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On Monday, the Senate passed Senate Bill 252 to update the Uniform Commercial Code in Alaska.
The Uniform Commercial Code, or the UCC, is a set of rules governing commercial transactions that has been adopted in nearly identical form by all 50 states. Because the UCC has been universally adopted, businesses can enter into contracts with confidence that the terms will be enforced in the same way by the courts of every American jurisdiction. First drafted in 1951, Pennsylvania was the first state to adopt the UCC in 1953, and every other state adopted it within the next 20 years. Alaska adopted the Uniform Commercial Code in 1967.
As commerce evolves, the Uniform Law Commission and the American Law Institute periodically recommend amendments to the Uniform Commercial Code. Senate Bill 252 incorporates amendments recommended by the Uniform Law Commission and the American Law Institute in 2018 and 2022.
The 2022 amendments create a new chapter governing “Controllable Electronic Record, or CERs.” Examples of CERs are virtual currencies, non-fungible tokens, and electronic promises to pay. The updated law will help stimulate economic activity by providing legal certainty to these increasingly common transactions.
The 2018 amendments resolve a potential conflict governing secured transactions in which a partnership or LLC is pledged as collateral. If interest in a business is used to secure a loan and default occurs, business partners could be forced into business with a stranger. The 2018 amendments resolve this by separating an economic interest in a governance interest and ensuring that only the economic interest is transferable, not the governing interest.
16 other states have adopted the 2018 amendments and 32 other states have adopted the 2022 amendments. It is critical that Alaska adopt these updates to the Uniform Commercial Code to keep our statutes aligned with the best practices used in the rest of the country. Adopting these amendments will promote commercial activity for emerging technologies and will provide a clear framework for our business community. It will help ensure that Alaska is open and ready for business.
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