On December 5, 2025, New York’s Governor Hochul signed Assembly Bill 3307/Senate Bill 1840, amending New York’s Uniform Commercial Code (UCC) law to address commercial transactions involving digital assets.
Key Takeaways:
- New York has enacted the 2022 UCC Amendments on Emerging Technologies, effective June 3, 2026.
- Changes include a new Article 12 on controllable electronic records and amendments to Article 9 on the perfection and priority of security interests in digital assets.
- These amendments directly impact how businesses and fintechs buy, sell, and secure digital assets, making it essential to understand the new compliance guidelines and protect transaction interests.
This legislation incorporates the 2022 Amendments to the UCC on Emerging Technologies adopted by the UCC’s sponsoring organizations – the Uniform Law Commission and American Law Institute. New York thereby joins the more than 30 states in adopting the 2022 UCC Amendments on Emerging Technologies. New York’s enactment is particularly significant because New York is one of the most important commercial and financial jurisdictions in the world.
How the UCC Amendments reshape digital asset transactions in New York
The amendments to New York’s UCC law are effective June 3, 2026. The amendments include, but are not limited to, the following:
- New Article 12 on controllable electronic records:
A new Article 12 is added to New York’s UCC law, which governs the ownership, transfer, and enforceability of rights in a subset of digital assets called “controllable electronic records” or CERs. A CER is a record of information in electronic form that is susceptible to control. - Controlled defined:
The concept of “control” is central to the amendments. For a person to have control of a CER the person must have:- The power to enjoy substantially all the benefits of the CER,
- The exclusive power to prevent others from enjoying substantially all the benefits of the CER, and
- The exclusive power to transfer control or to cause another person to obtain control of the CER.
- The person must also be able to identify itself to a third party as the person in control.
- Take free rule for digital asset purchasers:
Ensuring the negotiability of digital assets is also central to the amendments. Therefore, it’s provided that:- If a CER is purchased, the purchaser acquires an interest in all the rights in the CER the transferor had, or had the power to transfer.
- If the purchaser is a qualifying purchaser, the purchaser takes free of any property claim to the CER.
- A qualifying purchaser is a purchaser that obtains control of a CER for value, in good faith, and without notice of a property claim to the CER.
- Controllable accounts and controllable payment intangibles:
Two new kinds of digital assets are introduced:- Controllable account: An account evidenced by a CER where the person obligated on the account has agreed to pay the person in control of the CER.
- Controllable payment intangible: A payment intangible evidenced by a CER where the person obligated on the payment intangible has agreed to pay the person in control of the CER.
- Take free rule applies: If control of the CER is transferred, the controllable account or controllable payment intangible travels with the CER and the transferee benefits from the take-free rule that applies to the CER if the transferee is a qualifying purchaser.
- Perfection of security interests:
Under amended Article 9, a security interest in a CER, a controllable account, or a controllable payment intangible can be perfected in the following manner:- By filing a financing statement, or
- By control, as defined in Article 12.
- Priority of security interest:
A security interest in a CER, controllable account, or controllable payment intangible perfected by control has priority over a security interest perfected only by the filing of a financing statement – even if the financing statement was filed first. - Transition rules:
The amendments contain transition provisions designed to protect the expectations and priorities of parties to transactions entered into before the amendments’ effective date. There is an adjustment date of one year after the effective date (which would be June 3, 2027) during which the priority of security interests perfected under the pre-amendment version of the law is preserved. - Choice of law provisions:
Choice of law provisions allow the CER to expressly state the law and forum that applies to the transaction. If the CER doesn’t so state, default rules are included.
Key stakeholders impacted by New York’s updated UCC law
While we have focused mainly on the new Article 12 and amended Article 9, there are many more important changes made to New York’s UCC law, both in those two articles and in many of the other articles in New York’s UCC law. Those who should familiarize themselves with these important changes include:
- Businesses and individuals who buy, sell, or own digital assets.
- Lenders and borrowers where digital assets are already, or may be in the future, collateral for a loan.
- Investors and principals in fintech companies.
- Anyone else entering commercial transactions involving digital assets where the transaction is, or will be, subject to New York’s UCC law.
Learn more
If you have questions about New York’s UCC amendments or need guidance on how these changes may impact your business, please contact us for more information. Our team is here to help you navigate the evolving landscape of digital asset regulations.
Related resources:
UCC adds Article 12 and other amendments to address emerging technologies
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