otherwise than by notation on a certificate of title, in goods brought
into this state and thereafter covered by a certificate of title
issued by this state is subject to the rules stated in paragraph (d)
of subsection (1) of this section.
(d) If goods are brought into this state while a security interest
therein is perfected in any manner under the law of the jurisdiction
from which the goods are removed, and a certificate of title is issued
by this state and the certificate does not show that the goods are
subject to the security interest or that they may be subject to
security interests not shown on the certificate, the security interest
is subordinate to the rights of a buyer of the goods who is not in the
business of selling goods of that kind to the extent that he gives
value and receives delivery of the goods after issuance of the
certificate and without knowledge of the security interest.
(3) Accounts, General Intangibles and Mobile Goods.
(a) This subsection applies to accounts, other than an account
described in subsection (5) of this section on minerals, and general
intangibles, other than uncertificated securities, and to goods which
are mobile and which are of a type normally used in more than one
jurisdiction, such as motor vehicles, trailers, rolling stock,
airplanes, shipping containers, road building and construction
machinery and commercial harvesting machinery and the like, if the
goods are equipment or are inventory leased or held for lease by the
debtor to others and are not covered by a certificate of title
described in subsection (2) of this section.
(b) The law, including the conflict of laws rules, of the jurisdiction
in which the debtor is located governs the perfection and the effect
of perfection or nonperfection of the security interest.
(c) If, however, the debtor is located in a jurisdiction which is not
a part of the United States and which does not provide for perfection
of the security interest by filing or recording in that jurisdiction,
the law of the jurisdiction in the United States in which the debtor
has its major executive office in the United States governs the
perfection and the effect of perfection or nonperfection of the
security interest through filing. In the alternative, if the debtor is
located in a jurisdiction which is not a part of the United States or
Canada and the collateral is accounts or general intangibles for money
due or to become due, the security interest may be perfected by
notification to the account debtor. As used in this paragraph, "United
States" includes its territories and possessions and the Commonwealth
of Puerto Rico.
(d) A debtor shall be deemed located at his place of business if he
has one, at his chief executive office if he has more than one place
of business; otherwise, at his residence. If, however, the debtor is a
foreign air carrier under the Federal Aviation Act of 1958, as
amended, it shall be deemed located at the designated office of the
agent upon whom service of process may be made on behalf of the
foreign air carrier.
(e) A security interest perfected under the law of the jurisdiction of
the location of the debtor is perfected until the expiration of four
(4) months after a change of the debtor's location to another
jurisdiction or until perfection would have ceased by the law of the
first jurisdiction whichever period first expires. Unless perfected in
the new jurisdiction before the end of that period, it becomes
unperfected thereafter and is deemed to have been unperfected as
against a person who became a purchaser after the change.
(4) Chattel Paper.
The rules stated for goods in subsection (1) of this section apply to
a possessory security interest in chattel paper. The rules stated for
accounts in subsection (3) of this section apply to a nonpossessory
security interest in chattel paper, but the security interest may not
be perfected by notification to the account debtor.
(5) Minerals.
Perfection and the effect of perfection or nonperfection of a security
interest which is created by a debtor who has an interest in minerals
or the like, including oil and gas, before extraction and which
attaches thereto as extracted, or which attaches to an account
resulting from the sale thereof at the wellhead or minehead are
governed by the law, including the conflict of laws rules, of the
jurisdiction wherein the wellhead or minehead is located.
(6) Investment Property.
(a) This subsection applies to investment property.
(b) Except as otherwise provided in paragraph (f) of this subsection,
during the time that a security certificate is located in a
jurisdiction, perfection of a security interest, the effect of
perfection or nonperfection, and the priority of a security interest
in the certificated security represented thereby are governed by the
local law of that jurisdiction.
(c) Except as otherwise provided in paragraph (f) of this subsection,
perfection of a security interest, the effect of perfection or
nonperfection, and the priority of a security interest in an
uncertificated security are governed by the local law of the issuer's
jurisdiction as specified in subsection (d) of Section 8-110 of this
title.
(d) Except as otherwise provided in paragraph (f) of this subsection,
perfection of a security interest, the effect of perfection or
nonperfection, and the priority of a security interest in a security
entitlement or securities account are governed by the local law of the
securities intermediary's jurisdiction as specified in subsection (e)
of Section 8-110 of this title.
(e) Except as otherwise provided in paragraph (f) of this subsection,
perfection of a security interest, the effect of perfection or
nonperfection, and the priority of a security interest in a commodity
contract or commodity account are governed by the local law of the
commodity intermediary's jurisdiction. The following rules determine a
"commodity intermediary's jurisdiction" for purposes of this
paragraph:
(i) If an agreement between the commodity intermediary and commodity
customer specifies that it is governed by the law of a particular
jurisdiction, that jurisdiction is the commodity intermediary's
jurisdiction.
(ii) If an agreement between the commodity intermediary and commodity
customer does not specify the governing law as provided in
subparagraph (i) of this paragraph, but expressly specifies that the
commodity account is maintained at an office in a particular
jurisdiction, that jurisdiction is the commodity intermediary's
jurisdiction.
(iii) If an agreement between the commodity intermediary and commodity
customer does not specify a jurisdiction as provided in subparagraph
(i) or (ii) of this paragraph, the commodity intermediary's
jurisdiction is the jurisdiction in which is located the office
identified in an account statement as the office serving the commodity
customer's account.
(iv) If an agreement between the commodity intermediary and commodity
customer does not specify a jurisdiction as provided in subparagraph
(i) or (ii) of this paragraph and an account statement does not
identify an office serving the commodity customer's account as
provided in subparagraph (iii) of this paragraph, the commodity
intermediary's jurisdiction is the jurisdiction in which is located
the chief executive office of the commodity intermediary.
(f) Perfection of a security interest by filing, automatic perfection
of a security interest in investment property granted by a broker or
securities intermediary, and automatic perfection of a security
interest in a commodity contract or commodity account granted by a
commodity intermediary are governed by the local law of the
jurisdiction in which the debtor is located. Paragraphs (c), (d) and
(e) of subsection (3) of this section apply to security interests to
which this paragraph applies.
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