Chapter 080

Chapter 80 — Controllable Electronic Records

2025 EDITION

CONTROLLABLE ELECTRONIC RECORDS

COMMERCIAL TRANSACTIONS

80.1010 UCC 12.101. Title

80.1020 UCC 12.102. Definitions

80.1030 UCC 12.103. Relation to Article 9 and consumer laws

80.1040 UCC 12.104. Rights in controllable account, controllable electronic record and controllable payment intangible

80.1050 UCC 12.105. Control of controllable electronic record

80.1060 UCC 12.106. Discharge of account debtor on controllable account or controllable payment intangible

80.1070 UCC 12.107. Governing law

(Temporary provisions relating to transitional matters, applicability and effective dates of amendments to the Uniform Commercial Code are compiled as notes following ORS 80.1070)

80.010 [Renumbered 81.200 in 2025]

80.020 [Renumbered 81.203 in 2025]

80.100 [Formerly 79.6020; 2007 c.186 §13; renumbered 81.230 in 2025]

80.101 [2007 c.186 §20; renumbered 81.233 in 2025]

80.103 [Formerly 79.6025; renumbered 81.236 in 2025]

80.106 [Formerly 79.6030; 2007 c.186 §14; renumbered 81.239 in 2025]

80.109 [Formerly 79.6040; renumbered 81.242 in 2025]

80.112 [Formerly 79.6050; renumbered 81.245 in 2025]

80.115 [Formerly 79.6060; 2005 c.191 §1; 2007 c.186 §15; renumbered 81.248 in 2025]

80.118 [Formerly 79.6070; 2007 c.186 §16; renumbered 81.251 in 2025]

80.121 [Formerly 79.6080; renumbered 81.254 in 2025]

80.124 [Formerly 79.6090; renumbered 81.257 in 2025]

80.127 [Formerly 79.7000; renumbered 81.260 in 2025]

80.130 [Formerly 79.7010; renumbered 81.263 in 2025]

80.1010 UCC 12.101. Title. ORS 80.1010 to 80.1070 may be cited as Uniform Commercial Code–Controllable Electronic Records. [2025 c.33 §94]

80.1020 UCC 12.102. Definitions. (1) In ORS 80.1010 to 80.1070:

(a)(A) “Controllable electronic record” means a record stored in an electronic medium that can be subjected to control under ORS 80.1050.

(B) “Controllable electronic record” does not include a controllable account, a controllable payment intangible, a deposit account, an electronic copy of a record evidencing chattel paper, an electronic document of title, electronic money, investment property or a transferable record.

(b) “Qualifying purchaser” means a purchaser of a controllable electronic record or an interest in a controllable electronic record that obtains control of the controllable electronic record for value, in good faith and without notice of a claim of a property right in the controllable electronic record.

(A) Section 201(a)(1) of the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. 7021(a)(1), as in effect on January 1, 2026; or

(B) ORS 84.046.

(d) “Value” has the meaning given that term in ORS 73.0303, as if references in that section to an “instrument” were references to a controllable account, controllable electronic record or controllable payment intangible.

(2) The definitions in ORS chapter 79A of “account debtor,” “controllable account,” “controllable payment intangible,” “chattel paper,” “deposit account,” “electronic money” and “investment property” apply to ORS 80.1010 to 80.1070.

(3) ORS chapter 71 contains general definitions and principles of construction and interpretation applicable throughout ORS 80.1010 to 80.1070. [2025 c.33 §95]

80.1030 UCC 12.103. Relation to Article 9 and consumer laws. (1) If there is a conflict between ORS 80.1010 to 80.1070 and ORS chapter 79A, ORS chapter 79A governs.

(2) A transaction subject to ORS 80.1010 to 80.1070 is subject to any applicable rule of law that establishes a different rule for consumers. [2025 c.33 §96]

80.1040 UCC 12.104. Rights in controllable account, controllable electronic record and controllable payment intangible. (1) This section applies to the acquisition and purchase of rights in a controllable account or controllable payment intangible, including the rights and benefits under subsections (3), (4), (5) and (8) of this section of a purchaser and qualifying purchaser, in the same manner this section applies to a controllable electronic record.

(2) To determine whether a purchaser of a controllable account or controllable payment intangible is a qualifying purchaser, the purchaser obtains control of the account or payment intangible if it obtains control of the controllable electronic record that evidences the account or payment intangible.

(3) Except as provided in this section, law other than ORS 80.1010 to 80.1070 determines whether a person acquires a right in a controllable electronic record and the right the person acquires.

(4) A purchaser of a controllable electronic record acquires all rights in the controllable electronic record that the transferor had or had power to transfer, except that a purchaser of a limited interest in a controllable electronic record acquires rights only to the extent of the interest purchased.

(5) A qualifying purchaser acquires its rights in the controllable electronic record free of a claim of a property right in the controllable electronic record.

(6) Except as provided in subsections (1) and (5) of this section for a controllable account and a controllable payment intangible or law other than ORS 80.1010 to 80.1070, a qualifying purchaser takes a right to payment, right to performance or other interest in property evidenced by the controllable electronic record subject to a claim of a property right in the right to payment, right to performance or other interest in property.

(7) An action may not be asserted against a qualifying purchaser based on both a purchase by the qualifying purchaser of a controllable electronic record and a claim of a property right in another controllable electronic record, whether the action is framed in conversion, replevin, constructive trust, equitable lien or other theory.

(8) Filing of a financing statement under ORS chapter 79A is not notice of a claim of property right in a controllable electronic record. [2025 c.33 §97]

80.1050 UCC 12.105. Control of controllable electronic record. (1) A person has control of a controllable electronic record if the electronic record, a record attached to or logically associated with the electronic record or a system in which the electronic record is recorded:

(a) Gives the person:

(A) Power to avail itself of substantially all of the benefit from the electronic record; and

(B) Exclusive power, subject to subsection (2) of this section, to:

(i) Prevent others from availing themselves of substantially all of the benefit from the electronic record; and

(ii) Transfer control of the electronic record to another person or cause another person to obtain control of another controllable electronic record as a result of the transfer of the electronic record; and

(b) Enables the person readily to identify itself in any way, including by name, identifying number, cryptographic key, office or account number, as having the powers specified in paragraph (a) of this subsection.

(2) Subject to subsection (3) of this section, a power is exclusive under subsection (1)(a)(B) of this section even if:

(a) The controllable electronic record, a record attached to or logically associated with the electronic record or a system in which the electronic record is recorded limits the use of the electronic record or has a protocol programmed to cause a change, including a transfer or loss of control or a modification of benefits afforded by the electronic record; or

(b) The power is shared with another person.

(3) A power of a person is not shared with another person under subsection (2)(b) of this section and the person’s power is not exclusive if:

(a) The person can exercise the power only if the power also is exercised by the other person; and

(b) The other person:

(A) Can exercise the power without exercise of the power by the person; or

(B) Is the transferor to the person of an interest in the controllable electronic record or a controllable account or controllable payment intangible evidenced by the controllable electronic record.

(4) If a person has the powers specified in subsection (1)(a)(B) of this section, the powers are presumed to be exclusive.

(5) A person has control of a controllable electronic record if another person, other than the transferor to the person of an interest in the controllable electronic record or a controllable account or controllable payment intangible evidenced by the controllable electronic record:

(a) Has control of the electronic record and acknowledges that it has control on behalf of the person; or

(b) Obtains control of the electronic record after having acknowledged that it will obtain control of the electronic record on behalf of the person.

(6) A person that has control under this section is not required to acknowledge that it has control on behalf of another person.

(7) If a person acknowledges that it has or will obtain control on behalf of another person, unless the person otherwise agrees or law other than ORS 80.1010 to 80.1070 or ORS chapter 79A otherwise provides, the person does not owe any duty to the other person and is not required to confirm the acknowledgment to any other person. [2025 c.33 §98]

80.1060 UCC 12.106. Discharge of account debtor on controllable account or controllable payment intangible. (1) An account debtor on a controllable account or controllable payment intangible may discharge its obligation by paying:

(a) The person having control of the controllable electronic record that evidences the controllable account or controllable payment intangible; or

(b) Except as provided in subsection (2) of this section, a person that formerly had control of the controllable electronic record.

(2) Subject to subsection (4) of this section, the account debtor may not discharge its obligation by paying a person that formerly had control of the controllable electronic record if the account debtor receives a notification that:

(a) Is signed by a person that formerly had control or the person to which control was transferred;

(b) Reasonably identifies the controllable account or controllable payment intangible;

(c) Notifies the account debtor that control of the controllable electronic record that evidences the controllable account or controllable payment intangible was transferred;

(d) Identifies the transferee in any reasonable way, including by name, identifying number, cryptographic key, office or account number; and

(e) Provides a commercially reasonable method by which the account debtor is to pay the transferee.

(3) After receipt of a notification that complies with subsection (2) of this section, the account debtor may discharge its obligation by paying in accordance with the notification and may not discharge the obligation by paying a person that formerly had control.

(4) Subject to subsection (8) of this section, notification is ineffective under subsection (2) of this section:

(a) Unless, before the notification is sent, the account debtor and the person that, at that time, had control of the controllable electronic record that evidences the controllable account or controllable payment intangible agree in a signed record to a commercially reasonable method by which a person may furnish reasonable proof that control has been transferred;

(b) To the extent an agreement between the account debtor and seller of a payment intangible limits the account debtor’s duty to pay a person other than the seller and the limitation is effective under law other than ORS 80.1010 to 80.1070; or

(A) Divide a payment;

(B) Make less than the full amount of an installment or other periodic payment; or

(5) Subject to subsection (8) of this section, if requested by the account debtor, the person giving the notification under subsection (2) of this section seasonably shall furnish reasonable proof, using the method in the agreement referred to in subsection (4)(a) of this section, that control of the controllable electronic record has been transferred. Unless the person complies with the request, the account debtor may discharge its obligation by paying a person that formerly had control, even if the account debtor has received a notification under subsection (2) of this section.

(6) A person furnishes reasonable proof under subsection (5) of this section that control has been transferred if the person demonstrates, using the method in the agreement referred to in subsection (4)(a) of this section, that the transferee has the power to:

(a) Avail itself of substantially all the benefit from the controllable electronic record;

(b) Prevent others from availing themselves of substantially all the benefit from the controllable electronic record; and

(7) Subject to subsection (8) of this section, an account debtor may not waive or vary its rights under subsections (2)(a) and (5) of this section or its option under subsection (4)(c) of this section.

(8) This section is subject to law other than ORS 80.1010 to 80.1070 that establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family or household purposes. [2025 c.33 §99]

80.1070 UCC 12.107. Governing law. (1) Except as provided in subsection (2) of this section, the local law of a controllable electronic record’s jurisdiction governs a matter covered under ORS 80.1010 to 80.1070.

(2) For a controllable electronic record that evidences a controllable account or controllable payment intangible, the local law of the controllable electronic record’s jurisdiction governs a matter covered by ORS 80.1060 unless an effective agreement determines that the local law of another jurisdiction governs.

(3) The following rules determine a controllable electronic record’s jurisdiction under this section:

(a) If the controllable electronic record, or a record attached to or logically associated with the controllable electronic record and readily available for review, expressly provides that a particular jurisdiction is the controllable electronic record’s jurisdiction for purposes of ORS 80.1010 to 80.1070 or the Uniform Commercial Code, that jurisdiction is the controllable electronic record’s jurisdiction.

(b) If paragraph (a) of this subsection does not apply and the rules of the system in which the controllable electronic record is recorded are readily available for review and expressly provide that a particular jurisdiction is the controllable electronic record’s jurisdiction for purposes of ORS 80.1010 to 80.1070 or the Uniform Commercial Code, that jurisdiction is the controllable electronic record’s jurisdiction.

(c) If paragraphs (a) and (b) of this subsection do not apply and the controllable electronic record, or a record attached to or logically associated with the controllable electronic record and readily available for review, expressly provides that the controllable electronic record is governed by the law of a particular jurisdiction, that jurisdiction is the controllable electronic record’s jurisdiction.

(d) If paragraphs (a), (b) and (c) of this subsection do not apply and the rules of the system in which the controllable electronic record is recorded are readily available for review and expressly provide that the controllable electronic record or the system is governed by the law of a particular jurisdiction, that jurisdiction is the controllable electronic record’s jurisdiction.

(e) If paragraphs (a) to (d) of this subsection do not apply, the controllable electronic record’s jurisdiction is the District of Columbia.

(4) If subsection (3)(e) of this section applies and Article 12 of the Uniform Commercial Code is not in effect in the District of Columbia without material modification, the governing law for a matter covered by ORS 80.1010 to 80.1070 is the law of the District of Columbia as though Article 12 were in effect in the District of Columbia without material modification. In this subsection “Article 12” means Article 12 of the Uniform Commercial Code Amendments of 2022.

(5) To the extent that subsections (1) and (2) of this section provide that the local law of the controllable electronic record’s jurisdiction governs a matter covered by ORS 80.1010 to 80.1070, that law governs even if the matter or a transaction to which the matter relates does not bear any relation to the controllable electronic record’s jurisdiction.

(6) The rights acquired under ORS 80.1040 by a purchaser or qualifying purchaser are governed by the law applicable under this section at the time of purchase. [2025 c.33 §100]

(Temporary provisions relating to transitional matters, applicability and effective dates of amendments to the Uniform Commercial Code)

Note: Sections 108 to 115, chapter 33, Oregon Laws 2025, provide:

Sec. 108. (1) As used in sections 108 to 115 of this 2025 Act:

(a) “Adjustment date” means the date that is one year after the effective date of this 2025 Act [January 1, 2026].

(b) “Article 12 property” means a controllable account, controllable electronic record or controllable payment intangible.

(2) The following definitions in other chapters of the Uniform Commercial Code apply to sections 108 to 115 of this 2025 Act:

(a) “Controllable account”: ORS 79.0102 [renumbered 79A.1020].

(b) “Controllable electronic record”: section 95 of this 2025 Act [80.1020].

(d) “Electronic money”: ORS 79.0102 [renumbered 79A.1020].

(e) “Financing statement”: ORS 79.0102 [renumbered 79A.1020].

(3) ORS chapter 79 [renumbered ORS chapter 79A] contains general definitions and principles of construction applicable throughout sections 108 to 115 of this 2025 Act. [2025 c.33 §108]

Sec. 109. Except as provided in sections 108 to 115 of this 2025 Act, a transaction validly entered into before the effective date of this 2025 Act [January 1, 2026] and the rights, duties and interests flowing from the transaction remain valid thereafter and may be terminated, completed, consummated or enforced as required or permitted by law other than the Uniform Commercial Code or, if applicable, by the Uniform Commercial Code as though this 2025 Act had not taken effect. [2025 c.33 §109]

Sec. 110. (1) Except as provided in sections 108 to 115 of this 2025 Act [January 1, 2026], ORS chapter 79 [renumbered ORS chapter 79A] and sections 94 to 100 of this 2025 Act [80.1010 to 80.1070], apply to a transaction, lien or other interest in property even if the transaction, lien or interest was entered into, created or acquired before the effective date of this 2025 Act [January 1, 2026].

(2) Except as provided in subsection (3) of this section and sections 108 to 115 of this 2025 Act:

(a) A transaction, lien or interest in property that was validly entered into, created or transferred before the effective date of this 2025 Act and was not governed by the Uniform Commercial Code, but would be subject to ORS chapter 79 [renumbered ORS chapter 79A] and sections 94 to 100 of this 2025 Act if it had been entered into, created or transferred on or after the effective date of this 2025 Act, including the rights, duties and interests flowing from the transaction, lien or interest, remains valid on and after the effective date of this 2025 Act; and

(b) The transaction, lien or interest may be terminated, completed, consummated and enforced as required or permitted under this 2025 Act or by the law that would apply if this 2025 Act had not taken effect.

(3) This 2025 Act does not affect an action, case or proceeding commenced before the effective date of this 2025 Act. [2025 c.33 §110]

Sec. 111. (1) A security interest that is enforceable and perfected immediately before the effective date of this 2025 Act [January 1, 2026] is a perfected security interest under this 2025 Act if, on the effective date of this 2025 Act, the requirements for enforceability and perfection under this 2025 Act are satisfied without further action.

(2) If a security interest is enforceable and perfected immediately before the effective date of this 2025 Act but the requirements for enforceability and perfection under this 2025 Act are not satisfied on the effective date of this 2025 Act, the security interest:

(a) Is a perfected security interest until the earlier of the time perfection would have ceased under the law in effect immediately before the effective date of this 2025 Act or the adjustment date;

(b) Remains enforceable thereafter only if the security interest satisfies the requirements for enforceability under ORS 79.0203 [renumbered 79A.2030] before the adjustment date; and

(c) Remains perfected thereafter only if the requirements for perfection under this 2025 Act are satisfied before the time specified in paragraph (a) of this subsection. [2025 c.33 §111]

Sec. 112. A security interest that is enforceable immediately before the effective date of this 2025 Act [January 1, 2026] but is unperfected at that time:

(1) Remains an enforceable security interest until the adjustment date;

(2) Remains enforceable thereafter if the security interest becomes enforceable under ORS 79.0203 [renumbered 79A.2030] on the effective date of this 2025 Act or before the adjustment date; and

(3) Becomes perfected:

(a) Without further action on the effective date of this 2025 Act if the requirements for perfection under this 2025 Act are satisfied before, or at, that time; or

(b) When the requirements for perfection are satisfied if the requirements are satisfied after that time. [2025 c.33 §112]

Sec. 113. (1) If action, other than the filing of a financing statement, is taken before the effective date of this 2025 Act [January 1, 2026] and the action would have resulted in perfection of the security interest had the security interest become enforceable before the effective date of this 2025 Act, the action is effective to perfect a security interest that attaches under this 2025 Act before the adjustment date. An attached security interest becomes unperfected on the adjustment date unless the security interest becomes a perfected security interest under this 2025 Act before the adjustment date.

(2) The filing of a financing statement before the effective date of this 2025 Act is effective to perfect a security interest on the effective date of this 2025 Act to the extent that the filing would satisfy the requirements for perfection under this 2025 Act.

(3) The taking of an action before the effective date of this 2025 Act is sufficient for the enforceability of a security interest on the effective date of this 2025 Act if the action would satisfy the requirements for enforceability under this 2025 Act. [2025 c.33 §113]

Sec. 114. (1) Subject to subsections (2) and (3) of this section, this 2025 Act determines the priority of conflicting claims to collateral.

(2) Subject to subsection (3) of this section, if the priorities of claims to collateral were established before the effective date of this 2025 Act [January 1, 2026], ORS chapter 79, as in effect before the effective date of this 2025 Act, determines priority.

(3) On the adjustment date, to the extent the priorities determined by ORS chapter 79 [renumbered ORS chapter 79A] modify the priorities established before the effective date of this 2025 Act, the priority of claims to Article 12 property and electronic money established before the effective date of this 2025 Act cease to apply. [2025 c.33 §114]

Sec. 115. (1) Subject to subsections (2) and (3) of this section, sections 94 to 100 of this 2025 Act [80.1010 to 80.1070] determine the priority of conflicting claims to Article 12 property when the priority rules of ORS chapter 79 [renumbered ORS chapter 79A] do not apply.

(2) Subject to subsection (3) of this section, when the priority rules of ORS chapter 79 [renumbered ORS chapter 79A] do not apply and the priorities of claims to Article 12 property were established before the effective date of this 2025 Act [January 1, 2026], law other than sections 94 to 100 of this 2025 Act determines priority.

(3) When the priority rules of ORS chapter 79 [renumbered ORS chapter 79A] do not apply, to the extent the priorities determined by this 2025 Act modify the priorities established before the effective date of this 2025 Act, the priorities of claims to Article 12 property established before the effective date of this 2025 Act cease to apply on the adjustment date. [2025 c.33 §115]

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