Article 11. Effective Date and Transition Provisions
TITLE 6
Commerce and Trade
SUBTITLE I
Uniform Commercial Code
ARTICLE 11. EFFECTIVE DATE AND TRANSITION PROVISIONS
§ 11-101. Effective date and definitions.
(1) This Act shall become effective on January 1, 1984.
(2) As used in this Article, unless the context otherwise requires:
(a) "Prior Uniform Commercial Code" means the Uniform Commercial Code as in effect prior to the effective date of this Act.
(b) "Revised Uniform Commercial Code" means the Uniform Commercial Code as amended by this Act.
64 Del. Laws, c. 152, § 8.;
§ 11-102. Preservation of old transition provision.
Article 10 shall continue to apply to the Revised Uniform Commercial Code and for this purpose the Prior Uniform Commercial Code and the Revised Uniform Commercial Code shall be considered 1 continuous statute.
64 Del. Laws, c. 152, § 8.;
§ 11-103. Transition -- General rule.
Transactions validly entered into after June 30, 1967, and before January 1, 1984, and which were subject to the Prior Uniform Commercial Code and which would be subject to the Revised Uniform Commercial Code if they had been entered into after this Act takes effect, and the rights, duties and interests flowing from such transactions, remain valid after this Act takes effect and may be terminated, completed, consummated and enforced as required or permitted by the Revised Uniform Commercial Code. Security interests arising out of such transactions which are perfected when this Act becomes effective shall remain perfected until they lapse as provided in the Revised Uniform Commercial Code, and may be continued as permitted by the Revised Uniform Commercial Code, except as stated in Section 11-105.
64 Del. Laws, c. 152, § 8.;
§ 11-104. Transition provision on change of requirement of filing.
A security interest for the perfection of which filing or the taking of possession was required under the Prior Uniform Commercial Code and which attached prior to the effective date of this Act but was not perfected shall be deemed perfected on the effective date of this Act if the Revised Uniform Commercial Code permits perfection without filing or authorizes filing in the office or offices where a prior ineffective filing was made, provided all steps required for perfection under the Revised Uniform Commercial Code have been taken.
64 Del. Laws, c. 152, § 8.;
§ 11-105. Transition provision on change of place of filing.
(1) A financing statement or continuation statement filed prior to January 1, 1984, which shall not have lapsed prior to January 1, 1984, shall remain effective for the period provided in the Prior Uniform Commercial Code, but not less than 5 years after the filing.
(2) With respect to any collateral acquired by the debtor subsequent to this Act becoming effective, any effective financing statement or continuation statement described in this section shall apply only if the filing or filings are in the office or offices that would be appropriate to perfect the security interests in the new collateral under the Revised Uniform Commercial Code.
(3) The effectiveness of any financing statement or continuation statement filed prior to January 1, 1984, may be continued by a continuation statement as permitted by the Revised Uniform Commercial Code, except that:
(a) If the Revised Uniform Commercial Code requires a filing in an office where there was no previous financing statement, a new financing statement conforming to Section 11-106 shall be filed in that office; and
(b) If the financing statement or continuation statement relates to a security interest that cannot be perfected by filing under the Revised Uniform Commercial Code, this subsection shall be inapplicable.
(4) If the recording of a mortgage of real estate would have been effective as a fixture filing of goods described therein if the Revised Uniform Commercial Code had been in effect on the date of recording the mortgage, the recorded mortgage shall be deemed effective as a fixture filing as to such goods under subsection (6) of Section 9-402 of the Revised Uniform Commercial Code on the effective date of this Act.
64 Del. Laws, c. 152, § 8.;
§ 11-106. Required refilings.
(1) If a security interest is perfected or has priority when this Act takes effect as to all persons or as to certain persons without any filing or recording, and if the filing of a financing statement would be required for the perfection or priority of the security interest against those persons under the Revised Uniform Commercial Code, the perfection and priority rights of the security interest continue until 3 years after this Act takes effect. The perfection will then lapse unless a financing statement is filed as provided in subsection (4) or unless the security interest is perfected otherwise than by filing.
(2) If a security interest is perfected when this Act takes effect under a law other than the Uniform Commercial Code which requires no further filing, refiling or recording to continue its perfection, perfection continues until and will lapse 3 years after this Act takes effect, unless a financing statement is filed as provided in subsection (4), unless the security interest is perfected otherwise than by filing, or unless under subsection (3) of Section 9-302 the other law continues to govern filing.
(3) If a security interest is perfected by a filing, refiling or recording under a law repealed by this Act (other than any part of the Prior Uniform Commercial Code) which required further filing, refiling or recording to continue its perfection, perfection continues and will lapse on the date provided by the law so repealed for such further filing, refiling or recording unless before such date a financing statement is filed as provided in subsection (4) or unless before such date the security interest is perfected otherwise than by filing.
(4) A financing statement may be filed within 6 months before the perfection of a security interest would otherwise lapse. Any such financing statement may be signed by either the debtor or the secured party. It must identify the security agreement, statement or notice (however denominated in any statute or other law repealed or modified by this Act), state the office where and the date when the last filing, refiling or recording, if any, was made with respect thereto, and the filing number, if any, or book and page, if any, of recording and further state that the security agreement, statement or notice, however denominated, in another filing office under the Uniform Commercial Code or under any statute or other law repealed or modified by this Act is still effective. Section 9-401 and Section 9-103 determine the proper place to file such a financing statement. Except as specified in this subsection, the provisions of Section 9-403(3) for continuation statements apply to such a financing statement.
64 Del. Laws, c. 152, § 8.;
§ 11-107. Transition provisions as to uncertificated securities.
(1) The persons shown on the books of the issuer as the holders of uncertificated securities outstanding when this Act becomes effective shall be deemed to be the registered owners thereof. Prior to the 90th day after this Act takes effect, the issuer of any uncertificated security outstanding when this Act 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(d)) 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 of the Revised Uniform Commercial Code.
(2) If a security interest in an uncertificated security outstanding prior to January 1, 1984, is perfected or has priority as to all persons or as to certain persons when this Act 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 the Revised Uniform Commercial Code, the perfection and priority rights of the security interest shall continue and shall lapse on the date provided by the Prior Uniform Commercial Code (whether or not a continuation statement is filed with respect to such security interest) unless the security interest is perfected in accordance with the Revised Uniform Commercial Code.
(3) If an issuer's lien or restriction on an uncertificated security outstanding prior to January 1, 1984, or a term of such a security is valid and effective against all persons or against certain persons when this Act 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 the Revised Uniform Commercial Code, 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 the Revised Uniform Commercial Code), or (ii) 3 years from the effective date of this Act. If an initial transaction statement is not sent to the registered owner of an uncertificated security outstanding when this Act takes effect within 3 years after this Act takes effect, 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 of the Revised Uniform Commercial Code.
64 Del. Laws, c. 152, § 8.;
§ 11-108. Transition provisions as to priorities.
Except as otherwise provided in this Article, the Prior Uniform Commercial Code shall apply to any questions of priority if the positions of the parties were fixed prior to January 1, 1984. In other cases questions of priority shall be determined by the Revised Uniform Commercial Code.
64 Del. Laws, c. 152, § 8.;
§ 11-109. Presumption that rule of law continues unchanged.
Unless a change in law has clearly been made, the Revised Uniform Commercial Code shall be deemed declaratory of the meaning of the Prior Uniform Commercial Code.
64 Del. Laws, c. 152, § 8.;