Rick Carne
Bond. I a: A usually formal written agreement by which a person undertakes to perform a certain act (as fulfill the obligations of a contract) . . with the condition that failure to perform or abstain will obligate the person . . to pay a sum of money or will result in the forfeiture of money put up by the person or surety. lb: One who acts as a surety. 2: An interest-bearing document giving evidence of a debt issued by a government body or corporation that is sometimes secured by a lien on property and is often designed to take care of a particular financial need. -- Ibid. -- Merriam-Webster Dictionary of Law (1996).
Banknote. A kind of negotiable instrument, a promissory note made by a bank payable to the bearer on demand, used as money, and in many jurisdictions is legal tender. Along with coins, banknotes make up the cash or bearer forms of all modern money........does not the birth certificate have the words bank note on it?.........THE CERTIFICATE OF REGISTRATION OF LIVE BIRTH IS BY BANKING DEFINITION TERMED �A CERTIFICATED SECURITY�
FROM THE BANK OFFICERS HANDBOOK OF COMMERCIAL BANKING LAW WITHIN THE UNITED STATES
� 22.07[6][a] SECURITY TRANSACTIONS 22-72
[a] Certified Securities. Certificated securities are stocks, bonds, and the like. The 1977 version of Article 8 of the UCC defines them as interests �represented by instruments� that are issued in �bearer or registered form�; that are of the type commonly traded on securities exchanges or markets or recognized as a medium for investment; that are one of a class or series; and that provide evidence of a share, a participation, or another interest in an issuer�s property enterprise, or obligation. UCC � 8-102(1).
The definition of certificated security is sufficiently broad so that it may sweep under its coverage instruments that, on first impression, might not be thought of as securities. The definition does not require that the interest in question actually be traded upon a securities exchange or other market. It is enough, as the comments indicate, that the interests are � �of a type� commonly traded in those markets.� UCC � 8-102. When the interest is classified as a security, it is governed by Article 8, rather than by Article 9, on questions of enforceability and perfection of security interests. The rules in Articles 8 and 9 for perfecting security interests in instruments and securities are generally comparable, as they both require possession, but there are some differences.
As a general rule, a security interest in a certificated security is perfected in the same way as under the prior version of the UCC. The secured party must take possession, or, when the security is in the hand of the bailee, must give notice to the bailee. UCC �� 8-313(1)(a), 8-313(1)(c), 8-313(1)(e), 8-313(1)(h), 8-321(1). It is possible for a security interest to be temporarily perfected, as was the case under the former version of the UCC for a period of twenty-one days without possession by a secured party. See UCC �� 8-321(2), 8-313(4). Compare also, UCC � 9-304. When the certificated security is transferred outright to the secured party, no written security agreement signed by the debtor is needed to make the security interest enforceable. UCC �� 8-321(3)(b). A written security agreement signed by the debtor and describing the collateral is required when the security is in the possession of the bank or broker holding the security in an account for the debtor (who is the banker�s or broker�s customer), or when the security is held by some other third person. UCC �� 8-313(h)(i), 8-313(h)(ii). Compare UCC � 8-313(1)(e), which does not require a written security agreement when a security is held by a third person other than a bank or a broker who acknowledges that he or she is holding for the secured party.
Article 8 makes a significant change in requiring that the secured party or the secured party�s agent possess the certificated security, not only to perfect a security interest (in cases where the temporary perfection rules don�t apply) but also for the security interest to attach and to be enforceable. UCC � 8-321(1). Under the previous version of Article 8, although the security interest would not be perfected until the secured party took possession, the secured party would have in the security an unperfected security interest, which could be enforced against the debtor as long as a sufficient written security agreement existed and there were no third parties with superior rights to the collateral. UCC �� 9-201, 9-203.