Mich. Comp. Laws » Michigan Compiled Laws / Chapter 440 / Act 174 of 1962
Michigan Compiled Laws

Mich. Comp. Laws § 440.8102 (2026)

Definitions.

✓ current as of July 2026
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UNIFORM COMMERCIAL CODE


Act 174 of 1962


440.8102 Definitions.

Sec. 8102.

    (1) As used in this article:

    (a) "Adverse claim" means a claim that a claimant has a property interest in a financial asset and 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 indorsement.

    (c) "Broker" means a person defined as a broker or dealer under the federal securities laws, but without excluding a bank acting in that capacity.

    (d) "Certificated security" means a security that is represented by a certificate.

    (e) "Clearing corporation" means 1 or more of the following:

    (i) A person that is registered as a clearing agency under the federal securities laws.

    (ii) A federal reserve bank.

    (iii) 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 corporation, including promulgation of rules, are subject to regulation by a federal or state governmental authority.

    (f) "Communicate" means either of the following:

    (i) Send a signed writing.

    (ii) Transmit information by any mechanism agreed upon by the persons transmitting and receiving 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 under section 8501(2)(b) or (c), that person is the entitlement holder.

    (h) "Entitlement order" means a notification communicated to a securities intermediary directing transfer or redemption of a financial asset to which the entitlement holder has a security entitlement.

    (i) "Financial asset", except as otherwise provided in section 8103, means 1 or more of the following:

    (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, which is, or is of a type, dealt in or traded on financial markets, or which is recognized in any area in which it is issued or dealt in as a medium for investment.

    (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 article. As context requires, the term 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 a power to assign, transfer, or redeem the security.

    (k) "Instruction" means a notification communicated to the issuer of an uncertificated security which 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 containing both of the following:

    (i) The security certificate specifies a person entitled to the security.

    (ii) 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 either of the following:

    (i) A clearing corporation.

    (ii) A person, including a bank or broker, that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity.

    (n) "Security", except as otherwise provided in section 8103, 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 and is all of the following:

    (i) 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.

    (ii) One of a class or series or by its terms is divisible into a class or series of shares, participations, interests, or obligations.

    (iii) Either of the following:

    (A) Is, or is of a type, dealt in or traded on securities exchanges or securities markets.

    (B) Is a medium for investment and by its terms expressly provides that it is a security governed by this article.

    (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 part 5.

    (q) "Uncertificated security" means a security that is not represented by a certificate.

    (2) Other definitions applying to this article and the sections in which they appear are:

    

    Appropriate person

    Section 8107

    Control

    Section 8106

    Delivery

    Section 8301

    Investment company security

    Section 8103

    Issuer

    Section 8201

    Overissue

    Section 8210

    Protected purchaser

    Section 8303

    Securities account

    Section 8501

    (3) In addition, article 1 contains general definitions and principles of construction and interpretation applicable throughout this article.

    (4) The characterization of a person, business, or transaction for purposes of this article does not determine the characterization of the person, business, or transaction for purposes of any other law, regulation, or rule.

    

History: 1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 1964, Act 250, Eff. Aug. 28, 1964 ;-- Am. 1973, Act 9, Imd. Eff. Apr. 12, 1973 ;-- Am. 1987, Act 16, Imd. Eff. Apr. 24, 1987 ;-- Am. 1998, Act 278, Imd. Eff. July 27, 1998 ;-- Am. 2012, Act 86, Eff. July 1, 2013

Notes of Decisions
Cited in 7 cases, 1966–2006 · leading case: Witherell Corp. v. Turnbull (In Re Witherell Corp.), 144 B.R. 64 (Bankr. E.D. Mich. 1992).
Sort: Relevance Newest Treatment
Witherell Corp. v. Turnbull (In Re Witherell Corp.), 144 B.R. 64 (Bankr. E.D. Mich. 1992). · cites it 4× “§ 440.8102(l)(b) as: [A] share, participation, or other interest in property or an enterprise of the issuer or an obligation of the issuer which is: (i) not represented by an instrument and the transfer of which is registered upon books maintained for that purpose by or on…”
Rzepka v. Michael, 431 N.W.2d 441 (Mich. Ct. App. 1988). “3104(1) and MCL 440.8102; MSA 19.8102. Plaintiff further argues that the trial court erred in determining that the transaction with Opportunities did not involve a franchise.”
Motobecane Am., Ltd. v. Patrick Petroleum Co., 600 F. Supp. 1419 (E.D. Mich. 1985). “§ 440.8102(l(a)), which reads as follows: Sec.”
In Re Norman C. Turley Dorian Turley, Debtors. Thomas C. Thompson Sports, Inc. v. Farmers & Merchants Bank of Long Beach, 172 F.3d 671 (9th Cir. 1999). “Mich. Comp. Laws Ann. § 440.8102 (a) (1993).”
Witherell Corp. v. Turnbull (In Re Witherell Corp.), 146 B.R. 715 (Bankr. E.D. Mich. 1992). · cites it 2× “He contends that his maintenance of this file meets the registration requirement of § 440.8102(l)(b). The plaintiff does not dispute that the files are kept, but argues that merely filing the document does not constitute registration.”
E. F. Hutton & Co. v. Mfrs. Nat'l Bank of Detroit, 259 F. Supp. 513 (E.D. Mich. 1966). “Laws 1948, § 440.8102 [P.A.1962, No. 174] as an instrument which “(i) is issued in bearer or registered form; and (ii) is of a type commonly dealt in upon securities exchanges or markets or commonly recognized in any area in which it is issued or dealt in as a medium for…”
H & R Block Fin. Advisors, Inc. v. Express Scripts, Inc., 426 F. Supp. 2d 656 (E.D. Mich. 2006). · cites it 2× “§ 440.8102(g)) (emphasis added).) Thus, by HRBFA’s own admission, Schwartze was not in fact an entitlement holder at the time of HRBFA’s alleged misconduct.”
— Mich. Comp. Laws § 440.8102(g) — 1 case
H & R Block Fin. Advisors, Inc. v. Express Scripts, Inc., 426 F. Supp. 2d 656 (E.D. Mich. 2006). “§ 440.8102(g)) (emphasis added).) Thus, by HRBFA’s own admission, Schwartze was not in fact an entitlement holder at the time of HRBFA’s alleged misconduct.”
— Mich. Comp. Laws § 440.8102(l)(b) — 2 cases
Witherell Corp. v. Turnbull (In Re Witherell Corp.), 144 B.R. 64 (Bankr. E.D. Mich. 1992). “§ 440.8102(l)(b) as: [A] share, participation, or other interest in property or an enterprise of the issuer or an obligation of the issuer which is: (i) not represented by an instrument and the transfer of which is registered upon books maintained for that purpose by or on…”
Witherell Corp. v. Turnbull (In Re Witherell Corp.), 146 B.R. 715 (Bankr. E.D. Mich. 1992). “He contends that his maintenance of this file meets the registration requirement of § 440.8102(l)(b). The plaintiff does not dispute that the files are kept, but argues that merely filing the document does not constitute registration.”
— Mich. Comp. Laws § 440.8102(l)(b)(i) — 1 case
Witherell Corp. v. Turnbull (In Re Witherell Corp.), 146 B.R. 715 (Bankr. E.D. Mich. 1992). “He contends that his maintenance of this file meets the registration requirement of § 440.8102(l)(b). The plaintiff does not dispute that the files are kept, but argues that merely filing the document does not constitute registration.”
— Mich. Comp. Laws § 440.8102(l)(c) — 1 case
Witherell Corp. v. Turnbull (In Re Witherell Corp.), 144 B.R. 64 (Bankr. E.D. Mich. 1992). “§ 440.8102(l)(b) as: [A] share, participation, or other interest in property or an enterprise of the issuer or an obligation of the issuer which is: (i) not represented by an instrument and the transfer of which is registered upon books maintained for that purpose by or on…”
— Mich. Comp. Laws § 440.8102(n)(ii) — 1 case
H & R Block Fin. Advisors, Inc. v. Express Scripts, Inc., 426 F. Supp. 2d 656 (E.D. Mich. 2006). “§ 440.8102(g)) (emphasis added).) Thus, by HRBFA’s own admission, Schwartze was not in fact an entitlement holder at the time of HRBFA’s alleged misconduct.”
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