Rules for determining whether certain obligations and interests are securities or financial assets

Checkout our iOS App for a better way to browser and research.

  • (a) A share or similar equity interest issued by a corporation, business trust, joint stock company or similar entity is a security.

  • (b) 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.

  • (c) 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.

  • (d) A writing that is a security certificate is governed by this Article and not by Article 3, even though it also meets the requirements of that Article. However, a negotiable instrument governed by Article 3 is a financial asset if it is held in a securities account.

  • (e) An option or similar obligation issued by a clearing corporation to its participants is not a security, but is a financial asset.

  • (f) A commodity contract, as defined in § 9–102(a)(15), is not a security or a financial asset.


Download our app to see the most-to-date content.