SB 167 (2025), Chapter 33 — UCC 2022 amendments incl. controllable electronic records, enrolled (Part 1 of 2)
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83rd OREGON LEGISLATIVE ASSEMBLY--2025 Regular Session
Enrolled
Senate Bill 167
Printed pursuant to Senate Interim Rule 213.28 by order of the President of the Senate in conform-
ance with presession filing rules, indicating neither advocacy nor opposition on the part of the
President (at the request of Senate Interim Committee on Judiciary for Oregon State Bar)
CHAPTER .................................................
AN ACT
Relating to the Uniform Commercial Code; creating new provisions; and amending ORS 71.1010,
71.2010, 71.2040, 71.3010, 71.3060, 72.1020, 72.1030, 72.1060, 72.2010, 72.2020, 72.2030, 72.2050,
72.2090, 72A.1020, 72A.1030, 72A.1070, 72A.2010, 72A.2020, 72A.2030, 72A.2050, 72A.2080, 73.0104,
73.0105, 73.0401, 73.0604, 74A.1030, 74A.2010, 74A.2020, 74A.2030, 74A.2070, 74A.2080, 74A.2100,
74A.2110, 74A.3050, 75.1040, 75.1160, 77.1020, 77.1060, 78.1020, 78.1030, 78.1060, 78.1100, 78.3030,
79.0102, 79.0104, 79.0105, 79.0203, 79.0204, 79.0207, 79.0208, 79.0209, 79.0210, 79.0301, 79.0304,
79.0305, 79.0310, 79.0312, 79.0313, 79.0314, 79.0316, 79.0317, 79.0323, 79.0324, 79.0330, 79.0331,
79.0332, 79.0334, 79.0341, 79.0404, 79.0406, 79.0408, 79.0509, 79.0513, 79.0601, 79.0605, 79.0608,
79.0611, 79.0613, 79.0614, 79.0615, 79.0616, 79.0619, 79.0620, 79.0621, 79.0624, 79.0628, 87.142,
87.700, 95.270, 576.715, 576.780, 650.210, 801.465 and 830.700.
Be It Enacted by the People of the State of Oregon:
AMENDMENTS FROM UCC ARTICLE 1
TO ORS CHAPTER 71
SECTION 1. ORS 71.1010 is amended to read:
71.1010. (1) This chapter and ORS chapters 72, 72A, 73, 74, 74A, 75, 77, 78 and 79 and sections
94 to 100 of this 2025 Act may be cited as the Uniform Commercial Code.
(2) This chapter may be cited as Uniform Commercial Code-General Provisions.
SECTION 2. ORS 71.2010 is amended to read:
71.2010. (1) Unless the context otherwise requires, words or phrases defined in this section, or
in the additional definitions contained in other chapters of the Uniform Commercial Code that apply
to particular chapters or parts thereof, have the meanings stated.
(2) Subject to definitions contained in other chapters of the Uniform Commercial Code that ap-
ply to particular chapters or parts thereof:
(a) “Action” in the sense of a judicial proceeding includes recoupment, counterclaim, setoff, suit
in equity and any other proceedings in which rights are determined.
(b) “Aggrieved party” means a party entitled to pursue a remedy.
(c) “Agreement,” as distinguished from “contract,” means the bargain of the parties in fact as
found in their language or inferred from other circumstances including course of performance,
course of dealing or usage of trade as provided in ORS 71.3030.
Enrolled Senate Bill 167 (SB 167-INTRO) Page 1
(d) “Bank” means a person engaged in the business of banking and includes a savings bank,
savings and loan association, credit union and trust company.
(e) “Bearer” means a person in control of a negotiable electronic document of title or a person
in possession of a negotiable instrument, negotiable tangible document of title or certificated secu-
rity that is payable to bearer or indorsed in blank.
(f) “Bill of lading” means a document of title evidencing the receipt of goods for shipment issued
by a person engaged in the business of directly or indirectly transporting or forwarding goods. The
term does not include a warehouse receipt.
(g) “Branch” includes a separately incorporated foreign branch of a bank.
(h) “Burden of establishing” a fact means the burden of persuading the trier of fact that the
existence of the fact is more probable than its nonexistence.
(i) “Buyer in ordinary course of business” means a person that buys goods in good faith, without
knowledge that the sale violates the rights of another person in the goods, and in the ordinary
course from a person, other than a pawnbroker, in the business of selling goods of that kind. A
person buys goods in the ordinary course if the sale to the person comports with the usual or cus-
tomary practices in the kind of business in which the seller is engaged or with the seller’s own usual
or customary practices. A person that sells oil, gas or other minerals at the wellhead or minehead
is a person in the business of selling goods of that kind. A buyer in ordinary course of business may
buy for cash, by exchange of other property, or on secured or unsecured credit, and may acquire
goods or documents of title under a preexisting contract for sale. Only a buyer that takes possession
of the goods or has a right to recover the goods from the seller under ORS chapter 72 may be a
buyer in ordinary course of business. “Buyer in ordinary course of business” does not include a
person that acquires goods in a transfer in bulk or as security for or in total or partial satisfaction
of a money debt.
(j) “Conspicuous,” with reference to a term, means so written, displayed or presented that,
based on the totality of the circumstances, a reasonable person against which it is to operate
ought to have noticed it. Whether a term is “conspicuous” or not is a decision for the court. [Con-
spicuous terms include the following:]
[(A) A heading in capitals equal to or greater in size in than the surrounding text, or in con-
trasting type, font or color to the surrounding text of the same or lesser size; and]
[(B) Language in the body of a record or display in larger type than the surrounding text, or in
contrasting type, font or color to the surrounding text of the same size, or set off from the surrounding
text of the same size by symbols or other marks that call attention to the language.]
(k) “Consumer” means an individual who enters into a transaction primarily for personal, family
or household purposes.
(L) “Contract,” as distinguished from “agreement,” means the total legal obligation that results
from the parties’ agreement as determined by the Uniform Commercial Code as supplemented by any
other applicable laws.
(m) “Creditor” includes a general creditor, a secured creditor, a lien creditor and any repre-
sentative of creditors, including an assignee for the benefit of creditors, a trustee in bankruptcy, a
receiver in equity and an executor or administrator of an insolvent debtor’s or assignor’s estate.
(n) “Defendant” includes a person in the position of defendant in a counterclaim, cross claim
or third party claim.
(o) “Delivery,” with respect to an electronic document of title, means voluntary transfer of
control and, with respect to an instrument, a tangible document of title[,] or an authoritative
tangible copy of a record evidencing chattel paper, means voluntary transfer of possession.
(p)(A) “Document of title” means a record:
(i) That in the regular course of business or financing is treated as adequately evidencing that
the person in possession or control of the record is entitled to receive, control, hold and dispose of
the record and the goods the record covers; and
(ii) That purports to be issued by or addressed to a bailee and to cover goods in the bailee’s
possession that are either identified or are fungible portions of an identified mass.
Enrolled Senate Bill 167 (SB 167-INTRO) Page 2
(B) The term includes a bill of lading, transport document, dock warrant, dock receipt, ware-
house receipt and order for delivery of goods.
(C) “Electronic document of title” means a document of title evidenced by a record consisting
of information stored in an electronic medium.
(D) “Tangible document of title” means a document of title evidenced by a record consisting of
information that is inscribed on a tangible medium.
(q) “Electronic” means relating to technology having electrical, digital, magnetic,
wireless, optical, electromagnetic or similar capabilities.
[(q)] (r) “Fault” means default, breach or wrongful act or omission.
[(r)] (s) “Fungible goods” means:
(A) Goods of which any unit, by nature or usage of trade, is the equivalent of any other like
unit; or
(B) Goods that by agreement are treated as equivalent.
[(s)] (t) “Genuine” means free of forgery or counterfeiting.
[(t)] (u) “Good faith,” except as otherwise provided in ORS chapter 75, means honesty in fact
and the observance of reasonable commercial standards of fair dealing.
[(u)] (v) “Holder” means:
(A) The person in possession of a negotiable instrument that is payable either to bearer or to
an identified person that is the person in possession;
(B) The person in possession of a negotiable tangible document of title if the goods are deliv-
erable either to bearer or to the order of the person in possession; or
(C) The person in control, other than pursuant to ORS 77.1060 (7), of a negotiable electronic
document of title.
[(v)] (w) “Insolvency proceeding” includes an assignment for the benefit of creditors or other
proceeding intended to liquidate or rehabilitate the estate of the person involved.
[(w)] (x) “Insolvent” means:
(A) Having generally ceased to pay debts in the ordinary course of business other than as a
result of bona fide dispute;
(B) Being unable to pay debts as they become due; or
(C) Being insolvent within the meaning of federal bankruptcy law.
[(x)] (y) “Money” means a medium of exchange that is currently authorized or adopted by a
domestic or foreign government. The term includes a monetary unit of account established by an
intergovernmental organization or by agreement between two or more countries. The term does
not include an electronic record that is a medium of exchange recorded and transferable in
a system that existed and operated for the medium of exchange before the medium of ex-
change was authorized or adopted by the government.
[(y)] (z) “Organization” means a person other than an individual.
[(z)] (aa) “Party,” as distinguished from “third party,” means a person that has engaged in a
transaction or made an agreement subject to the Uniform Commercial Code.
[(aa)] (bb) “Person” means an individual, corporation, business trust, estate, trust, partnership,
limited liability company, association, joint venture, government, governmental subdivision, agency
or instrumentality[, public corporation] or any other legal or commercial entity. The term includes
a protected series, however denominated, of an entity if the protected series is established
under law other than the Uniform Commercial Code that limits, or limits if conditions
specified under the law are satisfied, the ability of a creditor of the entity or of any other
protected series of the entity to satisfy a claim from assets of the protected series.
[(bb)] (cc) “Present value” means the amount as of a date certain of one or more sums payable
in the future, discounted to the date certain by use of either an interest rate specified by the parties
if that rate is not manifestly unreasonable at the time the transaction is entered into or, if an in-
terest rate is not so specified, a commercially reasonable rate that takes into account the facts and
circumstances at the time the transaction is entered into.
Enrolled Senate Bill 167 (SB 167-INTRO) Page 3
[(cc)] (dd) “Purchase” means taking by sale, lease, discount, negotiation, mortgage, pledge, lien,
security interest, issue or reissue, gift or any other voluntary transaction creating an interest in
property.
[(dd)] (ee) “Purchaser” means a person that takes by purchase.
[(ee)] (ff) “Record” means information that is inscribed on a tangible medium or that is stored
in an electronic or other medium and is retrievable in perceivable form.
[(ff)] (gg) “Remedy” means any remedial right to which an aggrieved party is entitled with or
without resort to a tribunal.
[(gg)] (hh) “Representative” means a person empowered to act for another, including an agent,
an officer of a corporation or association and a trustee, executor, or administrator of an estate.
[(hh)] (ii) “Right” includes remedy.
[(ii)(A)] (jj)(A) “Security interest” means an interest in personal property or fixtures which se-
cures payment or performance of an obligation. “Security interest” includes any interest of a
consignor and a buyer of accounts, chattel paper, a payment intangible or a promissory note in a
transaction that is subject to ORS chapter 79.
(B) “Security interest” does not include the special property interest of a buyer of goods on
identification of such goods to a contract for sale under ORS 72.4010, but a buyer may also acquire
a “security interest” by complying with ORS chapter 79.
(C) Except as otherwise provided in ORS 72.5050, the right of a seller or lessor of goods under
ORS chapter 72 or 72A to retain or acquire possession of the goods is not a “security interest,” but
a seller or lessor may also acquire a “security interest” by complying with ORS chapter 79.
(D) The retention or reservation of title by a seller of goods notwithstanding shipment or de-
livery to the buyer under ORS 72.4010 is limited in effect to a reservation of a “security interest.”
(E) Whether a transaction in the form of a lease creates a security interest is determined pur-
suant to ORS 71.2030.
[(jj)] (kk) “Send,” in connection with a [writing,] record or [notice] notification, means:
(A) To deposit in the mail, [or] deliver for transmission or transmit by any other usual means
of communication, with postage or cost of transmission provided for, [and properly addressed and
in the case of an instrument to an address specified thereon or otherwise agreed, or if there be none]
addressed to any address reasonable under the circumstances; or
(B) [In any other way to cause to be received any record or notice within the time it would have
arrived if properly sent] To cause the record or notification to be received within the time it
would have been received if properly sent under subparagraph (A) of this paragraph.
[(kk)] (LL)(A) [“Signed” includes using any symbol executed or adopted with present intention to
adopt or accept a writing.] “Sign” means, with present intent to authenticate or adopt a record,
to:
(i) Execute or adopt a tangible symbol; or
(ii) Attach to or logically associate with the record an electronic symbol, sound or proc-
ess.
(B) “Signed,” “signing,” and “signature” have corresponding meanings.
[(LL)] (mm) “State” means a state of the United States, the District of Columbia, Puerto Rico,
the United States Virgin Islands or any territory or insular possession subject to the jurisdiction
of the United States.
[(mm)] (nn) “Surety” includes a guarantor or other secondary obligor.
[(nn)] (oo) “Term” means a portion of an agreement that relates to a particular matter.
[(oo)] (pp) “Unauthorized signature” means a signature made without actual, implied or apparent
authority. The term includes a forgery.
[(pp)] (qq) “Warehouse receipt” means a document of title issued by a person engaged in the
business of storing goods for hire.
[(qq)] (rr) “Writing” includes printing, typewriting or any other intentional reduction to tangible
form. “Written” has a corresponding meaning.
SECTION 3. ORS 71.2040 is amended to read:
Enrolled Senate Bill 167 (SB 167-INTRO) Page 4
71.2040. Except as otherwise provided in ORS chapters 73, 74 and 75 and sections 94 to 100
of this 2025 Act, a person gives value for rights if the person acquires them:
(1) In return for a binding commitment to extend credit or for the extension of immediately
available credit, whether or not drawn upon and whether or not a charge-back is provided for in the
event of difficulties in collection;
(2) As security for, or in total or partial satisfaction of, a preexisting claim;
(3) By accepting delivery under a preexisting contract for purchase; or
(4) In return for any consideration sufficient to support a simple contract.
SECTION 4. ORS 71.3010 is amended to read:
71.3010. (1) Except as provided in this section, when a transaction bears a reasonable relation
to this state and also to another state or nation, the parties may agree that the law either of this
state or of such other state or nation shall govern their rights and duties.
(2) In the absence of such an agreement effective under subsection (1) of this section and except
as provided in subsection (3) of this section, the Uniform Commercial Code applies to transactions
bearing an appropriate relation to this state.
(3) If one of the following provisions of the Uniform Commercial Code specifies the applicable
law, that provision governs and a contrary agreement is effective only to the extent permitted by
the law so specified:
(a) Rights of creditors against sold goods as specified in ORS 72.4020.
(b) Applicability of ORS chapter 72A on leases.
(c) Applicability of ORS chapter 74 as specified in ORS 74.1020.
(d) Applicability of ORS chapter 74A as specified in ORS 74A.5070.
(e) Applicability of ORS chapter 75 as specified in ORS 75.1160.
(f) Applicability of ORS chapter 78 as specified in ORS 78.1100.
(g) ORS 79.0301 to 79.0307 governing perfection, the effect of perfection or nonperfection and the
priority of security interests and agricultural liens.
(h) Applicability of section 100 of this 2025 Act, as specified in section 100 of this 2025
Act.
SECTION 5. ORS 71.3060 is amended to read:
71.3060. A claim or right arising out of an alleged breach may be discharged in whole or in part
without consideration by agreement of the aggrieved party in [an authenticated] a signed record.
AMENDMENTS FROM UCC ARTICLE 2
TO ORS CHAPTER 72
SECTION 6. ORS 72.1020 is amended to read:
72.1020. [Unless the context otherwise requires, this chapter applies to transactions in goods; they
do not apply to any transaction which although in the form of an unconditional contract to sell or
present sale is intended to operate only as a security transaction nor does this chapter impair or repeal
any statute regulating sales to consumers, farmers or other specified classes of buyers.]
(1) Unless the context otherwise requires, and except as provided in subsection (3) of this
section, this chapter applies to transactions in goods and, in the case of a hybrid transaction
as defined in ORS 72.1060, it applies to the extent provided in subsection (2) of this section.
(2) In a hybrid transaction:
(a) If the sale-of-goods aspects do not predominate, only the provisions of this chapter
that relate primarily to the sale-of-goods aspects of the transaction apply and the provisions
that relate primarily to the transaction as a whole do not apply.
(b) If the sale-of-goods aspects predominate, this chapter applies to the transaction but
does not preclude application, in appropriate circumstances, of other law to aspects of the
transaction that do not relate to the sale of goods.
(3) This chapter does not:
Enrolled Senate Bill 167 (SB 167-INTRO) Page 5
(a) Apply to a transaction that, even though in the form of an unconditional contract to
sell or present sale, operates only to create a security interest; or
(b) Impair or repeal a statute regulating sales to consumers, farmers or other specified
classes of buyers.
SECTION 7. ORS 72.1030 is amended to read:
72.1030. (1) In this chapter unless the context otherwise requires:
(a) “Buyer” means a person who buys or contracts to buy goods.
(b) “Livestock” means equines, cattle, sheep, goats, llamas, alpacas and swine.
(c) “Receipt” of goods means taking physical possession of them.
(d) “Seller” means a person who sells or contracts to sell goods.
(2) Other definitions applying to this chapter, and the sections in which they appear are:
(a) “Acceptance,” as defined in ORS 72.6060.
(b) “Banker’s credit,” as defined in ORS 72.3250.
(c) “Between merchants,” as defined in ORS 72.1040.
(d) “Cancellation,” as defined in ORS 72.1060 (4).
(e) “Commercial unit,” as defined in ORS 72.1050.
(f) “Confirmed credit,” as defined in ORS 72.3250.
(g) “Conforming to contract,” as defined in ORS 72.1060.
(h) “Contract for sale,” as defined in ORS 72.1060.
(i) “Cover,” as defined in ORS 72.7120.
(j) “Entrusting,” as defined in ORS 72.4030.
(k) “Financing agency,” as defined in ORS 72.1040.
(L) “Future goods,” as defined in ORS 72.1050.
(m) “Goods,” as defined in ORS 72.1050.
(n) “Hybrid transaction,” as defined in ORS 72.1060.
[(n)] (o) “Identification,” as defined in ORS 72.5010.
[(o)] (p) “Installment contract,” as defined in ORS 72.6120.
[(p)] (q) “Letter of credit,” as defined in ORS 72.3250.
[(q)] (r) “Lot,” as defined in ORS 72.1050.
[(r)] (s) “Merchant,” as defined in ORS 72.1040.
[(s)] (t) “Overseas,” as defined in ORS 72.3230.
[(t)] (u) “Person in position of seller,” as defined in ORS 72.7070.
[(u)] (v) “Present sale,” as defined in ORS 72.1060.
[(v)] (w) “Sale,” as defined in ORS 72.1060.
[(w)] (x) “Sale on approval,” as defined in ORS 72.3260.
[(x)] (y) “Sale or return,” as defined in ORS 72.3260.
[(y)] (z) “Termination,” as defined in ORS 72.1060.
(3) “Control” as provided in ORS 77.1060 and the following definitions in other series of sections
apply to this chapter:
(a) “Check,” as defined in ORS 73.0104.
(b) “Consignee,” as defined in ORS 77.1020.
(c) “Consignor,” as defined in ORS 77.1020.
(d) “Consumer goods,” as defined in ORS 79.0102.
(e) “Dishonor,” as defined in ORS 73.0502.
(f) “Draft,” as defined in ORS 73.0104.
(4) In addition, ORS chapter 71 contains general definitions and principles of construction and
interpretation applicable throughout this chapter.
SECTION 8. ORS 72.1060 is amended to read:
72.1060. (1) In this chapter, unless the context otherwise requires, “contract” and “agreement”
are limited to those relating to the present or future sale of goods. “Contract for sale” includes both
a present sale of goods and a contract to sell goods at a future time. A “sale” consists in the passing
Enrolled Senate Bill 167 (SB 167-INTRO) Page 6
of title from the seller to the buyer for a price. A “present sale” means a sale which is accomplished
by the making of the contract.
(2) Goods or conduct including any part of a performance are “conforming” or conform to the
contract when they are in accordance with the obligations under the contract.
(3) “Termination” occurs when either party pursuant to a power created by agreement or law
puts an end to the contract otherwise than for its breach. On “termination” all obligations which
are still executory on both sides are discharged but any right based on prior breach or performance
survives.
(4) “Cancellation” occurs when either party puts an end to the contract for breach by the other
and its effect is the same as that of “termination” except that the canceling party also retains any
remedy for breach of the whole contract or any unperformed balance.
(5) “Hybrid transaction” means a single transaction involving a sale of goods and:
(a) The provision of services;
(b) A lease of other goods; or
(c) A sale, lease or license of property other than goods.
SECTION 9. ORS 72.2010 is amended to read:
72.2010. (1) Except as otherwise provided in this section a contract for the sale of goods for the
price of $500 or more is not enforceable by way of action or defense unless there is [some writing]
a record sufficient to indicate that a contract for sale has been made between the parties and
signed by the party against whom enforcement is sought or by the authorized agent or broker of the
party. A [writing] record is not insufficient because it omits or incorrectly states a term agreed
upon but the contract is not enforceable under this subsection beyond the quantity of goods shown
in [such writing] the record.
(2) Between merchants, if within a reasonable time a [writing] record in confirmation of the
contract and sufficient against the sender is received and the party receiving it has reason to know
its contents, it satisfies the requirements of subsection (1) of this section against [such] the party
unless [written] notice in a record of objection to its contents is given within 10 days after it is
received.
(3) A contract [which] that does not satisfy the requirements of subsection (1) of this section
but [which] that is valid in other respects is enforceable:
(a) If the goods are to be specially manufactured for the buyer and are not suitable for sale to
others in the ordinary course of the seller’s business and the seller, before notice of repudiation is
received and under circumstances [which] that reasonably indicate that the goods are for the buyer,
has made either a substantial beginning of their manufacture or commitments for their procurement;
or
(b) If the party against whom enforcement is sought admits in pleading, testimony or otherwise
in court that a contract for sale was made, but the contract is not enforceable under this provision
beyond the quantity of goods admitted; or
(c) With respect to goods for which payment has been made and accepted or [which] that have
been received and accepted in accordance with ORS 72.6060.
SECTION 10. ORS 72.2020 is amended to read:
72.2020. Terms with respect to which the confirmatory memoranda of the parties agree or which
are otherwise set forth in a [writing] record intended by the parties as a final expression of their
agreement with respect to such terms as are included therein may not be contradicted by evidence
of any prior agreement or of a contemporaneous oral agreement but may be explained or supple-
mented:
(1) By course of performance, course of dealing or usage of trade as provided in ORS 71.3030;
and
(2) By evidence of consistent additional terms unless the court finds the [writing] record to have
been intended also as a complete and exclusive statement of the terms of the agreement.
SECTION 11. ORS 72.2030 is amended to read:
Enrolled Senate Bill 167 (SB 167-INTRO) Page 7
72.2030. The affixing of a seal to a [writing] record evidencing a contract for sale or an offer
to buy or sell goods does not [constitute the writing] render the record a sealed instrument and the
law with respect to sealed instruments does not apply to such a contract or offer.
SECTION 12. ORS 72.2050 is amended to read:
72.2050. An offer by a merchant to buy or sell goods in a signed [writing which] record that
by its terms gives assurance that it will be held open is not revocable, for lack of consideration,
during the time stated or if no time is stated for a reasonable time, but in no event may such period
of irrevocability exceed three months[; but]. Any such term of assurance on a form supplied by the
offeree must be separately signed by the offeror.
SECTION 13. ORS 72.2090 is amended to read:
72.2090. (1) An agreement modifying a contract within this chapter needs no consideration to
be binding.
(2) A signed agreement [which] that excludes modification or rescission except by a signed
writing or other signed record cannot be otherwise modified or rescinded, but except as between
merchants such a requirement on a form supplied by the merchant must be separately signed by the
other party.
(3) The requirements of ORS 72.2010, relating to the statute of frauds must be satisfied if the
contract as modified is within its provisions.
(4) Although an attempt at modification or rescission does not satisfy the requirements of sub-
section (2) or (3) of this section, it can operate as a waiver.
(5) A party who has made a waiver affecting an executory portion of the contract may retract
the waiver by reasonable notification received by the other party that strict performance will be
required of any term waived, unless the retraction would be unjust in view of a material change of
position in reliance on the waiver.
AMENDMENTS FROM UCC ARTICLE 2A
TO ORS CHAPTER 72A
SECTION 14. ORS 72A.1020 is amended to read:
72A.1020. (1) This chapter applies to any transaction, regardless of form, that creates a lease[.]
and, in the case of a hybrid lease as defined in ORS 72A.1030, it applies to the extent provided
in subsection (2) of this section.
(2) In a hybrid lease:
(a) If the lease-of-goods aspects do not predominate:
(A) Only the provisions of this chapter that relate primarily to the lease-of-goods aspects
of the transaction apply and the provisions that relate primarily to the transaction as a
whole do not apply;
(B) ORS 72A.2090 applies if the lease is a finance lease; and
(C) ORS 72A.4070 applies to the promises of the lessee in a finance lease to the extent
the promises are consideration for the right to possession and use of the leased goods; and
(b) If the lease-of-goods aspects predominate, this chapter applies to the transaction but
does not preclude application, in appropriate circumstances, of other law to aspects of the
lease that do not relate to the lease of goods.
SECTION 15. ORS 72A.1030 is amended to read:
72A.1030. (1) As used in this chapter, unless the context otherwise requires:
(a) “Buyer in ordinary course of business” means a person who in good faith and without
knowledge that the sale to the person is in violation of the ownership rights or security interest or
leasehold interest of a third party in the goods buys in ordinary course from a person in the busi-
ness of selling goods of that kind but does not include a pawnbroker. “Buying” may be for cash or
by exchange of other property or on secured or unsecured credit and includes acquiring goods or
documents of title under a preexisting contract for sale but does not include a transfer in bulk or
as security for or in total or partial satisfaction of a money debt.
Enrolled Senate Bill 167 (SB 167-INTRO) Page 8
(b) “Cancellation” occurs when either party puts an end to the lease contract for default by the
other party.
(c) “Commercial unit” means such a unit of goods as by commercial usage is a single whole for
purposes of lease and division of which materially impairs its character or value on the market or
in use. A “commercial unit” may be a single article, as a machine, or a set of articles, as a suite
of furniture or a line of machinery, or a quantity, as a gross or carload, or any other unit treated
in use or in the relevant market as a single whole.
(d) “Conforming goods” or “performance under a lease contract” means goods or performance
that are in accordance with the obligations under the lease contract.
(e) “Consumer lease” means a lease that a lessor regularly engaged in the business of leasing
or selling makes to a lessee who is an individual and who takes under the lease primarily for a
personal, family or household purpose, if the total payments to be made under the lease contract,
excluding payments for options to renew or buy, do not exceed $25,000.
(f) “Fault” means wrongful act, omission, breach or default.
(g) “Finance lease” means a lease in which the lessor does not select, manufacture or supply the
goods, the lessor acquires the goods or the right to possession and use of the goods in connection
with the lease, and either:
(A) The lessee receives a copy of the contract evidencing the lessor’s purchase of the goods on
or before signing the lease contract;
(B) The lessee’s approval of the contract evidencing the lessor’s purchase of the goods is a
condition to effectiveness of the lease contract;
(C) The lessor informs the lessee in writing of the identity of the supplier unless the lessee has
selected the supplier and directed the lessor to purchase the goods from the supplier;
(D) The lessor informs the lessee in writing that the lessee may have rights under the contract
evidencing the lessor’s purchase of the goods and the lessor advises the lessee in writing to contact
the supplier for a description of any such rights; or
(E) The lease contract discloses all warranties and other rights provided to the lessee by the
lessor and supplier in connection with the lease contract and informs the lessee that there are no
warranties or other rights provided to the lessee by the lessor and supplier other than those dis-
closed in the lease contract.
(h) “Goods” means all things that are movable at the time of identification to the lease contract,
or are fixtures as provided in ORS 72A.3090, but “goods” does not include money, documents, in-
struments, accounts, chattel paper, general intangibles or minerals or the like, including oil and gas,
before extraction. “Goods” also includes the unborn young of animals.
(i) “Hybrid lease” means a single transaction involving a lease of goods and:
(A) The provision of services;
(B) A sale of other goods; or
(C) A sale, lease or license of property other than goods.
[(i)] (j) “Installment lease contract” means a lease contract that authorizes or requires the de-
livery of goods in separate lots to be separately accepted, even though the lease contract contains
a clause “each delivery is a separate lease” or its equivalent.
[(j)] (k) “Lease” means a transfer of the right to possession and use of goods for a term in return
for consideration, but a sale, including a sale on approval or a sale or return, or retention or cre-
ation of a security interest is not a lease. Unless the context clearly indicates otherwise, “lease”
includes a sublease.
[(k)] (L) “Lease agreement” means the bargain, with respect to the lease, of the lessor and the
lessee in fact as found in the language or by implication from other circumstances including course
of dealing or usage of trade or course of performance as provided in this chapter. Unless the context
clearly indicates otherwise, “lease agreement” includes a sublease agreement.
[(L)] (m) “Lease contract” means the total legal obligation that results from the lease agreement
as affected by this chapter and any other applicable rules of law. Unless the context clearly indi-
cates otherwise, “lease contract” includes a sublease contract.
Enrolled Senate Bill 167 (SB 167-INTRO) Page 9
[(m)] (n) “Leasehold interest” means the interest of the lessor or the lessee under a lease con-
tract.
[(n)] (o) “Lessee” means a person who acquires the right to possession and use of goods under
a lease. Unless the context clearly indicates otherwise, “lessee” includes a sublessee.
[(o)] (p) “Lessee in ordinary course of business” means a person who in good faith and without
knowledge that the lease to the person is in violation of the ownership rights or security interest
or leasehold interest of a third party in the goods leases in ordinary course from a person in the
business of selling or leasing goods of that kind but does not include a pawnbroker. “Leasing” may
be for cash or by exchange of other property or on secured or unsecured credit and includes ac-
quiring goods or documents of title under a preexisting lease contract but does not include a
transfer in bulk or as security for or in total or partial satisfaction of a money debt.
[(p)] (q) “Lessor” means a person who transfers the right to possession and use of goods under
a lease. Unless the context clearly indicates otherwise, “lessor” includes a sublessor.
[(q)] (r) “Lessor’s residual interest” means the lessor’s interest in the goods after expiration,
termination or cancellation of the lease contract.
[(r)] (s) “Lien” means a charge against or interest in goods to secure payment of a debt or
performance of an obligation, but “lien” does not include a security interest.
[(s)] (t) “Lot” means a parcel or a single article that is the subject matter of a separate lease
or delivery, whether or not it is sufficient to perform the lease contract.
[(t)] (u) “Merchant lessee” means a lessee that is a merchant with respect to goods of the kind
subject to the lease.
[(u)] (v) “Present value” means the amount as of a date certain of one or more sums payable in
the future, discounted to the date certain. The discount is determined by the interest rate specified
by the parties if the rate was not manifestly unreasonable at the time the transaction was entered
into; otherwise, the discount is determined by a commercially reasonable rate that takes into ac-
count the facts and circumstances of each case at the time the transaction was entered into.
[(v)] (w) “Purchase” includes taking by sale, lease, mortgage, security interest, pledge, gift or
any other voluntary transaction creating an interest in goods.
[(w)] (x) “Sublease” means a lease of goods the right to possession and use of which was ac-
quired by the lessor as a lessee under an existing lease.
[(x)] (y) “Supplier” means a person from whom a lessor buys or leases goods to be leased under
a finance lease.
[(y)] (z) “Supply contract” means a contract under which a lessor buys or leases goods to be
leased.
[(z)] (aa) “Termination” occurs when either party pursuant to a power created by agreement
or law puts an end to the lease contract otherwise than for default.
(2) Other definitions applying to this chapter and the sections in which they appear are:
(a) “Accessions” as defined in ORS 72A.3100.
(b) “Account” as defined in ORS 79.0102.
(c) “Between merchants” as defined in ORS 72.1040.
(d) “Buyer” as defined in ORS 72.1030.
(e) “Chattel paper” as defined in ORS 79.0102.
(f) “Construction mortgage” as defined in ORS 72A.3090.
(g) “Consumer goods” as defined in ORS 79.0102.
(h) “Document” as defined in ORS 79.0102.
(i) “Encumbrance” as defined in ORS 72A.3090.
(j) “Entrusting” as defined in ORS 72.4030.
(k) “Fixture filing” as defined in ORS 72A.3090.
(L) “Fixtures” as defined in ORS 72A.3090.
(m) “General intangible” as defined in ORS 79.0102.
(n) “Instrument” as defined in ORS 79.0102.
(o) “Merchant” as defined in ORS 72.1040.
Enrolled Senate Bill 167 (SB 167-INTRO) Page 10
(p) “Mortgage” as defined in ORS 79.0102.
(q) “Purchase money lease” as defined in ORS 72A.3090.
(r) “Pursuant to commitment” as defined in ORS 79.0102.
(s) “Receipt” as defined in ORS 72.1030.
(t) “Sale” as defined in ORS 72.1060.
(u) “Sale on approval” as defined in ORS 72.3260.
(v) “Sale or return” as defined in ORS 72.3260.
(w) “Seller” as defined in ORS 72.1030.
(3) In addition, ORS chapter 71 contains general definitions and principles of construction and
interpretation applicable throughout this chapter.
SECTION 16. ORS 72A.1070 is amended to read:
72A.1070. Any claim or right arising out of an alleged default or breach of warranty may be
discharged in whole or in part without consideration by a [written] waiver or renunciation in a
signed [and] record delivered by the aggrieved party.
SECTION 17. ORS 72A.2010 is amended to read:
72A.2010. (1) A lease contract is not enforceable by way of action or defense unless:
(a) The total payments to be made under the lease contract, excluding payments for options to
renew or buy, are less than $1,000; or
(b) There is a [writing] record, signed by the party against whom enforcement is sought or by
that party’s authorized agent, sufficient to indicate that a lease contract has been made between the
parties and to describe the goods leased and the lease term.
(2) Any description of leased goods or of the lease term is sufficient and satisfies subsection
(1)(b) of this section, whether or not it is specific, if it reasonably identifies what is described.
(3) A [writing] record is not insufficient because it omits or incorrectly states a term agreed
upon, but the lease contract is not enforceable under subsection (1)(b) of this section beyond the
lease term and the quantity of goods shown in the [writing] record.
(4) A lease contract that does not satisfy the requirements of subsection (1) of this section, but
which is valid in other respects, is enforceable:
(a) If the goods are to be specially manufactured or obtained for the lessee and are not suitable
for lease or sale to others in the ordinary course of the lessor’s business, and the lessor, before
notice of repudiation is received and under circumstances that reasonably indicate that the goods
are for the lessee, has made either a substantial beginning of their manufacture or commitments for
their procurement;
(b) If the party against whom enforcement is sought admits in that party’s pleading, testimony
or otherwise in court that a lease contract was made, but the lease contract is not enforceable un-
der this provision beyond the quantity of goods admitted; or
(c) With respect to goods that have been received and accepted by the lessee.
(5) The lease term under a lease contract referred to in subsection (4) of this section is:
(a) If there is a [writing] record signed by the party against whom enforcement is sought or by
that party’s authorized agent specifying the lease term, the term so specified;
(b) If the party against whom enforcement is sought admits in that party’s pleading, testimony
or otherwise in court a lease term, the term so admitted; or
(c) A reasonable lease term.
SECTION 18. ORS 72A.2020 is amended to read:
72A.2020. Terms with respect to which the confirmatory memoranda of the parties agree or
which are otherwise set forth in a [writing] record intended by the parties as a final expression of
their agreement with respect to such terms as are included therein may not be contradicted by ev-
idence of any prior agreement or of a contemporaneous oral agreement but may be explained or
supplemented:
(1) By course of dealing or usage of trade or by course of performance; and
(2) By evidence of consistent additional terms unless the court finds the [writing] record to have
been intended also as a complete and exclusive statement of the terms of the agreement.
Enrolled Senate Bill 167 (SB 167-INTRO) Page 11
SECTION 19. ORS 72A.2030 is amended to read:
72A.2030. The affixing of a seal to a [writing] record evidencing a lease contract or an offer to
enter into a lease contract does not render the [writing] record a sealed instrument and the law
with respect to sealed instruments does not apply to the lease contract or offer.
SECTION 20. ORS 72A.2050 is amended to read:
72A.2050. An offer by a merchant to lease goods to or from another person in a signed
[writing] record that by its terms gives assurance it will be held open is not revocable, for lack of
consideration, during the time stated or, if no time is stated, for a reasonable time, but in no event
may the period of irrevocability exceed three months. Any such term of assurance on a form sup-
plied by the offeree must be separately signed by the offeror.
SECTION 21. ORS 72A.2080 is amended to read:
72A.2080. (1) An agreement modifying a lease contract needs no consideration to be binding.
(2) A signed lease agreement that excludes modification or rescission except by a signed
[writing] record may not be otherwise modified or rescinded, but, except as between merchants,
such a requirement on a form supplied by a merchant must be separately signed by the other party.
(3) Although an attempt at modification or rescission does not satisfy the requirements of sub-
section (2) of this section, it may operate as a waiver.
(4) A party who has made a waiver affecting an executory portion of a lease contract may re-
tract the waiver by reasonable notification received by the other party that strict performance will
be required of any term waived, unless the retraction would be unjust in view of a material change
of position in reliance on the waiver.
AMENDMENTS FROM UCC ARTICLE 3
TO ORS CHAPTER 73
SECTION 22. ORS 73.0104 is amended to read:
73.0104. (1) Except as provided in subsections (3) and (4) of this section, “negotiable
instrument” means an unconditional promise or order to pay a fixed amount of money, with or
without interest or other charges described in the promise or order, if it:
(a) Is payable to bearer or to order at the time it is issued or first comes into possession of a
holder;
(b) Is payable on demand or at a definite time; and
(c) Does not state any other undertaking or instruction by the person promising or ordering
payment to do any act in addition to the payment of money, but the promise or order may contain:
(A) An undertaking or power to give, maintain or protect collateral to secure payment;
(B) An authorization or power to the holder to confess judgment or realize on or dispose of
collateral; [or]
(C) A waiver of the benefit of any law intended for the advantage or protection of an
obligor[.];
(D) A term that specifies the law that governs the promise or order; or
(E) An undertaking to resolve in a specified forum a dispute concerning the promise or
order.
(2) “Instrument” means a negotiable instrument.
(3) An order that meets all of the requirements of subsection (1) of this section, except sub-
section (1)(a) of this section, and otherwise falls within the definition of “check” in subsection (6)
of this section, is a negotiable instrument and a check.
(4) A promise or order other than a check is not an instrument if, at the time it is issued or first
comes into possession of a holder, it contains a conspicuous statement, however expressed, to the
effect that the promise or order is not negotiable or is not an instrument governed by this chapter.
(5) An instrument is a “note” if it is a promise. An instrument is a “draft” if it is an order. If
an instrument falls within the definition of both “note” and “draft,” a person entitled to enforce the
instrument may treat it as either.
Enrolled Senate Bill 167 (SB 167-INTRO) Page 12
(6) “Check” means a draft, other than a documentary draft, payable on demand and drawn on
a bank, or a cashier’s check or teller’s check. An instrument may be a check even though it is de-
scribed on its face by another term, such as “money order.”
(7) “Cashier’s check” means a draft with respect to which the drawer and drawee are the same
bank or branches of the same bank.
(8) “Teller’s check” means a draft drawn by a bank:
(a) On another bank; or
(b) Payable at or through a bank.
(9) “Traveler’s check” means an instrument that:
(a) Is payable on demand;
(b) Is drawn on or payable at or through a bank;
(c) Is designated by the term “traveler’s check” or by a substantially similar term; and
(d) Requires, as a condition to payment, a countersignature by a person whose specimen signa-
ture appears on the instrument.
(10) “Certificate of deposit” means an instrument containing an acknowledgment by a bank that
a sum of money has been received by the bank and a promise by the bank to repay the sum of
money. A certificate of deposit is a note of the bank.
(11)(a) “Demand draft” means a writing not signed by a customer that is created by a third party
under the purported authority of the customer for the purpose of charging the customer’s account
with a bank. A demand draft does not include a check drawn by a fiduciary, as defined in ORS
73.0307. A demand draft may contain any or all of the following:
(A) The customer’s printed or typewritten name or account number;
(B) A notation that the customer authorized the draft; and
(C) The statement “No signature required” or words to that effect.
(b) “Demand draft” shall not include a check purportedly drawn by and bearing the signature
of a fiduciary as defined in ORS 73.0307.
SECTION 23. ORS 73.0105 is amended to read:
73.0105. (1) “Issue” means:
(a) The first delivery of an instrument by the maker or drawer, whether to a holder or non-
holder, for the purpose of giving rights on the instrument to any person[.]; or
(b) If agreed by the payee, the first transmission by the drawer to the payee of an image
of an item and information derived from the item that enables the depository bank to collect
the item by transferring or presenting under federal law an electronic check.
(2) An unissued instrument, or an unissued incomplete instrument that is completed, is binding
on the maker or drawer, but nonissuance is a defense. An instrument that is conditionally issued
or is issued for a special purpose is binding on the maker or drawer, but failure of the condition
or special purpose to be fulfilled is a defense.
(3) “Issuer” applies to issued and unissued instruments and means a maker or drawer of an in-
strument.
SECTION 24. ORS 73.0401 is amended to read:
73.0401. [(1)] A person is not liable on an instrument unless:
[(a)] (1) The person signed the instrument; or
[(b)] (2) The person is represented by an agent or representative who signed the instrument and
the signature is binding on the represented person under ORS 73.0402.
[(2) A signature may be made:]
[(a) Manually or by means of a device or machine; and]
[(b) By the use of any name, including a trade or assumed name, or by a word, mark or symbol
executed or adopted by a person with present intention to authenticate a writing.]
SECTION 25. ORS 73.0604 is amended to read:
73.0604. (1) A person entitled to enforce an instrument, with or without consideration, may dis-
charge the obligation of a party to pay the instrument:
Enrolled Senate Bill 167 (SB 167-INTRO) Page 13
(a) By an intentional voluntary act, such as surrender of the instrument to the party, de-
struction, mutilation, or cancellation of the instrument, cancellation or striking out of the party’s
signature, or the addition of words to the instrument indicating discharge; or
(b) By agreeing not to sue or otherwise renouncing rights against the party by a signed
[writing] record.
(2) The obligation of a party to pay a check is not discharged solely by destruction of the
check in connection with a process in which information is extracted from the check and an
image of the check is made and, subsequently, the information and image are transmitted
for payment.
[(2)] (3) Cancellation or striking out of an indorsement pursuant to subsection (1) of this section
does not affect the status and rights of a party derived from the indorsement.
AMENDMENTS FROM UCC ARTICLE 4A
TO ORS CHAPTER 74A
SECTION 26. ORS 74A.1030 is amended to read:
74A.1030. (1) As used in this chapter:
(a) “Beneficiary” means the person to be paid by the beneficiary’s bank.
(b) “Beneficiary’s bank” means the bank identified in a payment order in which an account for
the beneficiary is to be credited pursuant to the order or which otherwise is to make payment to
the beneficiary if the order does not provide for payment to an account.
(c) “Payment order” means an instruction of a sender to a receiving bank, transmitted orally[,
electronically or in writing] or in a record, to pay, or to cause another bank to pay, a fixed or de-
terminable amount of money to a beneficiary if:
(A) The instruction does not state a condition for payment to the beneficiary other than time
of payment;
(B) The receiving bank is to be reimbursed by debiting an account of, or otherwise receiving
payment from, the sender; and
(C) The instruction is transmitted by the sender directly to the receiving bank or to an agent,
funds-transfer system or communication system for transmittal to the receiving bank.
(d) “Receiving bank” means the bank to which the sender’s instruction is addressed.
(e) “Sender” means the person giving the instruction to the receiving bank.
(2) If an instruction complying with subsection (1)(c) of this section is to make more than one
payment to a beneficiary, the instruction is a separate payment order with respect to each payment.
(3) A payment order is issued when it is sent to the receiving bank.
SECTION 27. ORS 74A.2010 is amended to read:
74A.2010. (1) “Security procedure” means a procedure established by agreement of a customer
and a receiving bank for the purpose of:
(a) Verifying that a payment order or communication amending or canceling a payment order
is that of the customer; or
(b) Detecting error in the transmission or the content of the payment order or communication.
(2) A security procedure may impose an obligation on the receiving bank or the customer
and may require the use of algorithms or other codes, identifying words, [or] numbers, symbols,
sounds, biometrics, encryption, callback procedures or similar security devices. Comparison of a
signature on a payment order or communication with an authorized specimen signature of the cus-
tomer or requiring a payment order to be sent from a known email address, Internet Protocol
address or telephone number is not by itself a security procedure.
SECTION 28. ORS 74A.2020 is amended to read:
74A.2020. (1) A payment order received by the receiving bank is the authorized order of the
person identified as sender if that person authorized the order or is otherwise bound by it under the
law of agency.
Enrolled Senate Bill 167 (SB 167-INTRO) Page 14
(2) If a bank and its customer have agreed that the authenticity of payment orders issued to the
bank in the name of the customer as sender will be verified pursuant to a security procedure, a
payment order received by the receiving bank is effective as the order of the customer, whether or
not authorized, if:
(a) The security procedure is a commercially reasonable method of providing security against
unauthorized payment orders; and
(b) The bank proves that it accepted the payment order in good faith and in compliance with
the bank’s obligations under the security procedure and any [written] agreement or instruction
of the customer, evidenced by a record, restricting acceptance of payment orders issued in the
name of the customer.
(3) The bank is not required to follow an instruction that violates [a written] an agreement with
the customer, evidenced by a record, or notice of which is not received at a time and in a manner
affording the bank a reasonable opportunity to act on it before the payment order is accepted.
(4) Commercial reasonableness of a security procedure is a question of law to be determined by
considering the wishes of the customer expressed to the bank, the circumstances of the customer
known to the bank, including the size, type and frequency of payment orders normally issued by the
customer to the bank, alternative security procedures offered to the customer, and security proce-
dures in general use by customers and receiving banks similarly situated. A security procedure is
deemed to be commercially reasonable if:
(a) The security procedure was chosen by the customer after the bank offered, and the customer
refused, a security procedure that was commercially reasonable for that customer; and
(b) The customer expressly agreed in [writing] a record to be bound by any payment order,
whether or not authorized, issued in its name and accepted by the bank in compliance with the
bank’s obligations under the security procedure chosen by the customer.
(5) The term “sender” in this chapter includes the customer in whose name a payment order is
issued if the order is the authorized order of the customer under subsection (1) of this section, or
it is effective as the order of the customer under subsection (2) of this section.
(6) This section applies to amendments and cancellations of payment orders to the same extent
it applies to payment orders.
(7) Except as provided in this section and ORS 74A.2030, rights and obligations arising under
this section or ORS 74A.2030 may not be varied by agreement.
SECTION 29. ORS 74A.2030 is amended to read:
74A.2030. (1) If an accepted payment order is not, under ORS 74A.2020, an authorized order of
a customer identified as sender, but is effective as an order of the customer pursuant to ORS
74A.2020, the following rules apply:
(a) By express [written] agreement evidenced by a record, the receiving bank may limit the
extent to which it is entitled to enforce or retain payment of the payment order.
(b) The receiving bank is not entitled to enforce or retain payment of the payment order if the
customer proves that the order was not caused, directly or indirectly, by a person:
(A) Entrusted at any time with duties to act for the customer with respect to payment orders
or the security procedure; or
(B) Who obtained access to transmitting facilities of the customer or who obtained from a source
controlled by the customer and without authority of the receiving bank, information facilitating
breach of the security procedure, regardless of how the information was obtained or whether the
customer was at fault.
(2) “Information” includes any access device, computer software or the like.
(3) This section applies to amendments of payment orders to the same extent it applies to pay-
ment orders.
SECTION 30. ORS 74A.2070 is amended to read:
74A.2070. (1) Subject to subsection (2) of this section, if, in a payment order received by the
beneficiary’s bank, the name, bank account number, or other identification of the beneficiary refers
Enrolled Senate Bill 167 (SB 167-INTRO) Page 15
to a nonexistent or unidentifiable person or account, no person has rights as a beneficiary of the
order and acceptance of the order cannot occur.
(2) If a payment order received by the beneficiary’s bank identifies the beneficiary both by name
and by an identifying or bank account number and the name and number identify different persons,
the following rules apply:
(a) Except as otherwise provided in subsection (3) of this section, if the beneficiary’s bank does
not know that the name and number refer to different persons, it may rely on the number as the
proper identification of the beneficiary of the order. The beneficiary’s bank need not determine
whether the name and number refer to the same person.
(b) If the beneficiary’s bank pays the person identified by name or knows that the name and
number identify different persons, no person has rights as beneficiary except the person paid by the
beneficiary’s bank if that person was entitled to receive payment from the originator of the funds
transfer. If no person has rights as beneficiary, acceptance of the order cannot occur.
(3) If a payment order described in subsection (2) of this section is accepted, the originator’s
payment order described the beneficiary inconsistently by name and number and the beneficiary’s
bank pays the person identified by number as permitted by subsection (2)(a) of this section, the fol-
lowing rules apply:
(a) If the originator is a bank, the originator is obliged to pay its order; and
(b) If the originator is not a bank and proves that the person identified by number was not en-
titled to receive payment from the originator, the originator is not obliged to pay its order unless
the originator’s bank proves that the originator, before acceptance of the originator’s order, had
notice that payment of a payment order issued by the originator might be made by the beneficiary’s
bank on the basis of an identifying or bank account number even if it identifies a person different
from the named beneficiary. Proof of notice may be made by any admissible evidence. The
originator’s bank satisfies the burden of proof if it proves that the originator, before the payment
order was accepted, signed a [writing] record stating the information to which the notice relates.
(4) In a case governed by subsection (2)(a) of this section, if the beneficiary’s bank rightfully
pays the person identified by number and that person was not entitled to receive payment from the
originator, the amount paid may be recovered from that person to the extent allowed by the law
governing mistake and restitution as follows:
(a) If the originator is obliged to pay its payment order as stated in subsection (3) of this sec-
tion, the originator has the right to recover.
(b) If the originator is not a bank and is not obliged to pay its payment order, the originator’s
bank has the right to recover.
SECTION 31. ORS 74A.2080 is amended to read:
74A.2080. (1) This subsection applies to a payment order identifying an intermediary bank or the
beneficiary’s bank only by an identifying number.
(a) The receiving bank may rely on the number as the proper identification of the intermediary
or beneficiary’s bank and need not determine whether the number identifies a bank.
(b) The sender is obliged to compensate the receiving bank for any loss and expenses incurred
by the receiving bank as a result of its reliance on the number in executing or attempting to execute
the order.
(2) This subsection applies to a payment order identifying an intermediary bank or the
beneficiary’s bank both by name and an identifying number if the name and number identify different
persons.
(a) If the sender is a bank, the receiving bank may rely on the number as the proper identifi-
cation of the intermediary or beneficiary’s bank if the receiving bank, when it executes the sender’s
order, does not know that the name and number identify different persons. The receiving bank need
not determine whether the name and number refer to the same person or whether the number refers
to a bank. The sender is obliged to compensate the receiving bank for any loss and expenses in-
curred by the receiving bank as a result of its reliance on the number in executing or attempting
to execute the order.
Enrolled Senate Bill 167 (SB 167-INTRO) Page 16
(b) If the sender is not a bank and the receiving bank proves that the sender, before the payment
order was accepted, had notice that the receiving bank might rely on the number as the proper
identification of the intermediary or beneficiary’s bank even if it identifies a person different from
the bank identified by name, the rights and obligations of the sender and the receiving bank are
governed by paragraph (a) of this subsection, as though the sender were a bank. Proof of notice may
be made by any admissible evidence. The receiving bank satisfies the burden of proof if it proves
that the sender, before the payment order was accepted, signed a [writing] record stating the in-
formation to which the notice relates.
(c) Regardless of whether the sender is a bank, the receiving bank may rely on the name as the
proper identification of the intermediary or beneficiary’s bank if the receiving bank, at the time it
executes the sender’s order, does not know that the name and number identify different persons. The
receiving bank need not determine whether the name and number refer to the same person.
(d) If the receiving bank knows that the name and number identify different persons, reliance
on either the name or the number in executing the sender’s payment order is a breach of the obli-
gation stated in ORS 74A.3020 (1)(a).
SECTION 32. ORS 74A.2100 is amended to read:
74A.2100. (1) A payment order is rejected by the receiving bank by a notice of rejection trans-
mitted to the sender orally[, electronically] or in [writing] a record. A notice of rejection need not
use any particular words and is sufficient if it indicates that the receiving bank is rejecting the
order or will not execute or pay the order. Rejection is effective when the notice is given if trans-
mission is by a means that is reasonable in the circumstances. If notice of rejection is given by a
means that is not reasonable, rejection is effective when the notice is received. If an agreement of
the sender and receiving bank establishes the means to be used to reject a payment order:
(a) Any means complying with the agreement is reasonable; and
(b) Any means not complying is not reasonable unless no significant delay in receipt of the no-
tice resulted from the use of the noncomplying means.
(2) This subsection applies if a receiving bank other than the beneficiary’s bank fails to execute
a payment order despite the existence on the execution date of a withdrawable credit balance in
an authorized account of the sender sufficient to cover the order. If the sender does not receive
notice of rejection of the order on the execution date and the authorized account of the sender does
not bear interest, the bank is obliged to pay interest to the sender on the amount of the order for
the number of days elapsing after the execution date to the earlier of the day the order is canceled
pursuant to ORS 74A.2110 (4) or the day the sender receives notice or learns that the order was
not executed, counting the final day of the period as an elapsed day. If the withdrawable credit
balance during that period falls below the amount of the order, the amount of interest is reduced
accordingly.
(3) If a receiving bank suspends payments, all unaccepted payment orders issued to it are
deemed rejected at the time the bank suspends payments.
(4) Acceptance of a payment order precludes a later rejection of the order. Rejection of a pay-
ment order precludes a later acceptance of the order.
SECTION 33. ORS 74A.2110 is amended to read:
74A.2110. (1) A communication of the sender of a payment order canceling or amending the or-
der may be transmitted to the receiving bank orally[, electronically] or in [writing] a record. If a
security procedure is in effect between the sender and the receiving bank, the communication is not
effective to cancel or amend the order unless the communication is verified pursuant to the security
procedure or the bank agrees to the cancellation or amendment.
(2) Subject to subsection (1) of this section, a communication by the sender canceling or
amending a payment order is effective to cancel or amend the order if notice of the communication
is received at a time and in a manner affording the receiving bank a reasonable opportunity to act
on the communication before the bank accepts the payment order.
Enrolled Senate Bill 167 (SB 167-INTRO) Page 17
(3) After a payment order has been accepted, cancellation or amendment of the order is not ef-
fective unless the receiving bank agrees or a funds-transfer system rule allows cancellation or
amendment without agreement of the bank. The following apply:
(a) With respect to a payment order accepted by a receiving bank other than the beneficiary’s
bank, cancellation or amendment is not effective unless a conforming cancellation or amendment of
the payment order issued by the receiving bank is also made.
(b) With respect to a payment order accepted by the beneficiary’s bank, cancellation or amend-
ment is not effective unless the order was issued in execution of an unauthorized payment order,
or because of a mistake by a sender in the funds transfer which resulted in the issuance of a pay-
ment order that is a duplicate of a payment order previously issued by the sender, that orders pay-
ment to a beneficiary not entitled to receive payment from the originator or that orders payment
in an amount greater than the amount the beneficiary was entitled to receive from the originator.
If the payment order is canceled or amended, the beneficiary’s bank is entitled to recover from the
beneficiary any amount paid to the beneficiary to the extent allowed by the law governing mistake
and restitution.
(4) An unaccepted payment order is canceled by operation of law at the close of the fifth
funds-transfer business day of the receiving bank after the execution date or payment date of the
order.
(5) A canceled payment order cannot be accepted. If an accepted payment order is canceled, the
acceptance is nullified and no person has any right or obligation based on the acceptance. Amend-
ment of a payment order is deemed to be cancellation of the original order at the time of amendment
and issue of a new payment order in the amended form at the same time.
(6) Unless otherwise provided in an agreement of the parties or in a funds-transfer system rule,
if the receiving bank, after accepting a payment order, agrees to cancellation or amendment of the
order by the sender or is bound by a funds-transfer system rule allowing cancellation or amendment
without the bank’s agreement, the sender, whether or not cancellation or amendment is effective,
is liable to the bank for any loss and expenses, including reasonable attorney fees, incurred by the
bank as a result of the cancellation or amendment or attempted cancellation or amendment.
(7) A payment order is not revoked by the death or legal incapacity of the sender unless the
receiving bank knows of the death or of an adjudication of incapacity by a court of competent ju-
risdiction and has reasonable opportunity to act before acceptance of the order.
(8) A funds-transfer system rule is not effective to the extent it conflicts with subsection (3)(b)
of this section.
SECTION 34. ORS 74A.3050 is amended to read:
74A.3050. (1) If a funds transfer is completed but execution of a payment order by the receiving
bank in breach of ORS 74A.3020 results in delay in payment to the beneficiary, the bank is obliged
to pay interest to either the originator or the beneficiary of the funds transfer for the period of
delay caused by the improper execution. Except as provided in subsection (3) of this section, addi-
tional damages are not recoverable.
(2) If execution of a payment order by a receiving bank in breach of ORS 74A.3020 results in
noncompletion of the funds transfer, failure to use an intermediary bank designated by the origina-
tor or issuance of a payment order that does not comply with the terms of the payment order of the
originator, the bank is liable to the originator for the expenses of the originator in the funds
transfer and for incidental expenses and interest losses, to the extent not covered by subsection (1)
of this section, resulting from the improper execution. Except as provided in subsection (3) of this
section, additional damages are not recoverable.
(3) In addition to the amounts payable under subsections (1) and (2) of this section, damages,
including consequential damages, are recoverable to the extent provided in an express [written]
agreement of the receiving bank, evidenced by a record.
(4) If a receiving bank fails to execute a payment order it was obliged by express agreement to
execute, the receiving bank is liable to the sender for the expenses of the sender in the transaction
and for incidental expenses and interest losses resulting from the failure to execute. Additional
Enrolled Senate Bill 167 (SB 167-INTRO) Page 18
damages, including consequential damages, are recoverable to the extent provided in an express
[written] agreement of the receiving bank, evidenced by a record, but are not otherwise recovera-
ble.
(5) The court may award reasonable attorney fees to the prevailing party in an action to recover
amounts under this section.
(6) Except as stated in this section, the liability of a receiving bank under subsections (1) and
(2) of this section may not be varied by agreement.
AMENDMENTS FROM UCC ARTICLE 5
TO ORS CHAPTER 75
SECTION 35. ORS 75.1040 is amended to read:
75.1040. A letter of credit, confirmation, advice, transfer, amendment or cancellation may be is-
sued in any form that is a signed record [and is authenticated:]
[(1) By a signature; or]
[(2) In accordance with the agreement of the parties to the standard practice referred to in ORS
75.1080 (5)].
SECTION 36. ORS 75.1160 is amended to read:
75.1160. (1) The liability of an issuer, nominated person or adviser for action or omission is
governed by the law of the jurisdiction chosen by an agreement in the form of a record signed [or
otherwise authenticated] by the affected parties [in the manner provided in ORS 75.1040] or by a
provision in the person’s letter of credit, confirmation or other undertaking. The jurisdiction whose
law is chosen need not bear any relation to the transaction.
(2)(a) Unless subsection (1) of this section applies, the liability of an issuer, nominated person
or adviser for action or omission is governed by the law of the jurisdiction in which the person is
located. The person is considered to be located at the address indicated in the person’s undertaking.
If more than one address is indicated, the person is considered to be located at the address from
which the person’s undertaking was issued.
(b) For the purpose of jurisdiction, choice of law and recognition of interbranch letters of credit,
but not enforcement of a judgment, all branches of a bank are considered separate juridical entities
and a bank is considered to be located at the place where its relevant branch is considered to be
located under [this] paragraph (c) of this subsection.
(c) A branch of a bank is considered to be located at the address indicated in the branch’s
undertaking. If more than one address is indicated, the branch is considered to be located
at the address from which the undertaking was issued.
(3)(a) Except as provided in this subsection, the liability of an issuer, nominated person or ad-
viser is governed by any rules of custom or practice, such as the Uniform Customs and Practice for
Documentary Credits, to which the letter of credit, confirmation or other undertaking is expressly
made subject.
(b) Except to the extent of any conflict with the nonvariable provisions specified in ORS 75.1030
(3), rules of custom or practice govern if:
(A) This chapter would govern the liability of an issuer, nominated person or adviser under
subsection (1) or (2) of this section;
(B) The relevant undertaking incorporates rules of custom or practice; and
(C) There is conflict between this chapter and those rules as applied to that undertaking.
(4) If there is conflict between this chapter and ORS chapters 73, 74, 74A or 79, this chapter
governs.
(5) The forum for settling disputes arising out of an undertaking under this chapter may be
chosen in the manner and with the binding effect that governing law may be chosen in accordance
with subsection (1) of this section.
AMENDMENTS FROM UCC ARTICLE 7
Enrolled Senate Bill 167 (SB 167-INTRO) Page 19
TO ORS CHAPTER 77
SECTION 37. ORS 77.1020 is amended to read:
77.1020. (1) In this chapter, unless the context otherwise requires:
(a) “Bailee” means a person that by a warehouse receipt, bill of lading or other document of
title acknowledges possession of goods and contracts to deliver them.
(b) “Carrier” means a person that issues a bill of lading.
(c) “Consignee” means a person named in a bill of lading to which or to whose order the bill
promises delivery.
(d) “Consignor” means a person named in a bill of lading as the person from which the goods
have been received for shipment.
(e) “Delivery order” means a record that contains an order to deliver goods directed to a
warehouse, carrier or other person that in the ordinary course of business issues warehouse receipts
or bills of lading.
(f) “Goods” means all things that are treated as movable for the purposes of a contract for
storage or transportation.
(g) “Issuer” means a bailee that issues a document of title or, in the case of an unaccepted de-
livery order, the person that orders the possessor of goods to deliver. The term includes a person
for which an agent or employee purports to act in issuing a document if the agent or employee has
real or apparent authority to issue documents, even if the issuer did not receive any goods, the
goods were misdescribed, or in any other respect the agent or employee violated the issuer’s in-
structions.
(h) “Person entitled under the document” means the holder, in the case of a negotiable document
of title, or the person to which delivery of the goods is to be made by the terms of, or pursuant to
instructions in a record under, a nonnegotiable document of title.
[(i) “Record” means information that is inscribed on a tangible medium or that is stored in an
electronic or other medium and is retrievable in perceivable form.]
[(j) “Sign” means, with present intent to authenticate or adopt a record:]
[(A) To execute or adopt a tangible symbol; or]
[(B) To attach to or logically associate with the record an electronic sound, symbol or process.]
[(k)] (i) “Shipper” means a person that enters into a contract of transportation with a carrier.
[(L)] (j) “Warehouse” means a person engaged in the business of storing goods for hire.
(2) Definitions in other chapters applying to this chapter and the sections in which they appear
are:
(a) “Contract for sale,” as defined in ORS 72.1060.
(b) “Lessee in the ordinary course of business,” as defined in ORS 72A.1030.
(c) “Receipt” of goods, as defined in ORS 72.1030.
(3) In addition, ORS chapter 71 contains general definitions and principles of construction and
interpretation applicable throughout this chapter.
SECTION 38. ORS 77.1060 is amended to read:
77.1060. (1) A person has control of an electronic document of title if a system employed for
evidencing the transfer of interests in the electronic document reliably establishes that person as
the person to which the electronic document was issued or transferred.
(2) A system satisfies subsection (1) of this section, and a person [is deemed to have] has control
of an electronic document of title, if the document is created, stored and [assigned] transferred in
[such] a manner that:
(a) A single authoritative copy of the document exists which is unique, identifiable and, except
as otherwise provided in paragraphs (d), (e) and (f) of this subsection, unalterable;
(b) The authoritative copy identifies the person asserting control as:
(A) The person to which the document was issued; or
(B) If the authoritative copy indicates that the document has been transferred, the person to
which the document was most recently transferred;
Enrolled Senate Bill 167 (SB 167-INTRO) Page 20
(c) The authoritative copy is communicated to and maintained by the person asserting control
or a designated custodian;
(d) Copies or amendments that add or change an identified [assignee] transferee of the author-
itative copy can be made only with the consent of the person asserting control;
(e) Each copy of the authoritative copy and any copy of a copy is readily identifiable as a copy
that is not the authoritative copy; and
(f) Any amendment of the authoritative copy is readily identifiable as authorized or unauthor-
ized.
(3) A system satisfies subsection (1) of this section, and a person has control of an elec-
tronic document of title, if an authoritative electronic copy of the document, a record at-
tached to or logically associated with the electronic copy or a system in which the electronic
copy is recorded:
(a) Enables the person readily to identify each electronic copy as either an authoritative
copy or a nonauthoritative copy;
(b) Enables the person readily to identify itself in any way, including by name, identifying
number, cryptographic key, office or account number, as the person to which each authori-
tative electronic copy was issued or transferred; and
(c) Gives the person exclusive power, subject to subsection (4) of this section, to:
(A) Prevent others from adding or changing the person to which each authoritative
electronic copy has been issued or transferred; and
(B) Transfer control of each authoritative electronic copy.
(4) Subject to subsection (5) of this section, a power is exclusive under subsection (3)(c)
of this section even if:
(a) The authoritative electronic copy, a record attached to or logically associated with
the authoritative electronic copy, or a system in which the authoritative electronic copy is
recorded limits the use of the document of title or has a protocol that is programmed to
cause a change, including a transfer or loss of control; or
(b) The power is shared with another person.
(5) A power of a person is not shared with another person under subsection (4)(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 document of title.
(6) If a person has the powers specified in subsection (3)(c) of this section, the powers
are presumed to be exclusive.
(7) A person has control of an electronic document of title if another person, other than
the transferor to the person of an interest in the document:
(a) Has control of the document and acknowledges that it has control on behalf of the
person; or
(b) Obtains control of the document after having acknowledged that it will obtain control
of the document on behalf of the person.
(8) A person that has control under this section is not required to acknowledge that it
has control on behalf of another person.
(9) If a person acknowledges that it has or will obtain control on behalf of another per-
son, unless the person otherwise agrees or law other than this chapter or ORS chapter 79
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.
AMENDMENTS FROM UCC ARTICLE 8
TO ORS CHAPTER 78
Enrolled Senate Bill 167 (SB 167-INTRO) Page 21
SECTION 39. ORS 78.1020 is amended to read:
78.1020. (1) In this chapter:
(a) “Adverse claim” means a claim in which a claimant who has a property interest in a finan-
cial asset asserts that it is a violation of the rights of the claimant for another person to hold,
transfer or deal with the financial asset.
(b) “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 in-
dorsement.
(c) “Broker” means a person defined as a broker or dealer under the federal securities laws, but
does not exclude a bank acting in that capacity.
(d) “Certificated security” means a security that is represented by a certificate.
(e) “Clearing corporation” means:
(A) A person that is registered as a clearing agency under the federal securities laws;
(B) A federal reserve bank; or
(C) 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 cor-
poration, including promulgation of rules, are subject to regulation by a federal or state govern-
mental authority.
(f) “Communicate” means to:
(A) Send a signed [writing] record; or
(B) Transmit information by any mechanism agreed upon by the persons transmitting and re-
ceiving the information.
(g) “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 ORS 78.5010 (2)(b) or (c), that person is the entitlement holder.
(h) “Entitlement order” means a notification communicated to a securities intermediary direct-
ing transfer or redemption of a financial asset to which the entitlement holder has a security
entitlement.
(i)(A) “Financial asset,” except as otherwise provided in ORS 78.1030, means:
(i) A security;
(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, that is, or is of a type, dealt in or traded on financial markets,
or that is recognized in any area in which it is issued or dealt in as a medium for investment; or
(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 chapter.
(B) As context requires, “financial asset” 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.
(j) “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 the power to assign, transfer or redeem it.
(k) “Instruction” means a notification communicated to the issuer of an uncertificated security
that directs that the transfer of the security be registered or that the security be redeemed.
(L) “Registered form,” as applied to a certificated security, means a form in which:
(A) The security certificate specifies a person entitled to the security; and
(B) 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.
(m) “Securities intermediary” means:
(A) A clearing corporation; or
Enrolled Senate Bill 167 (SB 167-INTRO) Page 22
(B) A person, including a bank or broker, that in the ordinary course of business maintains se-
curities accounts for others and is acting in that capacity.
(n) “Security,” except as otherwise provided in ORS 78.1030, 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:
(A) That 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;
(B) That 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
(C)(i) That is, or is of a type, dealt in or traded on securities exchanges or securities markets;
or
(ii) That is a medium for investment and by its terms expressly provides that it is a security
governed by this chapter.
(o) “Security certificate” means a certificate representing a security.
(p) “Security entitlement” means the rights and property interest of an entitlement holder with
respect to a financial asset specified in ORS 78.5010 to 78.5110.
(q) “Uncertificated security” means a security that is not represented by a certificate.
(2) [Other] The following definitions [applying to] in this chapter and [the sections in which they
appear are] other chapters apply to this chapter:
(a) “Appropriate person” as defined in ORS 78.1070.
(b) “Control” as defined in ORS 78.1060.
(c) “Controllable account” as defined in ORS 79.0102.
(d) “Controllable electronic record” as defined in section 95 of this 2025 Act.
(e) “Controllable payment intangible” as defined in ORS 79.0102.
[(c)] (f) “Delivery” as defined in ORS 78.3010.
[(d)] (g) “Investment company security” as defined in ORS 78.1030.
[(e)] (h) “Issuer” as defined in ORS 78.2010.
[(f)] (i) “Overissue” as defined in ORS 78.2100.
[(g)] (j) “Protected purchaser” as defined in ORS 78.3030.
[(h)] (k) “Securities account” as defined in ORS 78.5010.
(3) In addition, ORS chapter 71 contains general definitions and principles of construction and
interpretation applicable throughout this chapter.
(4) The characterization of a person, business or transaction for purposes of this chapter does
not determine the characterization of the person, business or transaction for purposes of any other
law, regulation or rule.
SECTION 40. ORS 78.1030 is amended to read:
78.1030. (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 regis-
tered 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, 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 chapter 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 chapter and not by ORS chapter
73, even though it also meets the requirements of that chapter. However, a negotiable instrument
governed by ORS chapter 73 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.
Enrolled Senate Bill 167 (SB 167-INTRO) Page 23
(6) A commodity contract, as defined in ORS 79.0102, is not a security or a financial asset.
(7) A document of title is not a financial asset unless ORS 78.1020 (1)(i)(A)(iii) applies.
(8) A controllable account, controllable electronic record or controllable payment intan-
gible is not a financial asset unless ORS 78.1020 (1)(i)(A)(iii) applies.
SECTION 41. ORS 78.1060 is amended to read:
78.1060. (1) A purchaser has control of a certificated security in bearer form if the certificated
security is delivered to the purchaser.
(2) A purchaser has control of a certificated security in registered form if the certificated se-
curity is delivered to the purchaser, and:
(a) The certificate is indorsed to the purchaser or in blank by an effective indorsement; or
(b) The certificate is registered in the name of the purchaser, upon original issue or registration
of transfer by the issuer.
(3) A purchaser has control of an uncertificated security if:
(a) The uncertificated security is delivered to the purchaser; or
(b) The issuer has agreed to comply with instructions originated by the purchaser without fur-
ther consent by the registered owner.
(4) A purchaser has control of a security entitlement if:
(a) The purchaser becomes the entitlement holder;
(b) The securities intermediary has agreed to comply with entitlement orders originated by the
purchaser without further consent by the entitlement holder; or
(c) Another person [has control of the security entitlement on behalf of the purchaser or, having
previously acquired control of the security entitlement, acknowledges that the person has control on
behalf of the purchaser], other than the transferor to the purchaser of an interest in the se-
curity entitlement:
(A) Has control of the security entitlement and acknowledges that it has control on be-
half of the purchaser; or
(B) Obtains control of the security entitlement after having acknowledged that it will
obtain control of the security entitlement on behalf of the purchaser.
(5) If an interest in a security entitlement is granted by the entitlement holder to the
entitlement holder’s own securities intermediary, the securities intermediary has control.
(6) A purchaser who has satisfied the requirements of subsection (3) or (4) of this section has
control, even if the registered owner in the case of subsection (3) of this section, or the entitlement
holder in the case of subsection (4) of this section, retains the right to make substitutions for the
uncertificated security or security entitlement, to originate instructions or entitlement orders to the
issuer or securities intermediary or otherwise to deal with the uncertificated security or security
entitlement.
(7) An issuer or a securities intermediary may not enter into an agreement of the kind described
in subsection (3)(b) or (4)(b) of this section without the consent of the registered owner or
entitlement holder, but an issuer or a securities intermediary is not required to enter into such an
agreement even though the registered owner or entitlement holder so directs. An issuer or securities
intermediary that has entered into such an agreement is not required to confirm the existence of
the agreement to another party unless requested to do so by the registered owner or entitlement
holder.
(8) A person that has control under this section is not required to acknowledge that it
has control on behalf of a purchaser.
(9) If a person acknowledges that it has or will obtain control on behalf of a purchaser,
unless the person otherwise agrees or law other than this chapter or ORS chapter 79 oth-
erwise provides, the person does not owe any duty to the purchaser and is not required to
confirm the acknowledgment to any other person.
SECTION 42. ORS 78.1100 is amended to read:
78.1100. (1) The local law of the issuer’s jurisdiction, as defined in subsection (4) of this section,
governs:
Enrolled Senate Bill 167 (SB 167-INTRO) Page 24
(a) The validity of a security;
(b) The rights and duties of the issuer with respect to registration of transfer;
(c) The effectiveness of registration of transfer by the issuer;
(d) Whether the issuer owes any duties to an adverse claimant to a security; and
(e) Whether an adverse claim can be asserted against a person to whom transfer of a certif-
icated or uncertificated security is registered or a person who obtains control of an uncertificated
security.
(2) The local law of the securities intermediary’s jurisdiction, as specified in subsection (5) of
this section, governs:
(a) Acquisition of a security entitlement from the securities intermediary;
(b) The rights and duties of the securities intermediary and entitlement holder arising out of a
security entitlement;
(c) Whether the securities intermediary owes any duties to an adverse claimant to a security
entitlement; and
(d) Whether an adverse claim can be asserted against a person who acquires a security
entitlement from the securities intermediary or a person who purchases a security entitlement or
interest therein from an entitlement holder.
(3) The local law of the jurisdiction in which a security certificate is located at the time of de-
livery governs whether an adverse claim can be asserted against a person to whom the security
certificate is delivered.
(4) “Issuer’s jurisdiction” means the jurisdiction under which the issuer of the security is or-
ganized or, if permitted by the law of that jurisdiction, the law of another jurisdiction specified by
the issuer. An issuer organized under the law of this state may specify the law of another jurisdic-
tion as the law governing the matters specified in subsection (1)(b) to (e) of this section.
(5) The following rules determine a securities intermediary’s jurisdiction for purposes of this
section:
(a) If an agreement between the securities intermediary and its entitlement holder governing the
securities account expressly provides that a particular jurisdiction is the securities intermediary’s
jurisdiction for purposes of ORS 78.1010 to 78.1160, this chapter or ORS chapter 79, that jurisdiction
is the securities intermediary’s jurisdiction.
(b) If paragraph (a) of this subsection does not apply and an agreement between the securities
intermediary and its entitlement holder governing the securities account expressly provides that the
agreement is governed by the law of a particular jurisdiction, that jurisdiction is the securities
intermediary’s jurisdiction.
(c) If neither paragraph (a) nor (b) of this subsection applies and an agreement between the se-
curities intermediary and its entitlement holder governing the securities account expressly provides
that the securities account is maintained at an office in a particular jurisdiction, that jurisdiction
is the securities intermediary’s jurisdiction.
(d) If paragraphs (a) to (c) of this subsection do not apply, the securities intermediary’s juris-
diction is the jurisdiction in which the office identified in an account statement as the office serving
the entitlement holder’s account is located.
(e) If paragraphs (a) to (d) of this subsection do not apply, the securities intermediary’s juris-
diction is the jurisdiction in which the chief executive office of the securities intermediary is lo-
cated.
(6) A securities intermediary’s jurisdiction is not determined by the physical location of certif-
icates representing financial assets, by the jurisdiction in which is organized the issuer of the fi-
nancial asset for which an entitlement holder has a security entitlement or by the location of
facilities for data processing or other record keeping concerning the account.
(7) The local law of the issuer’s jurisdiction or the securities intermediary’s jurisdiction
governs a matter or transaction specified in subsection (1) or (2) of this section even if the
matter or transaction does not bear any relation to the jurisdiction.
SECTION 43. ORS 78.3030 is amended to read:
Enrolled Senate Bill 167 (SB 167-INTRO) Page 25
78.3030. (1) “Protected purchaser” means a purchaser of a certificated or uncertificated security,
or of an interest therein, who:
(a) Gives value;
(b) Does not have notice of any adverse claim to the security; and
(c) Obtains control of the certificated or uncertificated security.
(2) [In addition to acquiring the rights of a purchaser,] A protected purchaser [also] acquires its
interest in the security free of any adverse claim.
AMENDMENTS FROM UCC ARTICLE 9
TO ORS CHAPTER 79
SECTION 44. ORS 79.0102 is amended to read:
79.0102. (1) As used in this chapter:
(a) “Accession” means goods that are physically united with other goods in such a manner that
the identity of the original goods is not lost.
(b) “Account,” except as used in “account for,” “account statement,” “account to,” “com-
modity account,” as defined in paragraph (o) of this subsection, “customer’s account,” “de-
posit account,” as defined in paragraph (ff) of this subsection, “on account of” and
“statement of account”:
(A) Means a right to payment of a monetary obligation, whether or not earned by performance:
(i) For property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed
of;
(ii) For services rendered or to be rendered;
(iii) For a policy of insurance issued or to be issued;
(iv) For a secondary obligation incurred or to be incurred;
(v) For energy provided or to be provided;
(vi) For the use or hire of a vessel under a charter or other contract;
(vii) Arising out of the use of a credit or charge card or information contained on or for use
with the card; or
(viii) As winnings in a lottery or other game of chance operated or sponsored by a state, gov-
ernmental unit of a state, or person licensed or authorized to operate the game by a state or gov-
ernmental unit of a state. The term includes controllable accounts and health-care-insurance
receivables.
(B) Does not include:
(i) [Rights to payment evidenced by chattel paper or an instrument] Chattel paper;
(ii) Commercial tort claims;
(iii) Deposit accounts;
(iv) Investment property;
(v) Letter-of-credit rights or letters of credit; [or]
(vi) Rights to payment for money or funds advanced or sold, other than rights arising out of the
use of a credit or charge card or information contained on or for use with the card[.]; or
(vii) Rights to payment evidenced by an instrument.
(c)(A) “Account debtor” means a person obligated on an account, chattel paper or general in-
tangible.
(B) The term does not include persons obligated to pay a negotiable instrument, even if the
negotiable instrument [constitutes part of] evidences chattel paper.
(d) “Accounting,” except as used in “accounting for,” means a record:
(A) [Authenticated] Signed by a secured party;
(B) Indicating the aggregate unpaid secured obligations as of a date not more than 35 days
earlier or 35 days later than the date of the record; and
(C) Identifying the components of the obligations in reasonable detail.
Enrolled Senate Bill 167 (SB 167-INTRO) Page 26
(e) “Agricultural lien” means an interest, other than a security interest or a lien created under
ORS 87.226, 87.228, 87.700 to 87.736 or 87.750 to 87.777, in farm products:
(A) Which secures payment or performance of an obligation for:
(i) Goods or services furnished in connection with a debtor’s farming operation; or
(ii) Rent on real property leased by a debtor in connection with its farming operation;
(B) Which is created by statute in favor of a person that:
(i) In the ordinary course of its business furnished goods or services to a debtor in connection
with a debtor’s farming operation; or
(ii) Leased real property to a debtor in connection with the debtor’s farming operation; and
(C) Whose effectiveness does not depend on the person’s possession of the personal property.
(f) “As-extracted collateral” means:
(A) Oil, gas or other minerals that are subject to a security interest that:
(i) Is created by a debtor having an interest in the minerals before extraction; and
(ii) Attaches to the minerals as extracted; or
(B) Accounts arising out of the sale at the wellhead or minehead of oil, gas or other minerals
in which the debtor had an interest before extraction.
[(g) “Authenticate” means:]
[(A) To sign; or]
[(B) With present intent to adopt or accept a record, to attach to or logically associate with the
record an electronic sound, symbol or process.]
(g) “Assignee,” except as used in “assignee for the benefit of creditors,” means a person:
(A) In whose favor a security interest that secures an obligation is created or provided
for under a security agreement, whether or not the obligation is outstanding; or
(B) To which an account, chattel paper, payment intangible or promissory note has been
sold. The term includes a person to which a security interest has been transferred by a se-
cured party.
(h) “Assignor” means a person that:
(A) Under a security agreement creates or provides for a security interest that secures
an obligation; or
(B) Sells an account, chattel paper, payment intangible or promissory note. The term
includes a secured party that has transferred a security interest to another person.
[(h)] (i) “Bank” means an organization that is engaged in the business of banking. The term in-
cludes savings banks, savings and loan associations, credit unions and trust companies.
[(i)] (j) “Cash proceeds” means proceeds that are money, checks, deposit accounts or the like.
[(j)] (k) “Certificate of title” means a certificate of title with respect to which a statute provides
for the security interest in question to be indicated on the certificate as a condition or result of the
security interest’s obtaining priority over the rights of a lien creditor with respect to the collateral.
“Certificate of title” includes another record maintained as an alternative to the certificate of title
by the governmental unit that issues certificates of title if a statute permits the security interest in
question to be indicated on the record as a condition or result of the security interest’s obtaining
priority over the rights of the lien creditor with respect to the collateral.
[(k)(A)] (L)(A) “Chattel paper” means: [a record or records that evidence both a monetary obli-
gation and a security interest in specific goods, a security interest in specific goods and software used
in the goods, a security interest in specific goods and license of software used in the goods, a lease of
specific goods, or a lease of specific goods and license of software used in the goods. In this paragraph,
“monetary obligation” means a monetary obligation secured by the goods or owed under a lease of the
goods and includes a monetary obligation with respect to software used in the goods.]
(i) A right to payment of a monetary obligation secured by specific goods, if the right to
payment and security agreement are evidenced by a record; or
(ii) A right to payment of a monetary obligation owed by a lessee under a lease agree-
ment with respect to specific goods and a monetary obligation owed by the lessee in con-
nection with the transaction giving rise to the lease, if:
Enrolled Senate Bill 167 (SB 167-INTRO) Page 27
(I) The right to payment and lease agreement are evidenced by a record; and
(II) The predominant purpose of the transaction giving rise to the lease was to give the
lessee the right to possession and use of the goods. The term does not include a right to
payment arising out of a charter or other contract involving the use or hire of a vessel or
a right to payment arising out of the use of a credit or charge card or information contained
on or for use with the card.
(B) The term does not include[:] a right to payment arising out of a charter or other con-
tract involving the use or hire of a vessel or a right to payment arising out of the use of a
credit or charge card or information contained on or for use with the card.
[(i) Charters or other contracts involving the use or hire of a vessel; or]
[(ii) Records that evidence a right to payment arising out of the use of a credit or charge card or
information contained on or for use with the card. If a transaction is evidenced by records that include
an instrument or series of instruments, the group of records taken together constitutes chattel paper.]
[(L)] (m) “Collateral” means the property subject to a security interest or agricultural lien. The
term includes:
(A) Proceeds to which a security interest attaches;
(B) Accounts, chattel paper, payment intangibles and promissory notes that have been sold; and
(C) Goods that are the subject of a consignment.
[(m)] (n) “Commercial tort claim” means a claim arising in tort with respect to which:
(A) The claimant is an organization; or
(B) The claimant is an individual and the claim:
(i) Arose in the course of the claimant’s business or profession; and
(ii) Does not include damages arising out of personal injury to or the death of an individual.
[(n)] (o) “Commodity account” means an account maintained by a commodity intermediary in
which a commodity contract is carried for a commodity customer.
[(o)] (p) “Commodity contract” means a commodity futures contract, an option on a commodity
futures contract, a commodity option or another contract if the contract or option is:
(A) Traded on or subject to the rules of a board of trade that has been designated as a contract
market for such a contract pursuant to federal commodities laws; or
(B) Traded on a foreign commodity board of trade, exchange, or market, and is carried on the
books of a commodity intermediary for a commodity customer.
[(p)] (q) “Commodity customer” means a person for which a commodity intermediary carries a
commodity contract on its books.
[(q)] (r) “Commodity intermediary” means a person that:
(A) Is registered as a futures commission merchant under federal commodities law; or
(B) In the ordinary course of its business provides clearance or settlement services for a board
of trade that has been designated as a contract market pursuant to federal commodities law.
[(r)] (s) “Communicate” means:
(A) To send a written or other tangible record;
(B) To transmit a record by any means agreed upon by the persons sending and receiving the
record; or
(C) In the case of transmission of a record to or by a filing office, to transmit a record by any
means prescribed by filing-office rule.
[(s)] (t) “Consignee” means a merchant to which goods are delivered in a consignment.
[(t)] (u) “Consignment” means a transaction, regardless of its form, in which a person delivers
goods to a merchant for the purpose of sale and:
(A) The merchant:
(i) Deals in goods of that kind under a name other than the name of the person making delivery;
(ii) Is not an auctioneer; and
(iii) Is not generally known by its creditors to be substantially engaged in selling the goods of
others;
Enrolled Senate Bill 167 (SB 167-INTRO) Page 28
(B) With respect to each delivery, the aggregate value of the goods is $1,000 or more at the time
of delivery;
(C) The goods are not consumer goods immediately before delivery; and
(D) The transaction does not create a security interest that secures an obligation.
[(u)] (v) “Consignor” means a person that delivers goods to a consignee in a consignment.
[(v)] (w) “Consumer debtor” means a debtor in a consumer transaction.
[(w)] (x) “Consumer goods” means goods that are used or bought for use primarily for personal,
family or household purposes.
[(x)] (y) “Consumer-goods transaction” means a consumer transaction in which:
(A) An individual incurs an obligation primarily for personal, family or household purposes; and
(B) A security interest in consumer goods secures the obligation.
[(y)] (z) “Consumer obligor” means an obligor who is an individual and who incurred the obli-
gation as part of a transaction entered into primarily for personal, family or household purposes.
[(z)(A)] (aa)(A) “Consumer transaction” means a transaction in which:
(i) An individual incurs an obligation primarily for personal, family or household purposes;
(ii) A security interest secures the obligation; and
(iii) The collateral is held or acquired primarily for personal, family or household purposes.
(B) The term includes consumer-goods transactions.
[(aa)] (bb) “Continuation statement” means an amendment of a financing statement which:
(A) Identifies, by its file number, the initial financing statement to which it relates; and
(B) Indicates that it is a continuation statement for, or that it is filed to continue the effec-
tiveness of, the identified financing statement.
(cc) “Controllable account” means an account evidenced by a controllable electronic re-
cord that provides that the account debtor undertakes to pay the person that has control
under section 98 of this 2025 Act of the controllable electronic record.
(dd) “Controllable payment intangible” means a payment intangible evidenced by a con-
trollable electronic record that provides that the account debtor undertakes to pay the per-
son that has control under section 98 of this 2025 Act of the controllable electronic record.
[(bb)] (ee) “Debtor” means:
(A) A person having an interest, other than a security interest or other lien, in the collateral,
whether or not the person is an obligor;
(B) A seller of accounts, chattel paper, payment intangibles or promissory notes; or
(C) A consignee.
[(cc)(A)] (ff)(A) “Deposit account” means a demand, time, savings, passbook or similar account
maintained with a bank.
(B) The term does not include investment property or accounts evidenced by an instrument.
[(dd)] (gg) “Document” means a document of title or a receipt of the type described in ORS
77.2010 (2).
[(ee) “Electronic chattel paper” means chattel paper evidenced by a record or records consisting of
information stored in an electronic medium.]
(hh) “Electronic money” means money in an electronic form.
[(ff)] (ii) “Encumbrance” means a right, other than an ownership interest, in real property. The
term includes mortgages and other liens on real property.
[(gg)] (jj) “Equipment” means goods other than inventory, farm products or consumer goods.
[(hh)] (kk) “Farm products” means goods, other than standing timber, with respect to which the
debtor is engaged in a farming operation and which are:
(A) Crops grown, growing, or to be grown, including:
(i) Crops produced on trees, vines and bushes; and
(ii) Aquatic goods produced in aquacultural operations;
(B) Livestock, born or unborn, including aquatic goods produced in aquacultural operations;
(C) Supplies used or produced in a farming operation; or
(D) Products of crops or livestock in their unmanufactured states.
Enrolled Senate Bill 167 (SB 167-INTRO) Page 29
[(ii)] (LL) “Farming operation” means raising, cultivating, propagating, fattening, grazing or any
other farming, livestock or aquacultural operation.
[(jj)] (mm) “File number” means the number assigned to an initial financing statement pursuant
to ORS 79.0519 (1).
[(kk)] (nn) “Filing office” means an office designated in ORS 79.0501 as the place to file a fi-
nancing statement.
[(LL)] (oo) “Filing-office rule” means a rule adopted pursuant to ORS 79.0526.
[(mm)] (pp) “Financing statement” means a record or records composed of an initial financing
statement and any filed record relating to the initial financing statement.
[(nn)] (qq) “Fixture filing” means the filing of a financing statement covering goods that are or
are to become fixtures and satisfying ORS 79.0502 (1) and (2). The term includes the filing of a fi-
nancing statement covering goods of a transmitting utility which are or are to become fixtures.
[(oo)(A)] (rr)(A) “Fixtures” means goods that have become so related to particular real property
that an interest in them arises under real property law.
(B) The term does not include portable irrigation equipment including movable pipe, pumps,
electrical pump panels, pump columns, electrical wire, wheel lines, center pivots and handlines.
(C) The term includes domestic pumps, domestic pump wire, domestic pump panels, domestic
pump columns and buried irrigation equipment including buried pipe, buried electrical wire and all
buried well casings.
[(pp)] (ss) “General intangible” means any personal property, including things in action, other
than accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods, instru-
ments, investment property, letter-of-credit rights, letters of credit, money and oil, gas or other
minerals before extraction. The term includes controllable electronic records, payment intangi-
bles and software.
[(qq)(A)] (tt)(A) “Goods” means all things that are movable when a security interest attaches.
(B) The term includes:
(i) Fixtures;
(ii) Standing timber that is to be cut and removed under a conveyance or contract for sale;
(iii) The unborn young of animals;
(iv) Crops grown, growing or to be grown, even if the crops are produced on trees, vines or
bushes; and
(v) Manufactured structures.
(C) The term also includes a computer program embedded in goods and any supporting infor-
mation provided in connection with a transaction relating to the program if:
(i) The program is associated with the goods in such a manner that it customarily is considered
part of the goods; or
(ii) By becoming the owner of the goods, a person acquires a right to use the program in con-
nection with the goods.
(D) The term does not include a computer program embedded in goods that consist solely of the
medium in which the program is embedded. The term also does not include accounts, chattel paper,
commercial tort claims, deposit accounts, documents, general intangibles, instruments, investment
property, letter-of-credit rights, letters of credit, money or oil, gas or other minerals before ex-
traction.
[(rr)] (uu) “Governmental unit” means a subdivision, agency, department, county, parish,
municipality or other unit of the government of the United States, a state or a foreign country. The
term includes an organization having a separate corporate existence if the organization is eligible
to issue debt on which interest is exempt from income taxation under the laws of the United States.
[(ss)] (vv) “Health-care-insurance receivable” means an interest in or claim under a policy of
insurance which is a right to payment of a monetary obligation for health-care goods or services
provided.
[(tt)(A)] (ww)(A) “Instrument” means a negotiable instrument or any other writing that evi-
dences a right to the payment of a monetary obligation, is not itself a security agreement or lease,
Enrolled Senate Bill 167 (SB 167-INTRO) Page 30
and is of a type that in ordinary course of business is transferred by delivery with any necessary
indorsement or assignment.
(B) The term does not include:
(i) Investment property;
(ii) Letters of credit; [or]
(iii) Writings that evidence a right to payment arising out of the use of a credit or charge card
or information contained on or for use with the card[.]; or
(iv) Writings that evidence chattel paper.
[(uu)] (xx) “Inventory” means goods, other than farm products, which:
(A) Are leased by a person as lessor;
(B) Are held by a person for sale or lease or to be furnished under a contract of service;
(C) Are furnished by a person under a contract of service; or
(D) Consist of raw materials, work in process, or materials used or consumed in a business.
[(vv)] (yy) “Investment property” means a security, whether certificated or uncertificated, se-
curity entitlement, securities account, commodity contract or commodity account.
[(ww)] (zz) “Jurisdiction of organization,” with respect to a registered organization, means the
jurisdiction under whose law the organization is organized.
[(xx)(A)] (aaa)(A) “Letter-of-credit right” means a right to payment or performance under a
letter of credit, whether or not the beneficiary has demanded or is at the time entitled to demand
payment or performance.
(B) The term does not include the right of a beneficiary to demand payment or performance
under a letter of credit.
[(yy)] (bbb) “Lien creditor” means:
(A) A creditor that has acquired a lien on the property involved by attachment, levy or the like;
(B) An assignee for benefit of creditors from the time of assignment;
(C) A trustee in bankruptcy from the date of the filing of the petition; or
(D) A receiver in equity from the time of appointment.
[(zz)] (ccc) “Manufactured structure” has the meaning given that term in ORS 446.561.
[(aaa)] (ddd) “Manufactured-structure transaction” means a secured transaction:
(A) That creates a purchase-money security interest in a manufactured structure, other than a
manufactured structure held as inventory; or
(B) In which a manufactured structure, other than a manufactured structure held as inventory,
is the primary collateral.
(eee) “Money” has the meaning given that term in ORS 71.2010 but does not include:
(A) A deposit account; or
(B) Money in an electronic form that cannot be subjected to control under section 47 of
this 2025 Act.
[(bbb)] (fff) “Mortgage” means a consensual interest in real property, including fixtures, which
secures payment or performance of an obligation.
[(ccc)] (ggg) “New debtor” means a person that becomes bound as debtor under ORS 79.0203 (4)
by a security agreement previously entered into by another person.
[(ddd)(A)] (hhh)(A) “New value” means:
(i) Money;
(ii) Money’s worth in property, services or new credit; or
(iii) Release by a transferee of an interest in property previously transferred to the transferee.
(B) The term does not include an obligation substituted for another obligation.
[(eee)] (iii) “Noncash proceeds” means proceeds other than cash proceeds.
[(fff)(A)] (jjj)(A) “Obligor” means a person that, with respect to an obligation secured by a se-
curity interest in or an agricultural lien on the collateral:
(i) Owes payment or other performance of the obligation;
(ii) Has provided property other than the collateral to secure payment or other performance of
the obligation; or
Enrolled Senate Bill 167 (SB 167-INTRO) Page 31
(iii) Is otherwise accountable in whole or in part for payment or other performance of the obli-
gation.
(B) The term does not include issuers or nominated persons under a letter of credit.
[(ggg)] (kkk) “Original debtor,” except as used in ORS 79.0310 (3), means a person that, as
debtor, entered into a security agreement to which a new debtor has become bound under ORS
79.0203 (4).
[(hhh)] (LLL) “Payment intangible” means a general intangible under which the account
debtor’s principal obligation is a monetary obligation. The term includes a controllable payment
intangible.
[(iii)] (mmm) “Person related to,” with respect to an individual, means:
(A) The spouse of the individual;
(B) A brother, brother-in-law, sister or sister-in-law of the individual;
(C) An ancestor or lineal descendant of the individual or the individual’s spouse; or
(D) Any other relative, by blood or marriage, of the individual or the individual’s spouse who
shares the same home with the individual.
[(jjj)] (nnn) “Person related to,” with respect to an organization, means:
(A) A person directly or indirectly controlling, controlled by, or under common control with the
organization;
(B) An officer or director of, or a person performing similar functions with respect to, the or-
ganization;
(C) An officer or director of, or a person performing similar functions with respect to, a person
described in subparagraph (A) of this paragraph;
(D) The spouse of an individual described in subparagraph (A), (B) or (C) of this paragraph; or
(E) An individual who is related by blood or marriage to an individual described in subpara-
graph (A), (B), (C) or (D) of this paragraph and shares the same home with the individual.
[(kkk)] (ooo) “Proceeds,” except as used in ORS 79.0609 (2), means the following property:
(A) Whatever is acquired upon the sale, lease, license, exchange or other disposition of collat-
eral;
(B) Whatever is collected on, or distributed on account of, collateral;
(C) Rights arising out of collateral;
(D) To the extent of the value of collateral, claims arising out of the loss, nonconformity or in-
terference with the use of, defects or infringement of rights in, or damage to, the collateral; or
(E) To the extent of the value of collateral and to the extent payable to the debtor or the se-
cured party, insurance payable by reason of the loss or nonconformity of, defects or infringement
of rights in, or damage to, the collateral.
[(LLL)] (ppp) “Promissory note” means an instrument that evidences a promise to pay a mone-
tary obligation, does not evidence an order to pay, and does not contain an acknowledgment by a
bank that the bank has received for deposit a sum of money or funds.
[(mmm)] (qqq) “Proposal” means a record [authenticated] signed by a secured party which in-
cludes the terms on which the secured party is willing to accept collateral in full or partial satis-
faction of the obligation it secures pursuant to ORS 79.0620, 79.0621 and 79.0622.
[(nnn)] (rrr) “Public-finance transaction” means a secured transaction in connection with which:
(A) Debt securities are issued;
(B) All or a portion of the securities issued have an initial stated maturity of at least 20 years;
and
(C) The debtor, obligor, secured party, account debtor or other person obligated on collateral,
assignor or assignee of a secured obligation, or assignor or assignee of a security interest is a state
or a governmental unit of a state.
[(ooo)] (sss) “Public organic record” means a record that is available to the public for inspection
and is:
Enrolled Senate Bill 167 (SB 167-INTRO) Page 32
(A) A record consisting of the record initially filed with or issued by a state or the United
States to form or organize an organization and any record filed with or issued by the state or the
United States that amends or restates the initial record;
(B) An organic record of a business trust consisting of the record initially filed with a state and
any record filed with the state that amends or restates the initial record, if a statute of the state
governing business trusts requires that the record be filed with the state; or
(C) A record consisting of legislation enacted by the legislature of a state or the Congress of
the United States that forms or organizes an organization, any record amending the legislation and
any record filed with or issued by the state or the United States that amends or restates the name
of the organization.
[(ppp)] (ttt) “Pursuant to commitment,” with respect to an advance made or other value given
by a secured party, means pursuant to the secured party’s obligation, whether or not a subsequent
event of default or other event not within the secured party’s control has relieved or may relieve
the secured party from its obligation.
[(qqq)] (uuu) “Record,” except as used in “for record,” “of record,” “record or legal title” and
“record owner,” means information that is inscribed on a tangible medium or which is stored in an
electronic or other medium and is retrievable in perceivable form.
[(rrr)] (vvv) “Registered organization” means an organization formed or organized solely under
the law of a single state or the United States by the filing of a public organic record with, the is-
suance of a public organic record by or the enactment of legislation by the state or the United
States. “Registered organization” includes a business trust that is formed or organized under the
law of a single state if a statute of the state governing business trusts requires that the business
trust’s organic record be filed with the state.
[(sss)] (www) “Secondary obligor” means an obligor to the extent that:
(A) The obligor’s obligation is secondary; or
(B) The obligor has a right of recourse with respect to an obligation secured by collateral
against the debtor, another obligor, or property of either.
[(ttt)] (xxx) “Secured party” means:
(A) A person in whose favor a security interest is created or provided for under a security
agreement, whether or not any obligation to be secured is outstanding;
(B) A person that holds an agricultural lien;
(C) A consignor;
(D) A person to which accounts, chattel paper, payment intangibles or promissory notes have
been sold;
(E) A trustee, indenture trustee, agent, collateral agent or other representative in whose favor
a security interest or agricultural lien is created or provided for; or
(F) A person that holds a security interest arising under ORS 72.4010, 72.5050, 72.7110 (3),
72A.5080 (5), 74.2100 or 75.1180.
[(uuu)] (yyy) “Security agreement” means an agreement that creates or provides for a security
interest.
[(vvv) “Send,” in connection with a record or notification, means:]
[(A) To deposit in the mail, deliver for transmission, or transmit by any other usual means of
communication, with postage or cost of transmission provided for, addressed to any address reasonable
under the circumstances; or]
[(B) To cause the record or notification to be received within the time that it would have been re-
ceived if properly sent under subparagraph (A) of this paragraph.]
[(www)(A)] (zzz)(A) “Software” means a computer program and any supporting information
provided in connection with a transaction relating to the program.
(B) The term does not include a computer program that is included in the definition of goods.
[(xxx)] (aaaa) “State” means a state of the United States, the District of Columbia, Puerto Rico,
the United States Virgin Islands or any territory or insular possession subject to the jurisdiction
of the United States.
Enrolled Senate Bill 167 (SB 167-INTRO) Page 33
[(yyy)] (bbbb) “Supporting obligation” means a letter-of-credit right or secondary obligation that
supports the payment or performance of an account, chattel paper, a document, a general intangible,
an instrument or investment property.
[(zzz) “Tangible chattel paper” means chattel paper evidenced by a record or records consisting
of information that is inscribed on a tangible medium.]
(cccc) “Tangible money” means money in a tangible form.
[(aaaa)] (dddd) “Termination statement” means an amendment of a financing statement which:
(A) Identifies, by its file number, the initial financing statement to which it relates; and
(B) Indicates either that it is a termination statement or that the identified financing statement
is no longer effective.
[(bbbb)] (eeee) “Transmitting utility” means an organization primarily engaged in the business
of:
(A) Operating a railroad, subway, street railway or trolley bus;
(B) Transmitting communications electrically, electromagnetically or by light;
(C) Transmitting goods by pipeline or sewer; or
(D) Transmitting or producing and transmitting electricity, steam, gas or water.
(2) “Control” as provided in ORS 77.1060 and the following definitions in other sections apply
to this chapter:
“Applicant” ORS 75.1020
“Beneficiary” ORS 75.1020
“Broker” ORS 78.1020
“Certificated security” ORS 78.1020
“Check” ORS 73.0104
“Clearing corporation” ORS 78.1020
“Contract for sale” ORS 72.1060
“Controllable electronic
record” Section 95
of this
2025 Act
“Customer” ORS 74.1040
“Entitlement holder” ORS 78.1020
“Financial asset” ORS 78.1020
“Holder in due course” ORS 73.0302
“Issuer” (with respect
to a letter of credit or
letter-of-credit right) ORS 75.1020
“Issuer” (with respect
to a security) ORS 78.2010
“Issuer” (with respect
to documents of title) ORS 77.1020
“Lease” ORS 72A.1030
“Lease agreement” ORS 72A.1030
“Lease contract” ORS 72A.1030
“Leasehold interest” ORS 72A.1030
“Lessee” ORS 72A.1030
“Lessee in ordinary course
of business” ORS 72A.1030
“Lessor” ORS 72A.1030
“Lessor’s residual
interest” ORS 72A.1030
“Letter of credit” ORS 75.1020
Enrolled Senate Bill 167 (SB 167-INTRO) Page 34
“Merchant” ORS 72.1040
“Negotiable instrument” ORS 73.0104
“Nominated person” ORS 75.1020
“Note” ORS 73.0104
“Proceeds of a letter
of credit” ORS 75.1140
“Protected purchaser” ORS 78.3030
“Prove” ORS 73.0103
“Qualifying purchaser” Section 95
of this
2025 Act
“Sale” ORS 72.1060
“Securities account” ORS 78.5010
“Securities intermediary” ORS 78.1020
“Security” ORS 78.1020
“Security certificate” ORS 78.1020
“Security entitlement” ORS 78.1020
“Uncertificated security” ORS 78.1020
(3) ORS chapter 71 contains general definitions and principles of construction and interpretation
applicable throughout this chapter.
SECTION 45. ORS 79.0104 is amended to read:
79.0104. (1) A secured party has control of a deposit account if:
(a) The secured party is the bank with which the deposit account is maintained;
(b) The debtor, secured party and bank have agreed in [an authenticated] a signed record that
the bank will comply with instructions originated by the secured party directing disposition of the
funds in the deposit account without further consent by the debtor; [or]
(c) The secured party becomes the bank’s customer with respect to the deposit account[.]; or
(d) Another person, other than the debtor:
(A) Has control of the deposit account and acknowledges that it has control on behalf
of the secured party; or
(B) Obtains control of the deposit account after having acknowledged that it will obtain
control of the deposit account on behalf of the secured party.
(2) A secured party that has satisfied subsection (1) of this section has control, even if the
debtor retains the right to direct the disposition of funds from the deposit account.
SECTION 46. ORS 79.0105 is amended to read:
79.0105. [(1) A secured party has control of electronic chattel paper if a system employed for evi-
dencing the transfer of interests in the chattel paper reliably establishes the secured party as the person
to which the chattel paper was assigned.]
[(2) A system satisfies the provisions of subsection (1) of this section if the record or records com-
prising the chattel paper are created, stored and assigned in such a manner that:]
[(a) A single authoritative copy of the record or records exists which is unique, identifiable and,
except as otherwise provided in paragraphs (d), (e) and (f) of this subsection, unalterable;]
[(b) The authoritative copy identifies the secured party as the assignee of the record or records;]
[(c) The authoritative copy is communicated to and maintained by the secured party or its desig-
nated custodian;]
[(d) Copies or amendments that add or change an identified assignee of the authoritative copy can
be made only with the consent of the secured party;]
[(e) Each copy of the authoritative copy and any copy of a copy is readily identifiable as a copy that
is not the authoritative copy; and]
[(f) Any amendment of the authoritative copy is readily identifiable as authorized or
unauthorized.]
Enrolled Senate Bill 167 (SB 167-INTRO) Page 35
(1) A purchaser has control of an authoritative electronic copy of a record evidencing
chattel paper if a system employed for evidencing the assignment of interests in the chattel
paper reliably establishes the purchaser as the person to which the authoritative electronic
copy was assigned.
(2) A system satisfies subsection (1) of this section if the record or records evidencing
the chattel paper are created, stored and assigned in a manner that:
(a) A single authoritative copy of the record or records exists that is unique, identifiable
and, except as otherwise provided in paragraphs (d), (e) and (f) of this subsection, unalter-
able;
(b) The authoritative copy identifies the purchaser as the assignee of the record or re-
cords;
(c) The authoritative copy is communicated to and maintained by the purchaser or its
designated custodian;
(d) Copies or amendments that add or change an identified assignee of the authoritative
copy can be made only with the consent of the purchaser;
(e) Each copy of the authoritative copy and any copy of a copy is readily identifiable as
a copy that is not the authoritative copy; and
(f) Any amendment of the authoritative copy is readily identifiable as authorized or un-
authorized.
(3) A system satisfies subsection (1) of this section, and a purchaser has control of an
authoritative electronic copy of a record evidencing chattel paper, if the electronic copy, a
record attached to or logically associated with the electronic copy, or a system in which the
electronic copy is recorded:
(a) Enables the purchaser readily to identify each electronic copy as either an authori-
tative copy or a nonauthoritative copy;
(b) Enables the purchaser readily to identify itself in any way, including by name, iden-
tifying number, cryptographic key, office or account number, as the assignee of the author-
itative electronic copy; and
(c) Gives the purchaser exclusive power, subject to subsection (4) of this section, to:
(A) Prevent others from adding or changing an identified assignee of the authoritative
electronic copy; and
(B) Transfer control of the authoritative electronic copy.
(4) Subject to subsection (5) of this section, a power is exclusive under subsection (3)(c)
of this section even if:
(a) The authoritative electronic copy, a record attached to or logically associated with
the authoritative electronic copy or a system in which the authoritative electronic copy is
recorded limits the use of the authoritative electronic copy or has a protocol programmed
to cause a change, including a transfer or loss of control; or
(b) The power is shared with another person.
(5) A power of a purchaser is not shared with another person under subsection (4)(b) of
this section and the purchaser’s power is not exclusive if:
(a) The purchaser 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 purchaser; or
(B) Is the transferor to the purchaser of an interest in the chattel paper.
(6) If a purchaser has the powers specified in subsection (3)(c) of this section, the powers
are presumed to be exclusive.
(7) A purchaser has control of an authoritative electronic copy of a record evidencing
chattel paper if another person, other than the transferor to the purchaser of an interest in
the chattel paper:
Enrolled Senate Bill 167 (SB 167-INTRO) Page 36
(a) Has control of the authoritative electronic copy and acknowledges that it has control
on behalf of the purchaser; or
(b) Obtains control of the authoritative electronic copy after having acknowledged that
it will obtain control of the electronic copy on behalf of the purchaser.
SECTION 46a. Sections 47, 48 and 49 of this 2025 Act are added to and made a part of
ORS chapter 79.
SECTION 47. (1) A person has control of electronic money if:
(a) The electronic money, a record attached to or logically associated with the electronic
money, or a system in which the electronic money is recorded gives the person:
(A) Power to avail itself of substantially all the benefit from the electronic money; and
(B) Exclusive power, subject to subsection (2) of this section, to:
(i) Prevent others from availing themselves of substantially all the benefit from the
electronic money; and
(ii) Transfer control of the electronic money to another person or cause another person
to obtain control of other electronic money as a result of the transfer of the electronic
money; and
(b) The electronic money, a record attached to or logically associated with the electronic
money, or a system in which the electronic money is recorded 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 under 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 electronic money, a record attached to or logically associated with the electronic
money or a system in which the electronic money is recorded limits the use of the electronic
money or has a protocol programmed to cause a change, including a transfer or loss of
control; 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 electronic money.
(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 electronic money if another person, other than the transferor
to the person of an interest in the electronic money:
(a) Has control of the electronic money and acknowledges that it has control on behalf
of the person; or
(b) Obtains control of the electronic money after having acknowledged that it will obtain
control of the electronic money on behalf of the person.
SECTION 48. (1) A secured party has control of a controllable electronic record as pro-
vided in section 98 of this 2025 Act.
(2) A secured party has control of a controllable account or controllable payment intan-
gible if the secured party has control of the controllable electronic record that evidences the
controllable account or controllable payment intangible.
SECTION 49. (1) A person that has control under ORS 79.0104 or 79.0105 or section 47 of
this 2025 Act is not required to acknowledge that it has control on behalf of another person.
(2) If a person acknowledges that it has or will obtain control on behalf of another per-
son, unless the person otherwise agrees or law other than this chapter otherwise provides,
Enrolled Senate Bill 167 (SB 167-INTRO) Page 37
the person does not owe any duty to the other person and is not required to confirm the
acknowledgement to any other person.
SECTION 50. ORS 79.0203 is amended to read:
79.0203. (1) Except as otherwise provided in subsections (3) to (9) of this section, a security
interest attaches to collateral when it becomes enforceable against the debtor with respect to the
collateral, unless an agreement expressly postpones the time of attachment.
(2) Except as otherwise provided in subsections (3) to (9) of this section, a security interest is
enforceable against the debtor and third parties with respect to the collateral only if:
(a) Value has been given;
(b) The debtor has rights in the collateral or the power to transfer rights in the collateral to a
secured party; and
(c) One of the following conditions is met:
(A) The debtor has [authenticated] signed a security agreement that provides a description of
the collateral and, if the security interest covers timber to be cut, a description of the land con-
cerned;
(B) The collateral is not a certificated security and is in the possession of the secured party
under ORS 79.0313 pursuant to the debtor’s security agreement;
(C) The collateral is a certificated security in registered form and the security certificate has
been delivered to the secured party under ORS 78.3010 pursuant to the debtor’s security agreement;
[or]
(D) The collateral is controllable accounts, controllable electronic records, controllable
payment intangibles, deposit accounts, electronic [chattel paper] documents, electronic money,
investment property[,] or letter-of-credit rights, [or electronic documents,] and the secured party has
control under ORS 77.1060, 79.0104, [79.0105,] 79.0106 or 79.0107 or section 47 or 48 of this 2025
Act pursuant to the debtor’s security agreement[.]; or
(E) The collateral is chattel paper and the secured party has possession and control un-
der section 65 of this 2025 Act pursuant to the debtor’s security agreement.
(3) Subsection (2) of this section is subject to ORS 74.2100 on the security interest of a collecting
bank, ORS 75.1180 on the security interest of a letter-of-credit issuer or nominated person, ORS
79.0110 on a security interest arising under ORS chapter 72 or 72A and ORS 79.0206 on security
interests in investment property.
(4) A person becomes bound as debtor by a security agreement entered into by another person
if, by operation of law other than this chapter or by contract:
(a) The security agreement becomes effective to create a security interest in the person’s prop-
erty; or
(b) The person becomes generally obligated for the obligations of the other person, including the
obligation secured under the security agreement, and acquires or succeeds to all or substantially
all of the assets of the other person.
(5) If a new debtor becomes bound as debtor by a security agreement entered into by another
person:
(a) The agreement satisfies subsection (2)(c) of this section with respect to existing or after-
acquired property of the new debtor to the extent the property is described in the agreement; and
(b) Another agreement is not necessary to make a security interest in the property enforceable.
(6) The attachment of a security interest in collateral gives the secured party the rights to
proceeds provided by ORS 79.0315 and is also attachment of a security interest in a supporting ob-
ligation for the collateral.
(7) The attachment of a security interest in a right to payment or performance secured by a
security interest or other lien on personal or real property is also attachment of a security interest
in the security interest, mortgage or other lien.
(8) The attachment of a security interest in a securities account is also attachment of a security
interest in the security entitlements carried in the securities account.
Enrolled Senate Bill 167 (SB 167-INTRO) Page 38
(9) The attachment of a security interest in a commodity account is also attachment of a secu-
rity interest in the commodity contracts carried in the commodity account.
SECTION 51. ORS 79.0204 is amended to read:
79.0204. (1) Except as otherwise provided in subsection (2) of this section, a security agreement
may create or provide for a security interest in after-acquired collateral.
(2)(a) Subject to paragraph (b) of this subsection, a security interest does not attach under
a term constituting an after-acquired property clause to:
[(a)] (A) Consumer goods, other than an accession when given as additional security, unless the
debtor acquires rights in them within 10 days after the secured party gives value; or
[(b)] (B) A commercial tort claim.
(b) Paragraph (a) of this subsection does not prevent a security interest from attaching:
(A) To consumer goods as proceeds under ORS 79.0315 (1); or
(B) Under an after-acquired property clause to property that is proceeds of consumer
goods or a commercial tort claim.
(3) A security agreement may provide that collateral secures, or that accounts, chattel paper,
payment intangibles or promissory notes are sold in connection with, future advances or other value,
whether or not the advances or value are given pursuant to commitment.
SECTION 52. ORS 79.0207 is amended to read:
79.0207. (1) Except as otherwise provided in subsection (4) of this section, a secured party shall
use reasonable care in the custody and preservation of collateral in the secured party’s possession.
In the case of chattel paper or an instrument, reasonable care includes taking necessary steps to
preserve rights against prior parties unless otherwise agreed.
(2) Except as otherwise provided in subsection (4) of this section, if a secured party has pos-
session of collateral:
(a) Reasonable expenses, including the cost of insurance and payment of taxes or other charges,
incurred in the custody, preservation, use or operation of the collateral are chargeable to the debtor
and are secured by the collateral;
(b) The risk of accidental loss or damage is on the debtor to the extent of a deficiency in any
effective insurance coverage;
(c) The secured party shall keep the collateral identifiable, but fungible collateral may be
commingled; and
(d) The secured party may use or operate the collateral:
(A) For the purpose of preserving the collateral or its value;
(B) As permitted by an order of a court having competent jurisdiction; or
(C) Except in the case of consumer goods, in the manner and to the extent agreed by the debtor.
(3) Except as otherwise provided in subsection (4) of this section, a secured party having pos-
session of collateral or control of collateral under ORS 77.1060, 79.0104, 79.0105, 79.0106 or 79.0107
or section 47 or 48 of this 2025 Act:
(a) May hold as additional security any proceeds, except money or funds, received from the
collateral;
(b) Shall apply money or funds received from the collateral to reduce the secured obligation,
unless remitted to the debtor; and
(c) May create a security interest in the collateral.
(4) If the secured party is a buyer of accounts, chattel paper, payment intangibles or promissory
notes or a consignor:
(a) Subsection (1) of this section does not apply unless the secured party is entitled under an
agreement:
(A) To charge back uncollected collateral; or
(B) Otherwise to full or limited recourse against the debtor or a secondary obligor based on the
nonpayment or other default of an account debtor or other obligor on the collateral; and
(b) Subsections (2) and (3) of this section do not apply.
SECTION 53. ORS 79.0208 is amended to read:
Enrolled Senate Bill 167 (SB 167-INTRO) Page 39
79.0208. (1) This section applies to cases in which there is no outstanding secured obligation and
the secured party is not committed to make advances, incur obligations or otherwise give value.
(2) Within 10 days after receiving [an authenticated] a signed demand by the debtor:
(a) A secured party having control of a deposit account under ORS 79.0104 (1)(b) shall send to
the bank with which the deposit account is maintained [an authenticated statement] a signed record
that releases the bank from any further obligation to comply with instructions originated by the
secured party;
(b) A secured party having control of a deposit account under ORS 79.0104 (1)(c) shall:
(A) Pay the debtor the balance on deposit in the deposit account; or
(B) Transfer the balance on deposit into a deposit account in the debtor’s name;
[(c) A secured party, other than a buyer, having control of electronic chattel paper under ORS
79.0105 shall:]
[(A) Communicate the authoritative copy of the electronic chattel paper to the debtor or its desig-
nated custodian;]
[(B) If the debtor designates a custodian that is the designated custodian with which the authori-
tative copy of the electronic chattel paper is maintained for the secured party, communicate to the
custodian an authenticated record releasing the designated custodian from any further obligation to
comply with instructions originated by the secured party and instructing the custodian to comply with
instructions originated by the debtor; and]
[(C) Take appropriate action to enable the debtor or its designated custodian to make copies of or
amendments to the authoritative copy which add or change an identified assignee of the authoritative
copy without the consent of the secured party;]
(c) A secured party, other than a buyer, having control under ORS 79.0105 of an author-
itative electronic copy of a record evidencing chattel paper shall transfer control of the
electronic copy to the debtor or a person designated by the debtor;
(d) A secured party having control of investment property under ORS 78.1060 (4)(b) or 79.0106
(2) shall send to the securities intermediary or commodity intermediary with which the security
entitlement or commodity contract is maintained [an authenticated] a signed record that releases the
securities intermediary or commodity intermediary from any further obligation to comply with
entitlement orders or directions originated by the secured party;
(e) A secured party having control of a letter-of-credit right under ORS 79.0107 shall send to
each person having an unfulfilled obligation to pay or deliver proceeds of the letter of credit to the
secured party [an authenticated] a signed release from any further obligation to pay or deliver pro-
ceeds of the letter of credit to the secured party; [and]
[(f) A secured party having control of an electronic document shall:]
[(A) Give control of the electronic document to the debtor or a designated custodian;]
[(B) If the debtor designates a custodian that is the designated custodian with which the authori-
tative copy of the electronic document is maintained for the secured party, communicate to the custodian
an authenticated record releasing the designated custodian from any further obligation to comply with
instructions originated by the secured party and instructing the custodian to comply with instructions
originated by the debtor; and]
[(C) Take appropriate action to enable the debtor or its designated custodian to make copies of or
amendments to the authoritative copy that add or change an identified assignee of the authoritative
copy without the consent of the secured party.]
(f) A secured party having control under ORS 77.1060 of an authoritative electronic copy
of an electronic document shall transfer control of the electronic copy to the debtor or a
person designated by the debtor;
(g) A secured party having control under section 47 of this 2025 Act of electronic money
shall transfer control of the electronic money to the debtor or a person designated by the
debtor; and
(h) A secured party having control under section 98 of this 2025 Act of a controllable
electronic record, other than a buyer of a controllable account or controllable payment in-
Enrolled Senate Bill 167 (SB 167-INTRO) Page 40
tangible evidenced by the controllable electronic record, shall transfer control of the con-
trollable electronic record to the debtor or a person designated by the debtor.
SECTION 54. ORS 79.0209 is amended to read:
79.0209. (1) Except as otherwise provided in subsection (3) of this section, this section applies
if:
(a) There is no outstanding secured obligation; and
(b) The secured party is not committed to make advances, incur obligations, or otherwise give
value.
(2) Within 10 days after receiving [an authenticated] a signed demand by the debtor, a secured
party shall send to an account debtor that has received notification under ORS 79.0406 (1) or
section 99 of this 2025 Act of an assignment to the secured party as assignee [under ORS 79.0406
(1) an authenticated] a signed record that releases the account debtor from any further obligation
to the secured party.
(3) This section does not apply to an assignment constituting the sale of an account, chattel
paper or payment intangible.
SECTION 55. ORS 79.0210 is amended to read:
79.0210. (1) As used in this section:
(a) “Request” means a record of a type described in paragraph (b), (c) or (d) of this subsection.
(b) “Request for an accounting” means a record [authenticated] signed by a debtor requesting
that the recipient provide an accounting of the unpaid obligations secured by collateral and rea-
sonably identifying the transaction or relationship that is the subject of the request.
(c) “Request regarding a list of collateral” means a record [authenticated] signed by a debtor
requesting that the recipient approve or correct a list of what the debtor believes to be the collat-
eral securing an obligation and reasonably identifying the transaction or relationship that is the
subject of the request.
(d) “Request regarding a statement of account” means a record [authenticated] signed by a
debtor requesting that the recipient approve or correct a statement indicating what the debtor be-
lieves to be the aggregate amount of unpaid obligations secured by collateral as of a specified date
and reasonably identifying the transaction or relationship that is the subject of the request.
(2) Subject to subsections (3), (4), (5) and (6) of this section, a secured party, other than a buyer
of accounts, chattel paper, payment intangibles or promissory notes or a consignor, shall comply
with a request within 14 days after receipt:
(a) In the case of a request for an accounting, by [authenticating] signing and sending to the
debtor an accounting; and
(b) In the case of a request regarding a list of collateral or a request regarding a statement of
account, by [authenticating] signing and sending to the debtor an approval or correction.
(3) A secured party that claims a security interest in all of a particular type of collateral owned
by the debtor may comply with a request regarding a list of collateral by sending to the debtor [an
authenticated] a signed record including a statement to that effect within 14 days after receipt.
(4) A person that receives a request regarding a list of collateral, claims no interest in the
collateral when it receives the request, and claimed an interest in the collateral at an earlier time
shall comply with the request within 14 days after receipt by sending to the debtor [an
authenticated] a signed record:
(a) Disclaiming any interest in the collateral; and
(b) If known to the recipient, providing the name and mailing address of any assignee of or
successor to the recipient’s interest in the collateral.
(5) A person that receives a request for an accounting or a request regarding a statement of
account, claims no interest in the obligations when it receives the request, and claimed an interest
in the obligations at an earlier time shall comply with the request within 14 days after receipt by
sending to the debtor [an authenticated] a signed record:
(a) Disclaiming any interest in the obligations; and
Enrolled Senate Bill 167 (SB 167-INTRO) Page 41
(b) If known to the recipient, providing the name and mailing address of any assignee of or
successor to the recipient’s interest in the obligations.
(6) A debtor is entitled without charge to one response to a request under this section during
any six-month period. The secured party may require payment of a charge not exceeding $25 for
each additional response.
SECTION 56. ORS 79.0301 is amended to read:
79.0301. Except as otherwise provided in ORS 79.0303 to 79.0306 and in sections 59 and 60 of
this 2025 Act, the following rules determine the law governing perfection, the effect of perfection
or nonperfection and the priority of a security interest in collateral:
(1) Except as otherwise provided in this section, while a debtor is located in a jurisdiction, the
local law of that jurisdiction governs perfection, the effect of perfection or nonperfection and the
priority of a security interest in collateral.
(2) While collateral is located in a jurisdiction, the local law of that jurisdiction governs per-
fection, the effect of perfection or nonperfection, and the priority of a possessory security interest
in that collateral.
(3) Except as otherwise provided in subsection (4) of this section, while [tangible] negotiable
tangible documents, goods, instruments[,] or tangible money [or tangible chattel paper] is located in
a jurisdiction, the local law of that jurisdiction governs:
(a) Perfection of a security interest in the goods by filing a fixture filing;
(b) Perfection of a security interest in timber to be cut; and
(c) The effect of perfection or nonperfection and the priority of a nonpossessory security interest
in the collateral.
(4) The local law of the jurisdiction in which the wellhead or minehead is located governs per-
fection, the effect of perfection or nonperfection and the priority of a security interest in as-
extracted collateral.
SECTION 57. ORS 79.0304 is amended to read:
79.0304. (1) The local law of a bank’s jurisdiction governs perfection, the effect of perfection or
nonperfection and the priority of a security interest in a deposit account maintained with that bank
even if the transaction does not bear any relation to the bank’s jurisdiction.
(2) The following rules determine a bank’s jurisdiction for purposes of ORS 79.0301 to 79.0342:
(a) If an agreement between the bank and the debtor governing the deposit account expressly
provides that a particular jurisdiction is the bank’s jurisdiction for purposes of ORS 79.0301 to
79.0342, this chapter or the Uniform Commercial Code, that jurisdiction is the bank’s jurisdiction.
(b) If paragraph (a) of this subsection does not apply and an agreement between the bank and
its customer governing the deposit account expressly provides that the agreement is governed by
the law of a particular jurisdiction, that jurisdiction is the bank’s jurisdiction.
(c) If neither paragraph (a) nor paragraph (b) of this subsection applies and an agreement be-
tween the bank and its customer governing the deposit account expressly provides that the deposit
account is maintained at an office in a particular jurisdiction, that jurisdiction is the bank’s juris-
diction.
(d) If paragraphs (a) to (c) of this subsection do not apply, the bank’s jurisdiction is the juris-
diction in which the office identified in an account statement as the office serving the customer’s
account is located.
(e) If paragraphs (a) to (d) of this subsection do not apply, the bank’s jurisdiction is the juris-
diction in which the chief executive office of the bank is located.
SECTION 58. ORS 79.0305 is amended to read:
79.0305. (1) Except as otherwise provided in subsection (3) of this section, the following rules
apply:
(a) While a security certificate is located in a jurisdiction, the local law of that jurisdiction
governs perfection, the effect of perfection or nonperfection and the priority of a security interest
in the certificated security represented thereby.
Enrolled Senate Bill 167 (SB 167-INTRO) Page 42
(b) The local law of the issuer’s jurisdiction as specified in ORS 78.1100 (4) governs perfection,
the effect of perfection or nonperfection and the priority of a security interest in an uncertificated
security.
(c) The local law of the securities intermediary’s jurisdiction as specified in ORS 78.1100 (5)
governs perfection, the effect of perfection or nonperfection and the priority of a security interest
in a security entitlement or securities account.
(d) The local law of the commodity intermediary’s jurisdiction governs perfection, the effect of
perfection or nonperfection and the priority of a security interest in a commodity contract or com-
modity account.
(e) Paragraphs (b), (c) and (d) of this subsection apply even if the transaction does not
bear any relation to the jurisdiction.
(2) The following rules determine a commodity intermediary’s jurisdiction for purposes of ORS
79.0301 to 79.0342:
(a) If an agreement between the commodity intermediary and commodity customer governing the
commodity account expressly provides that a particular jurisdiction is the commodity intermediary’s
jurisdiction for purposes of ORS 79.0301 to 79.0342, this chapter or the Uniform Commercial Code,
that jurisdiction is the commodity intermediary’s jurisdiction.
(b) If paragraph (a) of this subsection does not apply and an agreement between the commodity
intermediary and commodity customer governing the commodity account expressly provides that the
agreement is governed by the law of a particular jurisdiction, that jurisdiction is the commodity
intermediary’s jurisdiction.
(c) If neither paragraph (a) nor paragraph (b) of this subsection applies and an agreement be-
tween the commodity intermediary and commodity customer governing the commodity account ex-
pressly provides that the commodity account is maintained at an office in a particular jurisdiction,
that jurisdiction is the commodity intermediary’s jurisdiction.
(d) If paragraphs (a) to (c) of this subsection do not apply, the commodity intermediary’s juris-
diction is the jurisdiction in which the office identified in an account statement as the office serving
the commodity customer’s account is located.
(e) If paragraphs (a) to (d) of this subsection do not apply, the commodity intermediary’s juris-
diction is the jurisdiction in which the chief executive office of the commodity intermediary is lo-
cated.
(3) The local law of the jurisdiction in which the debtor is located governs:
(a) Perfection of a security interest in investment property by filing;
(b) Automatic perfection of a security interest in investment property created by a broker or
securities intermediary; and
(c) Automatic perfection of a security interest in a commodity contract or commodity account
created by a commodity intermediary.
SECTION 58a. Sections 59 and 60 of this 2025 Act are added to and made a part of ORS
chapter 79.
SECTION 59. (1) Except as provided in subsection (4) of this section, if chattel paper is
evidenced only by an authoritative electronic copy of the chattel paper or is evidenced by an
authoritative electronic copy and an authoritative tangible copy, the local law of the chattel
paper’s jurisdiction governs perfection, the effect of perfection or nonperfection and the
priority of a security interest in the chattel paper, even if the transaction does not bear any
relation to the chattel paper’s jurisdiction.
(2) The following rules determine the chattel paper’s jurisdiction under this section:
(a) If the authoritative electronic copy of the record evidencing chattel paper, or a record
attached to or logically associated with the electronic copy and readily available for review,
expressly provides that a particular jurisdiction is the chattel paper’s jurisdiction for pur-
poses of this section, this chapter or the Uniform Commercial Code, that jurisdiction is the
chattel paper’s jurisdiction.
Enrolled Senate Bill 167 (SB 167-INTRO) Page 43
(b) If paragraph (a) of this subsection does not apply and the rules of the system in which
the authoritative electronic copy is recorded are readily available for review and expressly
provide that a particular jurisdiction is the chattel paper’s jurisdiction for purposes of this
section, this chapter or the Uniform Commercial Code, that jurisdiction is the chattel paper’s
jurisdiction.
(c) If paragraphs (a) and (b) of this subsection do not apply and the authoritative elec-
tronic copy, or a record attached to or logically associated with the electronic copy and
readily available for review, expressly provides that the chattel paper is governed by the law
of a particular jurisdiction, that jurisdiction is the chattel paper’s jurisdiction.
(d) If paragraphs (a), (b) and (c) of this subsection do not apply and the rules of the
system in which the authoritative electronic copy is recorded are readily available for review
and expressly provide that the chattel paper or the system is governed by the law of a par-
ticular jurisdiction, that jurisdiction is the chattel paper’s jurisdiction.
(e) If paragraphs (a) through (d) of this subsection do not apply, the chattel paper’s ju-
risdiction is the jurisdiction in which the debtor is located.
(3) If an authoritative tangible copy of a record evidences chattel paper and the chattel
paper is not evidenced by an authoritative electronic copy, while the authoritative tangible
copy of the record evidencing chattel paper is located in a jurisdiction, the local law of the
jurisdiction governs:
(a) Perfection of a security interest in the chattel paper by possession under section 65
of this 2025 Act; and
(b) The effect of perfection or nonperfection and the priority of a security interest in the
chattel paper.
(4) The local law of the jurisdiction in which the debtor is located governs perfection of
a security interest in chattel paper by filing.
SECTION 60. (1) Except as provided in subsection (2) of this section, the local law of the
controllable electronic record’s jurisdiction specified in section 100 (3) and (4) of this 2025
Act governs perfection, the effect of perfection or nonperfection and the priority of a secu-
rity interest in a controllable electronic record and a security interest in a controllable ac-
count or controllable payment intangible evidenced by the controllable electronic record.
(2) The local law of the jurisdiction in which the debtor is located governs:
(a) Perfection of a security interest in a controllable account, controllable electronic re-
cord or controllable payment intangible by filing; and
(b) Automatic perfection of a security interest in a controllable payment intangible cre-
ated by a sale of the controllable payment intangible.
SECTION 61. ORS 79.0310 is amended to read:
79.0310. (1) Except as otherwise provided in subsection (2) of this section and ORS 79.0312 (2),
a financing statement must be filed to perfect all security interests and agricultural liens.
(2) The filing of a financing statement is not necessary to perfect a security interest:
(a) That is perfected under ORS 79.0308 (4), (5), (6) or (7);
(b) That is perfected under ORS 79.0309 when it attaches;
(c) In property subject to a statute, regulation or treaty described in ORS 79.0311 (1);
(d) In goods in possession of a bailee that are perfected under ORS 79.0312 (4)(a) or (b);
(e) In certificated securities, documents, goods or instruments that are perfected without filing,
control or possession under ORS 79.0312 (5), (6) or (7);
(f) In collateral in the secured party’s possession under ORS 79.0313;
(g) In a certificated security which is perfected by delivery of the security certificate to the
secured party under ORS 79.0313;
(h) In controllable accounts, controllable electronic records, controllable payment intan-
gibles, deposit accounts, [electronic chattel paper,] electronic documents, investment property or
letter-of-credit rights that are perfected by control under ORS 79.0314;
Enrolled Senate Bill 167 (SB 167-INTRO) Page 44
(i) In chattel paper that is perfected by possession and control under section 65 of this
2025 Act;
[(i)] (j) In proceeds that are perfected under ORS 79.0315; or
[(j)] (k) That are perfected under ORS 79.0316.
(3) If a secured party assigns a perfected security interest or agricultural lien, a filing under this
chapter is not required to continue the perfected status of the security interest against creditors
of and transferees from the original debtor.
SECTION 62. ORS 79.0312 is amended to read:
79.0312. (1) A security interest in chattel paper, [negotiable documents,] controllable accounts,
controllable electronic records, controllable payment intangibles, instruments, [or] investment
property or negotiable documents may be perfected by filing. Except for goods in which filing is
not necessary or effective to perfect a security interest under this chapter, a security interest in
goods may be perfected by filing.
(2) Except as otherwise provided in ORS 79.0315 (3) and (4) for proceeds:
(a) A security interest in a deposit account may be perfected only by control under ORS 79.0314;
(b) And except as otherwise provided in ORS 79.0308 (4), a security interest in a letter-of-credit
right may be perfected only by control under ORS 79.0314; [and]
(c) A security interest in tangible money may be perfected only by the secured party’s taking
possession under ORS 79.0313[.]; and
(d) A security interest in electronic money may be perfected only by control under ORS
79.0314.
(3) While goods are in the possession of a bailee that has issued a negotiable document covering
the goods:
(a) A security interest in the goods may be perfected by perfecting a security interest in the
document; and
(b) A security interest perfected in the document has priority over any security interest that
becomes perfected in the goods by another method during that time.
(4) While goods are in the possession of a bailee that has issued a nonnegotiable document
covering the goods, a security interest in the goods may be perfected by:
(a) Issuance of a document in the name of the secured party;
(b) The bailee’s receipt of notification of the secured party’s interest; or
(c) Filing as to the goods.
(5) A security interest in certificated securities, negotiable documents or instruments is per-
fected without filing or the taking of possession or control for a period of 20 days from the time it
attaches to the extent that it arises for new value given under [an authenticated] a signed security
agreement.
(6) A perfected security interest in a negotiable document or goods in possession of a bailee,
other than one that has issued a negotiable document for the goods, remains perfected for 20 days
without filing if the secured party makes available to the debtor the goods or documents repres-
enting the goods for the purpose of:
(a) Ultimate sale or exchange; or
(b) Loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise
dealing with them in a manner preliminary to their sale or exchange.
(7) A perfected security interest in a certificated security or instrument remains perfected for
20 days without filing if the secured party delivers the security certificate or instrument to the
debtor for the purpose of:
(a) Ultimate sale or exchange; or
(b) Presentation, collection, enforcement, renewal or registration of transfer.
(8) After the 20-day period specified in subsection (5), (6) or (7) of this section expires, perfection
depends upon compliance with this chapter.
SECTION 63. ORS 79.0313 is amended to read:
Enrolled Senate Bill 167 (SB 167-INTRO) Page 45
79.0313. (1) Except as otherwise provided in subsection (2) of this section, a secured party may
perfect a security interest in [tangible negotiable documents,] goods, instruments, negotiable tangi-
ble documents or tangible money [or tangible chattel paper] by taking possession of the collateral.
A secured party may perfect a security interest in certificated securities by taking delivery of the
certificated securities under ORS 78.3010.
(2) With respect to goods that are covered by a certificate of title issued by this state or that
are manufactured structures, a secured party may perfect a security interest in the goods by taking
possession of the goods only in the circumstances described in ORS 79.0316 (5).
(3) With respect to collateral other than certificated securities and goods covered by a docu-
ment, a secured party takes possession of collateral in the possession of a person other than the
debtor, the secured party or a lessee of the collateral from the debtor in the ordinary course of the
debtor’s business, when:
(a) The person in possession [authenticates] signs a record acknowledging that it holds pos-
session of the collateral for the secured party’s benefit; or
(b) The person takes possession of the collateral after having [authenticated] signed a record
acknowledging that it will hold possession of the collateral for the secured party’s benefit.
(4) If perfection of a security interest depends upon possession of the collateral by a secured
party, perfection occurs [no] not earlier than the time the secured party takes possession and con-
tinues only while the secured party retains possession.
(5) A security interest in a certificated security in registered form is perfected by delivery when
delivery of the certificated security occurs under ORS 78.3010 and remains perfected by delivery
until the debtor obtains possession of the security certificate.
(6) A person in possession of collateral is not required to acknowledge that it holds possession
for a secured party’s benefit.
(7) If a person acknowledges that it holds possession for the secured party’s benefit:
(a) The acknowledgment is effective under subsection (3) of this section or ORS 78.3010 (1), even
if the acknowledgment violates the rights of a debtor; and
(b) Unless the person otherwise agrees or law other than this chapter otherwise provides, the
person does not owe any duty to the secured party and is not required to confirm the acknowledg-
ment to another person.
(8) A secured party having possession of collateral does not relinquish possession by delivering
the collateral to a person other than the debtor or a lessee of the collateral from the debtor in the
ordinary course of the debtor’s business if the person was instructed before the delivery or is in-
structed contemporaneously with the delivery:
(a) To hold possession of the collateral for the secured party’s benefit; or
(b) To redeliver the collateral to the secured party.
(9) A secured party does not relinquish possession, even if a delivery under subsection (8) of this
section violates the rights of a debtor. A person to which collateral is delivered under subsection
(8) of this section does not owe any duty to the secured party and is not required to confirm the
delivery to another person unless the person otherwise agrees or law other than this chapter oth-
erwise provides.
SECTION 64. ORS 79.0314 is amended to read:
79.0314. (1) A security interest in [investment property, deposit accounts, letter-of-credit rights,
electronic chattel paper or electronic documents] controllable accounts, controllable electronic
records, controllable payment intangibles, deposit accounts, electronic documents, electronic
money, investment property or letter-of-credit rights may be perfected by control of the
collateral under ORS 77.1060, 79.0104, 79.0105, 79.0106 or 79.0107 or section 47 or 48 of this 2025
Act.
(2) A security interest in [deposit accounts, electronic chattel paper, letter-of-credit rights or elec-
tronic documents] controllable accounts, controllable electronic records, controllable payment
intangibles, deposit accounts, electronic documents, electronic money or letter-of-credit
rights is perfected by control under ORS 77.1060, 79.0104, 79.0105 or 79.0107 or section 47 or 48
Enrolled Senate Bill 167 (SB 167-INTRO) Page 46
of this 2025 Act [when] not earlier than the time the secured party obtains control and remains
perfected by control only while the secured party retains control.
(3) A security interest in investment property is perfected by control under ORS 79.0106 [from]
not earlier than the time the secured party obtains control and remains perfected by control until:
(a) The secured party does not have control; and
(b) One of the following occurs:
(A) If the collateral is a certificated security, the debtor has or acquires possession of the se-
curity certificate;
(B) If the collateral is an uncertificated security, the issuer has registered or registers the
debtor as the registered owner; or
(C) If the collateral is a security entitlement, the debtor is or becomes the entitlement holder.
SECTION 64a. Section 65 of this 2025 Act is added to and made a part of ORS chapter
79.
SECTION 65. (1) A secured party may perfect a security interest in chattel paper by
taking possession of each authoritative tangible copy of the record evidencing the chattel
paper and obtaining control of each authoritative electronic copy of the electronic record
evidencing the chattel paper.
(2) A security interest is perfected under subsection (1) of this section not earlier than
the time the secured party takes possession and obtains control and remains perfected under
subsection (1) of this section only while the secured party retains possession and control.
(3) ORS 79.0313 (3) and (6) through (9) apply to perfection by possession of an authori-
tative tangible copy of a record evidencing chattel paper.
SECTION 66. ORS 79.0316 is amended to read:
79.0316. (1) A security interest perfected pursuant to the law of the jurisdiction designated in
ORS 79.0301 (1) or 79.0305 (3) or section 59 or 60 of this 2025 Act