Rules for Determining Whether Certain Obligations and Interests Are Securities or Financial Assets

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  2. Georgia Code
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  5. Short Title and General Matters
  6. Rules for Determining Whether Certain Obligations and Interests Are Securities or Financial Assets

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  1. A share or similar equity interest issued by a corporation, business trust, joint stock company, or similar entity is a security.
  2. An "investment company security" is a security. "Investment company security" means a share or similar equity interest issued by an entity that is registered as an investment company under the federal investment company laws, an interest in a unit investment trust that is so registered, or a face-amount certificate issued by a face-amount certificate company that is so registered. Investment company security does not include an insurance policy or endowment policy or annuity contract issued by an insurance company.
  3. An interest in a partnership or limited liability company is not a security unless it is dealt in or traded on securities exchanges or in securities markets, its terms expressly provide that it is a security governed by this article, or it is an investment company security. However, an interest in a partnership or limited liability company is a financial asset if it is held in a securities account.
  4. A writing that is a security certificate is governed by this article and not by Article 3 of this title, even though it also meets the requirements of that article. However, a negotiable instrument governed by Article 3 of this title is a financial asset if it is held in a securities account.
  5. An option or similar obligation issued by a clearing corporation to its participants is not a security, but is a financial asset.
  6. A commodity contract, as defined in subsection (a) of Code Section 11-9-102, is not a security or a financial asset.
  7. A document of title is not a financial asset unless subparagraph (a)(9)(iii) of Code Section 11-8-102 applies.

(Code 1981, §11-8-103, enacted by Ga. L. 1998, p. 1323, § 1; Ga. L. 2001, p. 362, § 17; Ga. L. 2010, p. 481, § 2-18/HB 451.)

The 2001 amendment, effective July 1, 2001, substituted "subsection (a) of Code Section 11-9-102" for "Code Section 11-9-115" in subsection (f).

The 2010 amendment, effective May 27, 2010, added subsection (g). See the Editor's notes for applicability.

Editor's notes.

- Ga. L. 2010, p. 481, § 3-1, not codified by the General Assembly, provides that: "This Act applies to a document of title that is issued or a bailment that arises on or after the effective date of this Act. This Act does not apply to a document of title that is issued or a bailment that arises before the effective date of this Act even if the document of title or bailment would be subject to this Act if the document of title had been issued or bailment had arisen on or after the effective date of this Act. This Act does not apply to a right of action that has accrued before the effective date of this Act." This Act became effective May 27, 2010.

Ga. L. 2010, p. 481, § 3-2, not codified by the General Assembly, provides that: "A document of title issued or a bailment that arises before the effective date of this Act and the rights, documents, and interests flowing from that document or bailment are governed by any statute or other rule amended or repealed by this Act as if such amendment or repeal had not occurred and may be terminated, completed, consummated, or enforced under that statute or other rule." This Act became effective May 27, 2010.

RESEARCH REFERENCES

U.L.A.

- Uniform Commercial Code (U.L.A.) § 8-103.

ALR.

- Constructive notice to purchaser or pledgee of stock of corporation's lien thereon, 33 A.L.R. 1272.

Priority as between lien of corporation and rights of pledgee or bona fide purchaser of corporate stock, 81 A.L.R. 989.


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