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2025 Florida Statutes

Title XXXIX COMMERCIAL RELATIONS
Chapter 669
UNIFORM COMMERCIAL CODE: CONTROLLABLE ELECTRONIC RECORDS AND TRANSITIONAL PROVISIONS
CHAPTER 669
CHAPTER 669
UNIFORM COMMERCIAL CODE: CONTROLLABLE ELECTRONIC
RECORDS AND TRANSITIONAL PROVISIONS
PART I
CONTROLLABLE ELECTRONIC RECORDS
(ss. 669.101-669.107)
PART II
TRANSITIONAL PROVISIONS
(ss. 669.501-669.706)
PART III
MISCELLANEOUS PROVISIONS
(s. 669.711)
PART I
CONTROLLABLE ELECTRONIC RECORDS
669.101 Short title.
669.102 Definitions.
669.103 Relation to chapter 679 and consumer laws.
669.104 Rights in controllable account, controllable electronic record, and controllable payment intangible.
669.105 Control of controllable electronic record.
669.106 Discharge of account debtor on controllable account or controllable payment intangible.
669.107 Governing law.
669.101 Short title.—This part may be cited as “Uniform Commercial Code—Controllable Electronic Records.”
History.—s. 3, ch. 2025-92.
669.102 Definitions.—
(1) As used in this part, the term:
(a) “Central bank digital currency” has the same meaning as provided in s. 671.201.
(b) “Controllable electronic record” means a record in an electronic medium, subject to control under s. 669.105. The term does not include a central bank digital currency, a controllable account, a controllable payment intangible, a deposit account, an electronic chattel paper, an electronic document of title, electronic money, investment property, or a transferable record.
(c) “Qualifying purchaser” means a purchaser of a controllable electronic record or an interest in a controllable electronic record which obtains control of the controllable electronic record for value, in good faith, and without notice of a claim of a property right in the controllable electronic record.
(d) “Transferable record” has the same meaning as provided in:
1. Section 201(a)(1) of the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. s. 7021(a)(1); or
2. Section 668.50(16)(a).
(e) “Value” has the meaning provided in s. 673.3031(1), as if references in that subsection to an “instrument” were references to a controllable account, controllable electronic record, or controllable payment intangible. A controllable electronic record is subject to control as specified in s. 669.105.
(2) The definitions in s. 679.1021 for the terms “account debtor,” “chattel paper,” “controllable account,” “controllable payment intangible,” “deposit account,” “electronic money,” and “investment property” apply to this part.
(3) Chapter 671 contains general definitions and principles of construction and interpretation applicable throughout this part.
History.—s. 4, ch. 2025-92.
669.103 Relation to chapter 679 and consumer laws.—
(1) If there is conflict between this part and chapter 679, chapter 679 governs.
(2) A transaction subject to this part is subject to any applicable rule of law that establishes a different rule for consumers; any other law or regulation that regulates the rates, charges, agreements, and practices for loans, credit sales, or other extensions of credit; and chapter 501.
History.—s. 5, ch. 2025-92.
669.104 Rights in controllable account, controllable electronic record, and controllable payment intangible.—
(1) This section applies to the acquisition and purchase of rights in a controllable account or controllable payment intangible, including the rights and benefits under subsections (3)-(5), (7), and (8) of a purchaser and qualifying purchaser, in the same manner in which this section applies to a controllable electronic record.
(2) In determining whether a purchaser of a controllable account or a controllable payment intangible is a qualifying purchaser, the purchaser obtains control of the account or payment intangible if it obtains control of the controllable electronic record that evidences the account or payment intangible.
(3) Except as provided in this section, law other than this part determines whether a person acquires a right in a controllable electronic record and the right that the person acquires.
(4) A purchaser of a controllable electronic record acquires all rights in the controllable electronic record which the transferor had, or had power to transfer, except that a purchaser of a limited interest in a controllable electronic record acquires rights only to the extent of the interest purchased.
(5) A qualifying purchaser acquires its rights in the controllable electronic record free of a claim of a property right in the controllable electronic record.
(6) Except as provided in subsections (1) and (5) for a controllable account and a controllable payment intangible or in law other than this part, a qualifying purchaser takes a right to payment, right to performance, or other interest in property evidenced by the controllable electronic record subject to a claim of a property right in the right to payment, right to performance, or other interest in property.
(7) An action may not be asserted against a qualifying purchaser based on both a purchase by the qualifying purchaser of a controllable electronic record and a claim of a property right in another controllable electronic record, regardless of whether the action is framed in conversion, replevin, constructive trust, equitable lien, or other theory.
(8) Filing of a financing statement under chapter 679 is not notice of a claim of a property right in a controllable electronic record.
History.—s. 6, ch. 2025-92.
669.105 Control of controllable electronic record.—
(1) A person has control of a controllable electronic record if the electronic record, a record attached to or logically associated with the electronic record, or a system in which the electronic record is recorded:
(a) Gives the person:
1. Power to avail itself of substantially all of the benefit from the electronic record; and
2. Exclusive power, subject to paragraph (b), to:
a. Prevent others from availing themselves of substantially all of the benefit from the electronic record; and
b. Transfer control of the electronic record to another person or cause another person to obtain control of another controllable electronic record as a result of the transfer of the electronic record; and
(b) Enables the person to identify itself readily in any way, including by name, identifying number, cryptographic key, office, or account number, as having the powers specified in paragraph (a).
(2) Except as provided in subsection (3), a power is exclusive under sub-subparagraphs (1)(a)2.a. and b. even if:
(a) The controllable electronic record, a record attached to or logically associated with the electronic record, or a system in which the electronic record is recorded limits the use of the electronic record or has a protocol programmed to cause a change, including a transfer or loss of control or a modification of benefits afforded by the electronic record; or
(b) The power is shared with another person.
(3) A power of a person is not shared with another person under paragraph (2)(b) 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:
1. Can exercise the power without exercise of the power by the person; or
2. Is the transferor to the person of an interest in the controllable electronic record or a controllable account or controllable payment intangible evidenced by the controllable electronic record.
(4) If a person has the powers specified in sub-subparagraphs (1)(a)2.a. and b., the powers are presumed to be exclusive.
(5) A person has control of a controllable electronic record if another person, other than the transferor to the person of an interest in the controllable electronic record or a controllable account or controllable payment intangible evidenced by the controllable electronic record:
(a) Has control of the electronic record and acknowledges that it has control on behalf of the person; or
(b) Obtains control of the electronic record after having acknowledged that it will obtain control of the electronic record on behalf of the person.
(6) A person that has control under this section is not required to acknowledge that it has control on behalf of another person unless the person otherwise agrees or law other than this part or chapter 679 provides otherwise.
(7) If a person acknowledges that it has or will obtain control on behalf of another person, the person does not owe any duty to the other person and is not required to confirm the acknowledgment to any other person.
History.—s. 7, ch. 2025-92.
669.106 Discharge of account debtor on controllable account or controllable payment intangible.—
(1) An account debtor on a controllable account or controllable payment intangible may discharge its obligation by paying:
(a) The person having control of the controllable electronic record that evidences the controllable account or controllable payment intangible; or
(b) Except as provided in subsection (2), a person that formerly had control of the controllable electronic record.
(2) Subject to subsection (4), the account debtor may not discharge its obligation by paying a person that formerly had control of the controllable electronic record if the account debtor receives a notification that:
(a) Is signed by a person that formerly had control or the person to which control was transferred;
(b) Reasonably identifies the controllable account or controllable payment intangible;
(c) Notifies the account debtor that control of the controllable electronic record that evidences the controllable account or controllable payment intangible was transferred;
(d) Identifies the transferee, in any reasonable way, including by name, identifying number, cryptographic key, office, or account number; and
(e) Provides a commercially reasonable method by which the account debtor is to pay the transferee.
(3) After receipt of a notification that complies with subsection (2), the account debtor may discharge its obligation by paying in accordance with the notification and may not discharge the obligation by paying a person that formerly had control.
(4) Subject to subsection (8), notification is ineffective under subsection (2):
(a) Unless, before the notification is sent, the account debtor and the person that, at that time, had control of the controllable electronic record that evidences the controllable account or controllable payment intangible agree in a signed record to a commercially reasonable method by which a person may furnish reasonable proof that control has been transferred;
(b) To the extent an agreement between the account debtor and seller of a payment intangible limits the account debtor’s duty to pay a person other than the seller and the limitation is effective under law other than this part; or
(c) At the option of the account debtor, if the notification notifies the account debtor to:
1. Divide a payment;
2. Make less than the full amount of an installment or other periodic payment; or
3. Pay any part of a payment by more than one method or to more than one person.
(5) Subject to subsection (8), if requested by the account debtor, the person giving the notification under subsection (2) must seasonably furnish reasonable proof that, using the method in the agreement referred to in paragraph (4)(a), control of the controllable electronic record has been transferred. Unless the person complies with the request, the account debtor may discharge its obligation by paying a person that formerly had control, even if the account debtor has received a notification under subsection (2).
(6) A person furnishes reasonable proof under subsection (5) that control has been transferred if the person demonstrates that, using the method in an agreement made under paragraph (4)(a), the transferee has the power to:
(a) Avail itself of substantially all the benefit from the controllable electronic record;
(b) Prevent others from availing themselves of substantially all the benefit from the controllable electronic record; and
(c) Transfer the powers specified in paragraphs (a) and (b) to another person.
(7) Subject to subsection (8), an account debtor may not waive or vary its rights under paragraph (4)(a) and subsection (5) or its option under paragraph (4)(c).
(8) This section is subject to law other than this part which establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family, or household purposes.
History.—s. 8, ch. 2025-92.
669.107 Governing law.—
(1) Except as provided in subsection (2), the local law of a controllable electronic record’s jurisdiction governs a matter covered by this part.
(2) For a controllable electronic record that evidences a controllable account or controllable payment intangible, the local law of the controllable electronic record’s jurisdiction governs a matter covered by s. 669.106 unless an effective agreement determines that the local law of another jurisdiction governs.
(3) The following rules determine a controllable electronic record’s jurisdiction under this section:
(a) If the controllable electronic record, or a record attached to or logically associated with the controllable electronic record and readily available for review, expressly provides that a particular jurisdiction is the controllable electronic record’s jurisdiction for purposes of this part or the Uniform Commercial Code, that jurisdiction is the controllable electronic record’s jurisdiction.
(b) If paragraph (a) does not apply and the rules of the system in which the controllable electronic record is recorded are readily available for review and expressly provide that a particular jurisdiction is the controllable electronic record’s jurisdiction for purposes of this part or the Uniform Commercial Code, that jurisdiction is the controllable electronic record’s jurisdiction.
(c) If paragraphs (a) and (b) do not apply and the controllable electronic record, or a record attached to or logically associated with the controllable electronic record and readily available for review, expressly provides that the controllable electronic record is governed by the law of a particular jurisdiction, that jurisdiction is the controllable electronic record’s jurisdiction.
(d) If paragraphs (a)-(c) do not apply and the rules of the system in which the controllable electronic record is recorded are readily available for review and expressly provide that the controllable electronic record or the system is governed by the law of a particular jurisdiction, that jurisdiction is the controllable electronic record’s jurisdiction.
(e) If paragraphs (a)-(d) do not apply, the controllable electronic record’s jurisdiction is the District of Columbia.
(4) If paragraph (3)(e) applies, and Article 12 is not in effect without material modification in the District of Columbia, the governing law for a matter subject to this part is the law of the District of Columbia as though Article 12 were in effect without material modification in the District of Columbia. For the purposes of this subsection, the term “Article 12” means Article 12 of the Uniform Commercial Code Amendments (2022).
(5) To the extent subsections (1) and (2) provide that the local law of the controllable electronic record’s jurisdiction governs a matter covered by this part, that law governs even if the matter or a transaction to which the matter relates does not bear any relation to the controllable electronic record’s jurisdiction.
(6) The rights acquired under s. 669.104 by a purchaser or qualifying purchaser are governed by the law applicable under this section at the time of purchase.
History.—s. 9, ch. 2025-92.
PART II
TRANSITIONAL PROVISIONS
669.501 Short title.
669.502 Definitions.
669.601 Saving clause.
669.701 Saving clause.
669.702 Security interest perfected before effective date.
669.703 Security interest unperfected before effective date.
669.704 Effectiveness of actions taken before effective date.
669.705 Priority.
669.706 Priority of claims when priority rules of chapter 679 do not apply.
669.501 Short title.—This part may be cited as “Uniform Commercial Code—Transitional Provisions.”
History.—s. 11, ch. 2025-92.
669.502 Definitions.—As used in this part:
(1)(a) “Adjustment date” means July 1, 2026.
(b) “Article 12” means Article 12 of the Uniform Commercial Code.
(c) “Article 12 property” means a controllable account, controllable electronic record, or controllable payment intangible.
(2) Other definitions applying to this chapter and the sections in which they appear are:

“Controllable account,” s. 679.1021.

“Controllable electronic record,” s. 669.102.

“Controllable payment intangible,” s. 679.1021.

“Electronic money,” s. 679.1021.

“Financing statement,” s. 679.1021.

(3) The general definitions and principles of construction and interpretation contained in chapter 671 apply to this part.
History.—s. 12, ch. 2025-92.
669.601 Saving clause.—Except as otherwise provided in this part, a transaction validly entered into before July 1, 2025, and the rights, duties, and interests flowing from such transaction remain valid thereafter and may be terminated, completed, consummated, or enforced as required or permitted by law other than the Uniform Commercial Code or, if applicable, by the Uniform Commercial Code as though this act had not taken effect.
History.—s. 13, ch. 2025-92.
669.701 Saving clause.—
(1) Except as provided in this part, chapter 679 as it existed on July 1, 2025, and Article 12 apply to a transaction, lien, or other interest in property, even if the transaction, lien, or interest was entered into, created, or acquired before July 1, 2025.
(2) Except as provided in subsection (3) and ss. 669.702-669.706, both of the following apply:
(a) A transaction, lien, or interest in property that was validly entered into, created, or transferred before July 1, 2025, and that was not governed by the Uniform Commercial Code but would be subject to chapter 679 as it existed on July 1, 2025, or to Article 12 if the transaction had been entered into, created, or transferred on or after July 1, 2025, including the rights, duties, and interests flowing from the transaction, lien, or interest, remains valid on and after July 1, 2025.
(b) The transaction, lien, or interest may be terminated, completed, consummated, and enforced as required or permitted by this part or by the law that would apply if this part had not taken effect.
(3) This section does not affect an action, a case, or a proceeding commenced before July 1, 2025.
History.—s. 14, ch. 2025-92.
669.702 Security interest perfected before effective date.—
(1) A security interest that is enforceable and perfected immediately before July 1, 2025, is a perfected security interest under this act if, on July 1, 2025, the requirements for enforceability and perfection under this section are fully satisfied without further action.
(2) If a security interest is enforceable and perfected immediately before July 1, 2025, but the requirements for enforceability or perfection under this act are not satisfied by July 1, 2025, all of the following apply to the security interest:
(a) It is a perfected security interest until the earlier of the time perfection would have ceased under the law in effect immediately before July 1, 2025, or the adjustment date.
(b) It remains enforceable thereafter only if the security interest satisfies the requirements for enforceability under s. 679.2031, as it existed on July 1, 2025, before the adjustment date.
(c) It remains perfected thereafter only if the requirements for perfection under this section are satisfied immediately before July 1, 2025.
History.—s. 15, ch. 2025-92.
669.703 Security interest unperfected before effective date.—A security interest that is enforceable immediately before July 1, 2025, but is unperfected by that date:
(1) Remains an enforceable security interest until the adjustment date;
(2) Remains enforceable thereafter if the security interest becomes enforceable under s. 679.2031, as it existed on July 1, 2025, or before the adjustment date; and
(3) Becomes perfected:
(a) Without further action, by July 1, 2025, if the requirements for perfection under this act are satisfied on or before that date; or
(b) When the requirements for perfection are satisfied, if satisfaction occurs after July 1, 2025.
History.—s. 16, ch. 2025-92.
669.704 Effectiveness of actions taken before effective date.—
(1) If action, other than the filing of a financing statement, is taken before July 1, 2025, and the action would have resulted in perfection of the security interest had the security interest become enforceable before July 1, 2025, the action is effective to perfect a security interest that attaches under this part before the adjustment date. An attached security interest becomes unperfected on the adjustment date unless the security interest becomes a perfected security interest under this part before the adjustment date.
(2) The filing of a financing statement before July 1, 2025, is effective to perfect a security interest on July 1, 2025, to the extent the filing would satisfy the requirements for perfection under this part.
(3) Action taken before July 1, 2025, is sufficient for the enforceability of a security interest as of July 1, 2025, if the action satisfies the requirements for enforceability under this part.
History.—s. 17, ch. 2025-92.
669.705 Priority.—
(1) Subject to subsections (2) and (3), this section determines the priority of conflicting claims to collateral.
(2) Subject to subsection (3), if the priority of claims to collateral was established before July 1, 2025, chapter 679 as in effect before July 1, 2025, determines priority.
(3) On the adjustment date, to the extent the priorities determined by chapter 679 as amended by this 1act modify the priorities established before July 1, 2025, the priorities of claims to Article 12 property and electronic money established before July 1, 2025, cease to apply.
History.—s. 18, ch. 2025-92.
1Note.—The word “act” was substituted for the word “part” by the editors to conform to context.
669.706 Priority of claims when priority rules of chapter 679 do not apply.—
(1) Subject to subsections (2) and (3), Article 12 determines the priority of conflicting claims to Article 12 property when the priority rules of chapter 679 as amended by this act do not apply.
(2) Subject to subsection (3), when the priority rules of chapter 679 as amended by this act do not apply and the priorities of claims to Article 12 property were established before July 1, 2025, law other than Article 12 determines priority.
(3) When the priority rules of chapter 679 as amended by this 1act do not apply, to the extent the priorities determined by this act modify the priorities established as of July 1, 2025, the priorities of claims to Article 12 property established before July 1, 2025, cease to apply on the adjustment date.
History.—s. 19, ch. 2025-92.
1Note.—The word “act” was substituted for the word “part” by the editors to conform to context.
PART III
MISCELLANEOUS PROVISIONS
669.711 Construction.
669.711 Construction.—This chapter does not authorize, create, or imply the endorsement of a central bank digital currency.
History.—s. 21, ch. 2025-92.