§ 25-8-102. Definitions.
§ 25‑8‑102. Definitions.
(a) In this Article:
(1) "Adverseclaim" means a claim that a claimant has a property interest in afinancial asset and that it is a violation of the rights of the claimant foranother person to hold, transfer, or deal with the financial asset.
(2) "Bearerform", as applied to a certificated security, means a form in which thesecurity is payable to the bearer of the security certificate according to itsterms but not by reason of an indorsement.
(3) "Broker"means a person defined as a broker or dealer under the federal securities laws,but without excluding a bank acting in that capacity.
(4) "Certificatedsecurity" means a security that is represented by a certificate.
(5) "Clearingcorporation" means:
(i) A person that isregistered as a "clearing agency" under the federal securities laws;
(ii) A federal reservebank; or
(iii) Any other personthat provides clearance or settlement services with respect to financial assetsthat would require it to register as a clearing agency under the federalsecurities laws but for an exclusion or exemption from the registrationrequirement, if its activities as a clearing corporation, includingpromulgation of rules, are subject to regulation by a federal or stategovernmental authority.
(6) "Communicate"means to:
(i) Send a signedwriting; or
(ii) Transmitinformation by any mechanism agreed upon by the persons transmitting andreceiving the information.
(7) "Entitlementholder" means a person identified in the records of a securities intermediaryas the person having a security entitlement against the securitiesintermediary. If a person acquires a security entitlement by virtue of G.S. 25‑8‑501(b)(2)or(3), that person is the entitlement holder.
(8) "Entitlementorder" means a notification communicated to a securities intermediarydirecting transfer or redemption of a financial asset to which the entitlementholder has a security entitlement.
(9) "Financialasset", except as otherwise provided in G.S. 25‑8‑103, means:
(i) A security;
(ii) An obligation of aperson or a share, participation, or other interest in a person or in propertyor an enterprise of a person, which is, or is of a type, dealt in or traded onfinancial markets, or which is recognized in any area in which it is issued ordealt in as a medium for investment; or
(iii) Any property thatis held by a securities intermediary for another person in a securities accountif the securities intermediary has expressly agreed with the other person thatthe property is to be treated as a financial asset under this Article.
Ascontext requires, the term means either the interest itself or the means bywhich a person's claim to it is evidenced, including a certificated oruncertificated security, a security certificate, or a security entitlement.
(10) Repealed by SessionLaws 2006‑112, s. 20, effective October 1, 2006.
(11) "Indorsement"means a signature that alone or accompanied by other words is made on asecurity certificate in registered form or on a separate document for thepurpose of assigning, transferring, or redeeming the security or granting apower to assign, transfer, or redeem it.
(12) "Instruction"means a notification communicated to the issuer of an uncertificated securitywhich directs that the transfer of the security be registered or that thesecurity be redeemed.
(13) "Registeredform", as applied to a certificated security, means a form in which:
(i) The securitycertificate specifies a person entitled to the security; and
(ii) A transfer of thesecurity may be registered upon books maintained for that purpose by or onbehalf of the issuer, or the security certificate so states.
(14) "Securitiesintermediary" means:
(i) A clearingcorporation; or
(ii) A person, includinga bank or broker, that in the ordinary course of its business maintainssecurities accounts for others and is acting in that capacity.
(15) "Security",except as otherwise provided in G.S. 25‑8‑103, means an obligationof an issuer or a share, participation, or other interest in an issuer or inproperty or an enterprise of an issuer:
(i) Which isrepresented by a security certificate in bearer or registered form, or thetransfer of which may be registered upon books maintained for that purpose byor on behalf of the issuer;
(ii) Which is one of aclass or series or by its terms is divisible into a class or series of shares,participations, interests, or obligations; and
(iii) Which:
(A) Is, or is of a type,dealt in or traded on securities exchanges or securities markets; or
(B) Is a medium forinvestment and by its terms expressly provides that it is a security governedby this Article.
(16) "Securitycertificate" means a certificate representing a security.
(17) "Securityentitlement" means the rights and property interest of an entitlementholder with respect to a financial asset specified in Part 5 of this Article.
(18) "Uncertificatedsecurity" means a security that is not represented by a certificate.
(b) Other definitionsapplying to this Article and the sections in which they appear are:
"Appropriateperson" G.S. 25‑8‑107.
"Control" G.S.25‑8‑106.
"Delivery" G.S.25‑8‑301.
"Investmentcompany security" G.S. 25‑8‑103.
"Issuer" G.S.25‑8‑201.
"Overissue" G.S.25‑8‑210.
"Protectedpurchaser" G.S. 25‑8‑303.
"Securitiesaccount" G.S. 25‑8‑501.
(c) In addition, Article1 of this Chapter contains general definitions and principles of constructionand interpretation applicable throughout this Article.
(d) Thecharacterization of a person, business, or transaction for purposes of thisArticle does not determine the characterization of the person, business, ortransaction for purposes of any other law, regulation, or rule. (1965, c. 700, s. 1; 1973, c.497, s. 3; 1989, c. 588, s. 1; 1989 (Reg. Sess., 1990), c. 1024, s. 9(a); 1997‑181,s. 1; 2006‑112, s. 20.)