New York UCC Amendments Now in Effect
June 4, 2026This week, New York's 2025 Uniform Commercial Code (UCC) amendments went into effect. These amendments adopt, in modified form, the 2022 model amendments from the Uniform Law Commission and the American Law Institute. New York now joins more than 30 other jurisdictions—including Delaware and DC—that have, in some form, adopted the 2022 model amendments.
Among other things, New York's newly effective UCC amendments:
- Modify Article 9. The changes include: (i) updating the form Notification of Disposition of Collateral under Section 9-613; and (ii) adding perfection and priority rules for security interests in a newly created category of collateral (controllable electronic records).
- Add a new collateral category (Controllable Electronic Records). The amendments add a new Article 12 that governs controllable electronic records (CERs), with corresponding amendments to Articles 1 (general provisions) and 9 (secured transitions).
- Redefine chattel paper to include tangible and electronic records.
- Have transitional provisions. Among other things, the transitional rules contain a 1-year adjustment grace period.
- Differ from the 2022 model amendments in a few respects. For instance, New York's amendments: (i) add sentences clarifying the definition of a "qualifying purchaser" under Article 12; (ii) account for New York's non-adoption of the Uniform Electronic Transactions Act (UETA); and (iii) expressly state that several consumer statutes trump the UCC if they conflict with the UCC.
Changes to Article 9.
Amended Section 9-613 updates the form Notification of Disposition of Collateral for non-consumer good transactions. The new form notice is available as Appendix A. According to the official UCC Comments (which are not expressly adopted in New York), the new form is not intended to effectuate substantive changes but rather simplifies and clarifies the notice.
The other changes to Article 9 primarily center around security interests in CERs.
Controllable Electronic Records.
A CER is a record stored in an electronic medium that can be subjected to control under the UCC. CERs are essentially a subset of digital assets and can include cryptocurrencies and non-fungible tokens (NFTs), provided that they satisfy the control requirement.
Prior to the amendments, a CER would be treated as a general intangible that could be perfected as original collateral only by filing. Now, under the amended UCC, CERs can be perfected as original collateral by filing or control, and perfection by control has priority over perfection by filing.
A key concept for CERs is control. To qualify as a CER, the electronic record must be susceptible to control. Security interests in CERs perfected by control have priority over security interests perfected solely by filing. And having control is required to satisfy the definition of a "qualifying purchaser" who can benefit from Article 12's shelter and take free rules.
Takeaways.
Secured lenders seeking to obtain security interests in CERs should follow the amended UCC provisions to ensure that their security interests are enforceable and perfected. The 1-year adjustment period ends on June 3, 2027. On and following that date, only the amended UCC rules will apply to security interests in CERs, and perfection by control of a CER will take priority over perfection solely by filing.
New York did not adopt the official comments to the amendments. But, to the extent that New York’s UCC amendments align with the 2022 model amendments, the official commentary will likely be considered persuasive authority when interpreting or applying the New York amendments. As of this publication, there is sparse case law interpreting the 2022 model amendments from adopting jurisdictions, so it will be interesting to see how case law develops.
Now is also a good time to update any form Notification of a Disposition of Collateral under Section 9-613.
NOTIFICATION OF DISPOSITION OF COLLATERAL
To: (Name of debtor, obligor, or other person to which the notification is sent)
From: (Name, address, and telephone number of secured party)
{1} Name of any debtor that is not an addressee: (Name of each debtor)
{2} We will sell (describe collateral) (to the highest qualified bidder) at public sale. A sale could include a lease or license. The sale will be held as follows:
Date: __________
Time: __________
Place: __________
{3} We will sell (describe collateral) at private sale sometime after (date). A sale could include a lease or license.
{4} You are entitled to an accounting of the unpaid indebtedness secured by the property that we intend to sell or, as applicable, lease or license.
{5} If you request an accounting you must pay a charge of $ (amount).
{6} You may request an accounting by calling us at (telephone number).
For more information about New York’s UCC amendments, please contact:
Elizabeth Plowman at +1 (212) 592-1586 or [email protected]
Stephen B. Selbst at +1 (212) 592-1405 or [email protected]
Christopher W. Carty at +1 (212) 592-5973 or [email protected]
Brandon Shirazi at +1 (212) 592-5968 or [email protected]
© 2026 Herrick, Feinstein LLP. HERRICK® is a registered trademark of Herrick, Feinstein LLP. This alert is provided by Herrick, Feinstein LLP to keep its clients and other interested parties informed of current legal developments that may affect or otherwise be of interest to them. The information is not intended as legal advice or legal opinion and should not be construed as such.