\n(a) In this Article:\n(1) 'Adverse claim' means a claim that a claimant has a property interest in a financial asset and that it is a violation of the rights of the claimant for another person to hold, transfer, or deal with the financial asset.\n(2) 'Bearer form', as applied to a certificated security, means a form in which the security is payable to the bearer of the security certificate according to its terms but not by reason of an indorsement.\n(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.\n(4) 'Certificated security' means a security that is represented by a certificate.\n(5) 'Clearing corporation' means:\n(i) A person that is registered as a 'clearing agency' under the federal securities laws;\n(ii) A federal reserve bank; or\n(iii) Any other person that provides clearance or settlement services with respect to financial assets that would require it to register as a clearing agency under the federal securities laws but for an exclusion or exemption from the registration requirement, if its activities as a clearing corporation, including promulgation egister as a clearing agency under the federal securities laws but for an exclusion or exemption from the registration requirement, if its activities as a clearing corporation, including promulgation of rules, are subject to regulation by a federal or state governmental authority.\n(6) 'Communicate' means to:\n(i) Send a signed writing; or\n(ii) Transmit information by any mechanism agreed upon by the persons transmitting and receiving the information.\n(7) 'Entitlement holder' means a person identified in the records of a securities intermediary as the person having a security entitlement against the securities intermediary. 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.\n(8) 'Entitlement order' means a notification communicated to a securities intermediary directing transfer or redemption of a financial asset to which the entitlement holder has a security entitlement.\n(9) 'Financial asset', except as otherwise provided in G.S. 25-8-103, means:\n(i) A security;\n(ii) An obligation of a person or a share, participation, or other interest in a person or in property or an enterprise of a person, which is, wise provided in G.S. 25-8-103, means:\n(i) A security;\n(ii) An obligation of a person or a share, participation, or other interest in a person or in property or an enterprise of a person, which is, or is of a type, dealt in or traded on financial markets, or which is recognized in any area in which it is issued or dealt in as a medium for investment; or\n(iii) Any property that is held by a securities intermediary for another person in a securities account if the securities intermediary has expressly agreed with the other person that the property is to be treated as a financial asset under this Article.\nAs context requires, the term means either the interest itself or the means by which a person's claim to it is evidenced, including a certificated or uncertificated security, a security certificate, or a security entitlement.\n(10) Repealed by Session Laws 2006-112, s. 20, effective October 1, 2006.\n(11) 'Indorsement' means a signature that alone or accompanied by other words is made on a security certificate in registered form or on a separate document for the purpose of assigning, transferring, or redeeming the security or granting a power to assign, transfer, or redeem is made on a security certificate in registered form or on a separate document for the purpose of assigning, transferring, or redeeming the security or granting a power to assign, transfer, or redeem it.\n(12) 'Instruction' means a notification communicated to the issuer of an uncertificated security which directs that the transfer of the security be registered or that the security be redeemed.\n(13) 'Registered form', as applied to a certificated security, means a form in which:\n(i) The security certificate specifies a person entitled to the security; and\n(ii) A transfer of the security may be registered upon books maintained for that purpose by or on behalf of the issuer, or the security certificate so states.\n(14) 'Securities intermediary' means:\n(i) A clearing corporation; or\n(ii) A person, including a bank or broker, that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity.\n(15) 'Security', except as otherwise provided in G.S. 25-8-103, means an obligation of an issuer or a share, participation, or other interest in an issuer or in property or an enterprise of an issuer:\n(i) Which is represented by a security ided in G.S. 25-8-103, means an obligation of an issuer or a share, participation, or other interest in an issuer or in property or an enterprise of an issuer:\n(i) Which is represented by a security certificate in bearer or registered form, or the transfer of which may be registered upon books maintained for that purpose by or on behalf of the issuer;\n(ii) Which is one of a class or series or by its terms is divisible into a class or series of shares, participations, interests, or obligations; and\n(iii) Which:\n(A) Is, or is of a type, dealt in or traded on securities exchanges or securities markets; or\n(B) Is a medium for investment and by its terms expressly provides that it is a security governed by this Article.\n(16) 'Security certificate' means a certificate representing a security.\n(17) 'Security entitlement' means the rights and property interest of an entitlement holder with respect to a financial asset specified in Part 5 of this Article.\n(18) 'Uncertificated security' means a security that is not represented by a certificate.\n(b) Other definitions applying to this Article and the sections in which they appear are:\n'Appropriate person' G.S. certificated security' means a security that is not represented by a certificate.\n(b) Other definitions applying to this Article and the sections in which they appear are:\n'Appropriate person' G.S. 25-8-107.\n'Control' G.S. 25-8-106.\n'Delivery' G.S. 25-8-301.\n'Investment company security' G.S. 25-8-103.\n'Issuer' G.S. 25-8-201.\n'Overissue' G.S. 25-8-210.\n'Protected purchaser' G.S. 25-8-303.\n'Securities account' G.S. 25-8-501.\n(c) In addition, Article 1 of this Chapter contains general definitions and principles of construction and interpretation applicable throughout this Article.\n(d) The characterization of a person, business, or transaction for purposes of this Article does not determine the characterization of the person, business, or transaction 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.)
North Carolina Legal Code