HB 515 — Uniform Commercial Code

Section 5.

Section 669.103, Florida Statutes, is created to read:

(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 Pageelectronic 16record ofthat 181evidences CODING:the account or payment intangible.

Page 16 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 (3) Except as provided in this section, law other than this part determines whether a person acquires a right in a controllable electronic record thatand evidences the accountright orthat paymentthe intangible.person acquires.

(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.

(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, Page 17 of 181180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 right in another controllable electronic record, regardless of whether the action is framed in conversion, replevin, constructive trust, equitable lien, or other theory.

and (b) Enables the person to identify itself readily in any way, including by name, identifying number, cryptographic key, Pageoffice, 18or ofaccount 181number, CODING:as having the powers specified in paragraph (a).

Page 18 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 office,(2) orExcept accountas number,provided asin havingsubsection the(3), powersa specifiedpower inis paragraphexclusive (a).under sub-subparagraphs (1)(a)2.a.

(2) Except as provided in subsection (3), a power is exclusive under sub-subparagraphs (1)(a)2.a.

and b., the powers are presumed to be Pageexclusive. 19 of 181 CODING:

(5) A person has control of a controllable electronic Page 19 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 exclusive.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:

(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:

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 Pagepaying: 20 of 181 CODING:

(a) The person having control of the controllable Page 20 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 paying:electronic record that evidences the controllable account or controllable payment intangible;

(a) The person having control of the controllable electronic record that evidences the controllable account or controllable payment intangible;

(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 Pagedischarge 21the ofobligation 181by CODING:paying a person that formerly had control.

Page 21 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 discharge(4) theSubject obligationto bysubsection paying(8), anotification personis thatineffective formerlyunder hadsubsection control.(2):

(4) Subject to subsection (8), notification is ineffective under subsection (2):

(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 Pagecontrollable 22electronic ofrecord 181has CODING:been transferred.

Unless the person complies with the request, the account debtor may Page 22 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 controllabledischarge electronicits recordobligation by paying a person that formerly had control, even if the account debtor has beenreceived transferred.a notification under subsection (2).

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).

669.107 Governing law.— (1) Except as provided in subsection (2), the local law of Page 23 of 181180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 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.

(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 Pagejurisdiction. 24 of 181 CODING:

(c) If paragraphs (a) and (b) do not apply and the Page 24 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 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.

(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.

(5) To the extent subsections (1) and (2) provide that the local law of the controllable electronic record's jurisdiction Page 25 of 181180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 (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.

Page(2) 26Other ofdefinitions 181applying CODING:to this chapter and the sections in which they appear are:

Page 26 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 (2)"Controllable Otheraccount," definitionss. applying to this chapter and the sections in which they appear are:

"Controllable account," s.

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, Pagelien, 27or ofinterest 181was CODING:entered into, created, or acquired before July 1, 2025.

Page 27 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 lien,(2) orExcept interestas wasprovided enteredin into,subsection created,(3) orand acquiredss. before July 1, 2025.

(2) Except as provided in subsection (3) and ss.

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 Pagefor 28enforceability ofand 181perfection CODING:under this section are fully satisfied without further action.

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hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 (2) If a security interest is enforceable and perfected immediately before July 1, 2025, but the requirements for enforceability andor perfection under this sectionact are fullynot satisfied withoutby furtherJuly action.1, 2025, all of the following apply to the security interest:

(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:

(2) Remains enforceable thereafter if the security Pageinterest 29becomes ofenforceable 181under CODING:s.

679.2031, as it existed on July 1, 2025, or before the adjustment date;

and Page 29 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 interest(3) becomesBecomes enforceableperfected: under s.

679.2031, as it existed on July 1, 2025, or before the adjustment date;

and (3) Becomes perfected:

(3) Action taken before July 1, 2025, is sufficient for the enforceability of a security interest as of July 1, 2025, if Page 30 of 181180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 (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.

(2) Subject to subsection (3), when the priority rules of chapter 679 as amended by this act do not apply and the Page 31 of 181180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 (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.

The instruction is transmitted by the sender directly Pageto 32the ofreceiving 181bank CODING:or to an agent, funds-transfer system, or communication system for transmittal to the receiving bank.

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hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 toSection the21. receiving bank or to an agent, funds-transfer system, or communication system for transmittal to the receiving bank.

Section 21.

670.202 Authorized and verified payment orders.— (2) If a bank and its customer have agreed that the Page 33 of 181180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 670.202 Authorized and verified payment orders.— (2) If a bank and its customer have agreed that the authenticity of payment orders issued to the bank in the name of the customer as sender will be verified pursuant to a security procedure, a payment order received by the receiving bank is effective as the order of the customer, whether or not authorized, if the security procedure is a commercially reasonable method of providing security against unauthorized payment orders and the bank proves that it accepted the payment order in good faith and in compliance with the bank's obligations under the security procedure and any written agreement or instruction of the customer, evidenced by a record, restricting acceptance of payment orders issued in the name of the customer.

and security procedures in general use by customers Pageand 34receiving ofbanks 181similarly CODING:situated.

A security procedure is deemed to be commercially reasonable if:

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hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 (a) The security procedure was chosen by the customer after the bank offered, and receivingthe bankscustomer similarlyrefused, situated.a security procedure that was commercially reasonable for that customer;

A security procedure is deemed to be commercially reasonable if:

(a) The security procedure was chosen by the customer after the bank offered, and the customer refused, a security procedure that was commercially reasonable for that customer;

PageSection 3524. of 181 CODING:

Paragraph (b) of subsection (3) of section 670.207, Florida Statutes, is amended to read:

Page 35 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 Section670.207 24.Misdescription of beneficiary.— (3) If a payment order described in subsection (2) is accepted, the originator's payment order described the beneficiary inconsistently by name and number, and the beneficiary's bank pays the person identified by number as permitted by paragraph (2)(a), the following rules apply:

Paragraph (b) of subsection (3) of section 670.207, Florida Statutes, is amended to read:

670.207 Misdescription of beneficiary.— (3) If a payment order described in subsection (2) is accepted, the originator's payment order described the beneficiary inconsistently by name and number, and the beneficiary's bank pays the person identified by number as permitted by paragraph (2)(a), the following rules apply:

670.208 Misdescription of intermediary bank or beneficiary's bank.— (2) This subsection applies to a payment order identifying an intermediary bank or the beneficiary's bank both by name and Page 36 of 181180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 (2) This subsection applies to a payment order identifying an intermediary bank or the beneficiary's bank both by name and an identifying number if the name and number identify different persons.

Rejection is effective when the Pagenotice 37is ofgiven 181if CODING:transmission is by a means that is reasonable in the circumstances.

If notice of rejection is given by a means Page 37 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 noticethat is givennot ifreasonable, transmissionrejection is byeffective awhen meansthe thatnotice is reasonablereceived. in the circumstances.

If notice of rejection is given by a means that is not reasonable, rejection is effective when the notice is received.

670.305 Liability for late or improper execution or failure to execute payment order.— (3) In addition to the amounts payable under subsections (1) and (2), damages, including consequential damages, are Page 38 of 181180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 (3) In addition to the amounts payable under subsections (1) and (2), damages, including consequential damages, are recoverable to the extent provided in an express written agreement of the receiving bank, evidenced by a record.

PageSection 3931. of 181 CODING:

Subsection (1) of section 671.101, Florida Statutes, is amended to read:

Page 39 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 Section671.101 31.Short title;

Subsection (1) of section 671.101, Florida Statutes, is amended to read:

671.101 Short title;

671.107 Waiver or renunciation of claim or right after breach.—A claim or right arising out of an alleged breach can be discharged in whole or in part without consideration by Page 40 of 181180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 breach.—A claim or right arising out of an alleged breach can be discharged in whole or in part without consideration by agreement of the aggrieved party in a signed an authenticated record.

(a) A heading in capitals equal to or greater in size than the surrounding text, or in contrasting type, font, or color to Pagethe 41surrounding text of 181the CODING:same or lesser size;

and (b) Language in the body of a record or display in larger Page 41 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 type than the surrounding text or set off from surrounding text of the same size by symbols or lesserother size;marks that call attention to the language.

and (b) Language in the body of a record or display in larger type than the surrounding text or set off from surrounding text of the same size by symbols or other marks that call attention to the language.

Page(a) 42Has ofactual 181knowledge CODING:of it;

(b) Has received a notice or notification of it;

or Page 42 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 (a)(c) HasFrom actualall knowledgethe offacts it;and circumstances known to the person at the time in question, has reason to know that it exists.

(b) Has received a notice or notification of it;

or (c) From all the facts and circumstances known to the person at the time in question, has reason to know that it exists.

or Pageany 43other oflegal 181or CODING:commercial entity.

The term includes a protected series, however denominated, of an entity if the Page 43 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 anyprotected series is established under law other legalthan the Uniform Commercial Code which limits, or commercialconditionally entity.limits if conditions specified under the law are satisfied, the ability of a creditor of the entity or of any other protected series of the entity to satisfy a claim from assets of the protected series.

The term includes a protected series, however denominated, of an entity if the protected series is established under law other than the Uniform Commercial Code which limits, or conditionally limits if conditions specified under the law are satisfied, the ability of a creditor of the entity or of any other protected series of the entity to satisfy a claim from assets of the protected series.

or (b) Attach to or logically associate with the record an electronic symbol, sound, or process means bearing any symbol executed or adopted by a party with present intention to adopt Page 44 of 181180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 electronic symbol, sound, or process means bearing any symbol executed or adopted by a party with present intention to adopt or accept a writing.

669.501- 669.706, a transaction validly entered into before July 1, 2025, and the rights, duties, and interests flowing from such Page 45 of 181180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 669.706, 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.

(a) Apply to a transaction that, even though in the form Pageof 46an ofunconditional 181contract CODING:to sell or present sale, operates only to create a security interest.

Page 46 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 of(b) anImpair unconditionalor contractrepeal toa sellstatute orregulating presentsales sale,to operatesconsumers, onlyfarmers, toor createother aspecified securityclasses interest.of buyers;

(b) Impair or repeal a statute regulating sales to consumers, farmers, or other specified classes of buyers;

(2) Goods or conduct including any part of a performance are "conforming" or conform to the contract when they are in Pageaccordance 47with ofthe 181obligations CODING:under the contract.

(3) "Termination" occurs when either party pursuant to a Page 47 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 accordancepower withcreated theby obligationsagreement underor law puts an end to the contract.contract otherwise than for its breach.

(3) "Termination" occurs when either party pursuant to a power created by agreement or law puts an end to the contract otherwise than for its breach.

statute of frauds.— (1) Except as otherwise provided in this section a contract for the sale of goods for the price of $500 or more is not enforceable by way of action or defense unless there is a record some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by the party's his or her Page 48 of 181180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 sale has been made between the parties and signed by the party against whom enforcement is sought or by the party's his or her authorized agent or broker.

and (2) By evidence of consistent additional terms unless the court finds the record writing to have been intended also as a Page 49 of 181180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 (2) By evidence of consistent additional terms unless the court finds the record writing to have been intended also as a complete and exclusive statement of the terms of the agreement.

672.209 Modification, rescission, and waiver.— (2) A signed agreement which excludes modification or rescission except by a signed writing or other signed record cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant Page 50 of 181180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party.

(a) Is payable to bearer or to order at the time it is Pageissued 51or first comes into possession of 181a CODING:holder;

(b) Is payable on demand or at a definite time;

and Page 51 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 issued(c) Does not state any other undertaking or firstinstruction comesby intothe possessionperson promising or ordering payment to do any act in addition to the payment of amoney, holder;but the promise or order may contain:

(b) Is payable on demand or at a definite time;

and (c) Does not state any other undertaking or instruction by the person promising or ordering payment to do any act in addition to the payment of money, but the promise or order may contain:

or (b) If agreed to by the payee, the first transmission by the drawer to the payee of an image of an item and information derived from the item which enables the depositary bank to collect the item under federal law by transferring or presenting Page 52 of 181180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 derived from the item which enables the depositary bank to collect the item under federal law by transferring or presenting an electronic check.

Destruction, mutilation, or cancellation of the Pageinstrument; 53 of 181 CODING:

Words stricken are deletions;

words underlined are additions.

hb515-02-c2 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB 515 2025 instrument;

orPage 4.53 of 180 CODING:

Words stricken are deletions;

words underlined are additions.

hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/HB 515 2025 or 4.

669.501- 669.706, 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 Pageeffect. 54 of 181 CODING:

Section 53.

Section 675.104, Florida Statutes, is amended Page 54 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 effect.to read:

Section 53.

Section 675.104, Florida Statutes, is amended to read:

If more than one address Pageis 55indicated, ofthe 181person CODING:is considered to be located at the address from which the person's undertaking was issued.

Page 55 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 is(a) indicated,For the personpurpose of jurisdiction, choice of law, and recognition of interbranch letters of credit, but not enforcement of a judgment, all branches of a bank are considered separate juridical entities and a bank is considered to be located at the addressplace fromwhere whichits therelevant person'sbranch undertakingis wasconsidered issued.to be located under paragraph (b) this subsection.

(a) For the purpose of jurisdiction, choice of law, and recognition of interbranch letters of credit, but not enforcement of a judgment, all branches of a bank are considered separate juridical entities and a bank is considered to be located at the place where its relevant branch is considered to be located under paragraph (b) this subsection.

(3)(4) This chapter governs to the extent of any conflict Pagebetween 56this ofchapter 181and CODING:chapter 670, chapter 673, chapter 674, or chapter 679.

Page 56 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 between(4)(5) The forum for settling disputes arising out of an undertaking within this chapter may be chosen in the manner and chapterwith 670,the chapterbinding 673,effect chapterthat 674,governing orlaw chaptermay 679.be chosen in accordance with subsection (1).

(4)(5) The forum for settling disputes arising out of an undertaking within this chapter may be chosen in the manner and with the binding effect that governing law may be chosen in accordance with subsection (1).

(l) "Sign" means, with present intent to authenticate or Pageadopt 57a ofrecord: 181 CODING:

Words stricken are deletions;

words underlined are additions.

hb515-02-c2 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB 515 2025 adopt a record:

or 2.Page 57 of 180 CODING:

Words stricken are deletions;

words underlined are additions.

hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/HB 515 2025 2.

(d) Copies or amendments that add or change an identified Pagetransferee 58assignee of 181the CODING:authoritative copy can be made only with the consent of the person asserting control;

Page 58 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 transferee(e) assigneeEach copy of the authoritative copy canand beany madecopy onlyof witha thecopy consentis ofreadily theidentifiable personas assertinga control;copy that is not the authoritative copy;

(e) Each copy of the authoritative copy and any copy of a copy is readily identifiable as a copy that is not the authoritative copy;

(4) Subject to subsection (5), a power is exclusive under Pagesubparagraphs 59(3)(c)1. of 181 CODING:

Words stricken are deletions;

words underlined are additions.

hb515-02-c2 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB 515 2025 subparagraphs (3)(c)1.

(a) The authoritative electronic copy, a record attached toPage or59 logically associated with the authoritative electronic copy, or a system in which the authoritative electronic copy is recorded limits the use of the180 documentCODING: of title or has a protocol that is programmed to cause a change, including a transfer or loss of control;

Words stricken are deletions;

words underlined are additions.

hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/HB 515 2025 to or logically associated with the authoritative electronic copy, or a system in which the authoritative electronic copy is recorded limits the use of the document of title or has a protocol that is programmed to cause a change, including a transfer or loss of control;

or (b) Obtains control of the document after having acknowledged that it will obtain control of the document on Page 60 of 181180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 (b) Obtains control of the document after having acknowledged that it will obtain control of the document on behalf of the person.

PageSection 6160. of 181 CODING:

Paragraph (f) of subsection (1) and subsection (2) of section 678.1021, Florida Statutes, are amended, and Page 61 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 Sectionparagraph 60.(i) of subsection (1) of that section is republished, to read:

Paragraph (f) of subsection (1) and subsection (2) of section 678.1021, Florida Statutes, are amended, and paragraph (i) of subsection (1) of that section is republished, to read:

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, Pagea 62security ofcertificate, 181or CODING:a security entitlement.

(2) The following Other definitions in applying to this Page 62 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 achapter securityand certificate,other orchapters aapply securityto entitlement.this section the sections in which they appear are:

(2) The following Other definitions in applying to this chapter and other chapters apply to this section the sections in which they appear are:

PageSection 6362. of 181 CODING:

Subsection (4) of section 678.1061, Florida Statutes, is amended, and subsections (8) and (9) are added to Page 63 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 Sectionthat 62.section, to read:

Subsection (4) of section 678.1061, Florida Statutes, is amended, and subsections (8) and (9) are added to that section, to read:

(9) If a person acknowledges that it has or will obtain control on behalf of a purchaser unless the person otherwise agrees, or law other than this section or chapter 679 otherwise Page 64 of 181180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 control on behalf of a purchaser unless the person otherwise agrees, or law other than this section or chapter 679 otherwise provides, the person does not owe any duty to the purchaser and is not required to confirm the acknowledgment to any other person.

669.501- 669.706, a transaction validly entered into before July 1, 2025, and the rights, duties, and interests flowing from such Page 65 of 181180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 669.706, 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.

(b) "Account," except as used in "account for," "account statement," "account to," "commodity account" as used in paragraph (o), "customer account," "deposit account" as used in paragraph (ff), "on account of," and "statement of account," means a right to payment of a monetary obligation, regardless of whether or not earned by performance, for property that has been or is to be sold, leased, licensed, assigned, or otherwise Pagedisposed 66of; of 181 CODING:

Words stricken are deletions;

words underlined are additions.

hb515-02-c2 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB 515 2025 disposed of;

for a secondary obligationPage incurred66 orof to180 beCODING: incurred;

Words stricken are deletions;

words underlined are additions.

hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/HB 515 2025 obligation incurred or to be incurred;

Page1. 67 of 181 CODING:

Words stricken are deletions;

words underlined are additions.

hb515-02-c2 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB 515 2025 1.

Indicating the aggregate unpaid secured obligations as ofPage a67 date not more than 35 days earlier or 35 days later than the date of the180 record;CODING:

Words stricken are deletions;

words underlined are additions.

hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/HB 515 2025 of a date not more than 35 days earlier or 35 days later than the date of the record;

The term includes a secured party that has transferred a security interest to another person Page(g) 68"Authenticate" ofmeans: 181 CODING:

Words stricken are deletions;

words underlined are additions.

hb515-02-c2 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB 515 2025 (g) "Authenticate" means:

or 2.Page 68 of 180 CODING:

Words stricken are deletions;

words underlined are additions.

hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/HB 515 2025 2.

The term does not include a right to payment arising out of a charter or other contract involving the use or hire of a vessel or a right to payment arising out of the use of a credit or charge card or information contained on or for use with the card a record or records that evidence both a monetary obligation and a security interest in specific goods, a security interest in specific goods and software used in the goods, a security interest in specific goods and license of software used in the Page 69 of 181180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 specific goods and software used in the goods, a security interest in specific goods and license of software used in the goods, a lease of specific goods, or a lease of specific goods and license of software used in the goods.

(hh)(ee) "Electronic money" means money in an electronic form chattel paper" means chattel paper evidenced by a record or Pagerecords 70consisting of 181information CODING:stored in an electronic medium.

Page 70 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 records(ss)(pp) consisting"General ofintangible" informationmeans storedany personal property, including things in anaction, electronicother medium.than accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, or other minerals before extraction.

(ss)(pp) "General intangible" means any personal property, including things in action, other than accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, or other minerals before extraction.

671.201, but does not include a deposit account,account a central bank digital currency, or money in an electronic form that cannot be subjected to control under s.

(mmm)(iii) "Payment intangible" means a general intangible under which the account debtor's principal obligation is a Pagemonetary 71obligation. of 181 CODING:

The term includes a controllable payment intangible.

(rrr)(nnn) "Proposal" means a record signed authenticated Page 71 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 monetaryby obligation.a secured party which includes the terms on which the secured party is willing to accept collateral in full or partial satisfaction of the obligation it secures pursuant to ss.

The term includes a controllable payment intangible.

(rrr)(nnn) "Proposal" means a record signed authenticated by a secured party which includes the terms on which the secured party is willing to accept collateral in full or partial satisfaction of the obligation it secures pursuant to ss.

Page"Certificated 72security," ofs. 181 CODING:

Words stricken are deletions;

words underlined are additions.

hb515-02-c2 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB 515 2025 "Certificated security," s.

"ContractPage for72 sale,"of s.180 CODING:

Words stricken are deletions;

words underlined are additions.

hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/HB 515 2025 "Contract for sale," s.

Page"Merchant," 73s. of 181 CODING:

Words stricken are deletions;

words underlined are additions.

hb515-02-c2 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB 515 2025 "Merchant," s.

"Note,"Page s.73 of 180 CODING:

Words stricken are deletions;

words underlined are additions.

hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/HB 515 2025 "Note," s.

(b) The debtor, secured party, and bank have agreed in a signed an authenticated record that the bank will comply with instructions originated by the secured party directing Pagedisposition 74 of 181the CODING:funds in the deposit account without further consent by the debtor.;

or (c) The secured party becomes the bank's customer with Page 74 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 dispositionrespect ofto the funds in the deposit accountaccount. without further consent by the debtor.;

or (c) The secured party becomes the bank's customer with respect to the deposit account.

(b) The authoritative copy identifies the purchaser as the Pageassignee 75 of 181the CODING:record or records;

(c) The authoritative copy is communicated to and maintained by the purchaser or its designated custodian;

Page 75 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 (d) Copies or amendments that add or change an identified assignee of the recordauthoritative orcopy records;can be made only with the consent of the purchaser;

(c) The authoritative copy is communicated to and maintained by the purchaser or its designated custodian;

(d) Copies or amendments that add or change an identified assignee of the authoritative copy can be made only with the consent of the purchaser;

Page1. 76 of 181 CODING:

Words stricken are deletions;

words underlined are additions.

hb515-02-c2 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB 515 2025 1.

(4)Page Subject76 toof subsection180 (5),CODING: a power is exclusive under subparagraphs (3)(c)1.

Words stricken are deletions;

words underlined are additions.

hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/HB 515 2025 (4) Subject to subsection (5), a power is exclusive under subparagraphs (3)(c)1.

(7) A purchaser has control of an authoritative electronic copy of a record evidencing chattel paper if another person, other than the transferor to the purchaser of an interest in the Page 77 of 181180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 (7) A purchaser has control of an authoritative electronic copy of a record evidencing chattel paper if another person, other than the transferor to the purchaser of an interest in the chattel paper:

(d) Copies or amendments that add or change an identified Pageassignee 78of the authoritative copy can be made only with the consent of 181the CODING:secured party;

(e) Each copy of the authoritative copy and any copy of a Page 78 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 assigneecopy ofis thereadily authoritativeidentifiable copyas cana becopy madethat onlyis withnot the consentauthoritative ofcopy; the secured party;

(e) Each copy of the authoritative copy and any copy of a copy is readily identifiable as a copy that is not the authoritative copy;

(b) The electronic money, a record attached to or logically associated with the electronic money, or a system in which the electronic money is recorded enables the person readily to identify itself in any way, including by name, Page 79 of 181180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 logically associated with the electronic money, or a system in which the electronic money is recorded enables the person readily to identify itself in any way, including by name, identifying number, cryptographic key, office, or account number, as having the powers under paragraph (a).

and b., the powers are presumed to be Pageexclusive. 80 of 181 CODING:

(5) A person has control of electronic money if another person, other than the transferor to the person of an interest Page 80 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 exclusive.in the electronic money:

(5) A person has control of electronic money if another person, other than the transferor to the person of an interest in the electronic money:

679.1053 is not required to acknowledge that it Pagehas 81control on behalf of 181another CODING:person.

(2) If a person acknowledges that it has or will obtain control on behalf of another person, unless the person otherwise Page 81 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 hasagrees, controlor onlaw behalfother ofthan anotherthis chapter otherwise provides, the person does not owe any duty to the other person and is not required to confirm the acknowledgment to any other person.

(2) If a person acknowledges that it has or will obtain control on behalf of another person, unless the person otherwise agrees, or law other than this chapter otherwise provides, the person does not owe any duty to the other person and is not required to confirm the acknowledgment to any other person.

The collateral is a certificated security in registered Pageform 82and ofthe 181security CODING:certificate has been delivered to the secured party under s.

678.3011 pursuant to the debtor's security agreement;

or Page 82 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 form4. and the security certificate has been delivered to the secured party under s.

678.3011 pursuant to the debtor's security agreement;

or 4.

(c) The description of the account in the security agreement conspicuously states that the real property is the Pagedebtor's 83homestead; of 181 CODING:

and (d) The security agreement is also signed authenticated by the debtor's spouse, if the debtor is married;

if the debtor's Page 83 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 spouse is incompetent, then the method of signature authentication by the debtor's homestead;spouse is the same as provided by the laws of this state, other than this chapter, which apply to the alienation or encumbrance of homestead property by an incompetent person.

and (d) The security agreement is also signed authenticated by the debtor's spouse, if the debtor is married;

if the debtor's spouse is incompetent, then the method of signature authentication by the debtor's spouse is the same as provided by the laws of this state, other than this chapter, which apply to the alienation or encumbrance of homestead property by an incompetent person.

Page679.3151(1); 84 of 181 CODING:

or (c) Under an after-acquired property clause to property that is proceeds of consumer goods or a commercial tort claim.

Page 84 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 679.3151(1);Section 75.

or (c) Under an after-acquired property clause to property that is proceeds of consumer goods or a commercial tort claim.

Section 75.

679.1041(1)(b) shall send to the bank with which the Pagedeposit 85account ofis 181maintained CODING:a signed record an authenticated statement that releases the bank from any further obligation to comply with instructions originated by the secured party;

Page 85 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 deposit(b) accountA issecured maintainedparty ahaving signedcontrol recordof ana authenticateddeposit statementaccount thatunder releasess. the bank from any further obligation to comply with instructions originated by the secured party;

(b) A secured party having control of a deposit account under s.

and Page3. 86 of 181 CODING:

Take appropriate action to enable the debtor or the debtor's designated custodian to make copies of or revisions to the authoritative copy which add or change an identified Page 86 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 3.assignee of the authoritative copy without the consent of the secured party;

Take appropriate action to enable the debtor or the debtor's designated custodian to make copies of or revisions to the authoritative copy which add or change an identified assignee of the authoritative copy without the consent of the secured party;

679.1052 of electronic money shall transfer control of the electronic money Pageto 87the ofdebtor 181or CODING:a person designated by the debtor;

and (h) A secured party having control under s.

669.105 of a controllable electronic record, other than a buyer of a Page 87 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 controllable account or controllable payment intangible evidenced by the controllable electronic record, shall transfer control of the controllable electronic record to the debtor or a person designated by the debtor;debtor of an electronic document shall:

and (h) A secured party having control under s.

669.105 of a controllable electronic record, other than a buyer of a controllable account or controllable payment intangible evidenced by the controllable electronic record, shall transfer control of the controllable electronic record to the debtor or a person designated by the debtor of an electronic document shall:

679.209 Duties of secured party if account debtor has been notified of assignment.— Page(2) 88Within of10 181days CODING:after receiving a signed an authenticated demand by the debtor, a secured party shall send to an account debtor that has received notification under s.

Page 88 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 (2)669.106(2) Withinor 10 days after receiving a signed an authenticated demand by the debtor, a secured party shall send to an account debtor that has received notification under s.

669.106(2) or s.

(d) "Request regarding a statement of account" means a record signed authenticated by a debtor requesting that the recipient approve or correct a statement indicating what the Page 89 of 181180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 (d) "Request regarding a statement of account" means a record signed authenticated by a debtor requesting that the recipient approve or correct a statement indicating what the debtor believes to be the aggregate amount of unpaid obligations secured by collateral as of a specified date and reasonably identifying the transaction or relationship that is the subject of the request.

and (b) In the case of a request regarding a list of collateral or a request regarding a statement of account, by signing authenticating and sending to the debtor an approval or Pagecorrection. 90 of 181 CODING:

(3) A secured party that claims a security interest in all of a particular type of collateral owned by the debtor may Page 90 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 correction.comply with a request regarding a list of collateral by sending to the debtor a signed an authenticated record including a statement to that effect within 14 days after receipt.

(3) A secured party that claims a security interest in all of a particular type of collateral owned by the debtor may comply with a request regarding a list of collateral by sending to the debtor a signed an authenticated record including a statement to that effect within 14 days after receipt.

and (b) If known to the recipient, providing the name and mailing address of any assignee of or successor to the Pagerecipient's 91interest ofin 181the CODING:obligations.

(6) A debtor is entitled under this section without charge to one response to a request for an accounting or a request Page 91 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 recipient'sregarding interesta instatement theof obligations.account for each secured obligation during any 6-month period.

(6) A debtor is entitled under this section without charge to one response to a request for an accounting or a request regarding a statement of account for each secured obligation during any 6-month period.

679.1091, 679.3031, 679.3041, 679.3051, and 679.3061, and 679.3062, the following rules determine the law governing perfection, the effect of perfection or nonperfection, and the priority of a Page 92 of 181180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 679.3031, 679.3041, 679.3051, and 679.3061, and 679.3062, the following rules determine the law governing perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral:

(4) The local law of the jurisdiction in which the wellhead or minehead is located governs perfection, the effect Pageof 93perfection or nonperfection, and the priority of 181a CODING:security interest in as-extracted collateral.

(5) The law of this state governs:

Page 93 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 of(a) The perfection orof nonperfection,a andsecurity theinterest priorityin ofgoods athat securityare interestor are to become fixtures in as-extractedthis collateral.state by the filing of a fixture filing.

(5) The law of this state governs:

(a) The perfection of a security interest in goods that are or are to become fixtures in this state by the filing of a fixture filing.

(e) Paragraphs (b), (c), and (d) apply even if the Pagetransaction 94does ofnot 181bear CODING:any relation to the jurisdiction.

Words stricken are deletions;

words underlined are additions.

hb515-02-c2 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB 515 2025 transaction does not bear any relation to the jurisdiction.

679.3062Page Law94 governing perfection and priority of security180 interestsCODING: in chattel paper.— (1) Except as provided in subsection (4), if chattel paper is evidenced only by an authoritative electronic copy of the chattel paper or is evidenced by an authoritative electronic copy and an authoritative tangible copy, the local law of the chattel paper's jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in the chattel paper, even if the transaction does not bear any relation to the chattel paper's jurisdiction.

Words stricken are deletions;

words underlined are additions.

hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/HB 515 2025 679.3062 Law governing perfection and priority of security interests in chattel paper.— (1) Except as provided in subsection (4), if chattel paper is evidenced only by an authoritative electronic copy of the chattel paper or is evidenced by an authoritative electronic copy and an authoritative tangible copy, the local law of the chattel paper's jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in the chattel paper, even if the transaction does not bear any relation to the chattel paper's jurisdiction.

(b) If paragraph (a) does not apply and the rules of the system in which the authoritative electronic copy is recorded are readily available for review and expressly provide that a Pageparticular 95jurisdiction ofis 181the CODING:chattel paper's jurisdiction for purposes of s.

679.3061, this chapter, or the Uniform Commercial Code, that jurisdiction is the chattel paper's jurisdiction.

Page 95 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 particular(c) jurisdictionIf isparagraphs (a) and (b) do not apply and the chattelauthoritative paper'selectronic jurisdictioncopy, or a record attached to or logically associated with the electronic copy and readily available for purposesreview, expressly provides that the chattel paper is governed by the law of s.a particular jurisdiction, that jurisdiction is the chattel paper's jurisdiction.

679.3061, this chapter, or the Uniform Commercial Code, that jurisdiction is the chattel paper's jurisdiction.

(c) If paragraphs (a) and (b) do not apply and the authoritative electronic copy, or a record attached to or logically associated with the electronic copy and readily available for review, expressly provides that the chattel paper is governed by the law of a particular jurisdiction, that jurisdiction is the chattel paper's jurisdiction.

and Page(b) 96The effect of 181perfection CODING:or nonperfection and the priority of a security interest in the chattel paper.

(4) The local law of the jurisdiction in which the debtor Page 96 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 (b)is Thelocated effectgoverns of perfection or nonperfection and the priority of a security interest in the chattel paper.paper by filing.

(4) The local law of the jurisdiction in which the debtor is located governs perfection of a security interest in chattel paper by filing.

PageSection 9784. of 181 CODING:

Subsection (2) of section 679.3101, Florida Statutes, is amended, and subsection (1) of that section is republished, to read:

Page 97 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 Section679.3101 84.When filing required to perfect security interest or agricultural lien;

Subsection (2) of section 679.3101, Florida Statutes, is amended, and subsection (1) of that section is republished, to read:

679.3101 When filing required to perfect security interest or agricultural lien;

(g) In a certificated security which is perfected by delivery of the security certificate to the secured party under Pages. 98 of 181 CODING:

679.3131;

(h) In controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, Page 98 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 electronic chattel paper, electronic documents, investment property, or letter-of-credit rights which is perfected by control under s.

679.3131;

(h) In controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, electronic chattel paper, electronic documents, investment property, or letter-of-credit rights which is perfected by control under s.

Page(b) 99And ofexcept 181as CODING:otherwise provided in s.

Words stricken are deletions;

words underlined are additions.

hb515-02-c2 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB 515 2025 (b) And except as otherwise provided in s.

(c)Page A99 securityof interest180 inCODING: tangible money may be perfected only by the secured party's taking possession under s.

Words stricken are deletions;

words underlined are additions.

hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/HB 515 2025 (c) A security interest in tangible money may be perfected only by the secured party's taking possession under s.

(5) A security interest in certificated securities, negotiable documents, or instruments is perfected without filing or the taking of possession or control for a period of 20 days Pagefrom 100the oftime 181it CODING:attaches to the extent that it arises for new value given under a signed an authenticated security agreement.

(6) A perfected security interest in a negotiable document Page 100 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 fromor thegoods timein itpossession attachesof toa thebailee, extentother than one that ithas arisesissued a negotiable document for newthe valuegoods, givenremains underperfected afor signed20 andays authenticatedwithout securityfiling agreement.if the secured party makes available to the debtor the goods or documents representing the goods for the purpose of:

(6) A perfected security interest in a negotiable document or goods in possession of a bailee, other than one that has issued a negotiable document for the goods, remains perfected for 20 days without filing if the secured party makes available to the debtor the goods or documents representing the goods for the purpose of:

679.3131 When possession by or delivery to secured party perfects security interest without filing.— (1) Except as otherwise provided in subsection (2), a secured party may perfect a security interest in tangible Page 101 of 181180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 perfects security interest without filing.— (1) Except as otherwise provided in subsection (2), a secured party may perfect a security interest in tangible negotiable documents, goods, instruments, negotiable tangible documents, or tangible money, or tangible chattel paper by taking possession of the collateral.

(4) If perfection of a security interest depends upon possession of the collateral by a secured party, perfection occurs not no earlier than the time the secured party takes possession and continues only while the secured party retains Pagepossession. 102 of 181 CODING:

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words underlined are additions.

hb515-02-c2 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB 515 2025 possession.

679.3141Page Perfection102 by control.— (1) A security interest in controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, electronic documents, electronic money, investment property, or letter-of-credit rights investment property, deposit accounts, letter-of-credit rights, electronic chattel paper, or electronic documents may be perfected by control of the180 collateralCODING: under s.

Words stricken are deletions;

words underlined are additions.

hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/HB 515 2025 679.3141 Perfection by control.— (1) A security interest in controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, electronic documents, electronic money, investment property, or letter-of-credit rights investment property, deposit accounts, letter-of-credit rights, electronic chattel paper, or electronic documents may be perfected by control of the collateral under s.

679.1061 not earlier than from the Pagetime 103the ofsecured 181party CODING:obtains control and remains perfected by control until:

(a) The secured party does not have control;

and Page 103 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 time(b) theOne securedof partythe obtainsfollowing controloccurs: and remains perfected by control until:

(a) The secured party does not have control;

and (b) One of the following occurs:

(3) Section 679.3131(3) and (5)-(8) applies to perfection Pageby 104possession of 181an CODING:authoritative tangible copy of a record evidencing chattel paper.

Section 89.

Subsections (1) and (6) of section 679.3161, Page 104 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 byFlorida possessionStatutes, ofare anamended authoritativeto tangibleread: copy of a record evidencing chattel paper.

Section 89.

Subsections (1) and (6) of section 679.3161, Florida Statutes, are amended to read:

(6) A security interest in chattel paper, controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, letter-of-credit rights, or investment property which is perfected under the law of the chattel paper's jurisdiction, the controllable electronic record's jurisdiction, the bank's jurisdiction, the issuer's jurisdiction, a nominated person's jurisdiction, the securities intermediary's jurisdiction, or the commodity intermediary's Pagejurisdiction, 105as ofapplicable, 181remains CODING:perfected until the earlier of:

(a) The time the security interest would have become Page 105 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 jurisdiction,unperfected asunder applicable,the remainslaw perfectedof untilthat thejurisdiction; earlier of:

(a) The time the security interest would have become unperfected under the law of that jurisdiction;

(2) Except as otherwise provided in subsection (5), a buyer, other than a secured party, of tangible chattel paper, tangible documents, goods, instruments, tangible documents, or a certificated security takes free of a security interest or agricultural lien if the buyer gives value and receives delivery of the collateral without knowledge of the security interest or Page 106 of 181180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 certificated security takes free of a security interest or agricultural lien if the buyer gives value and receives delivery of the collateral without knowledge of the security interest or agricultural lien and before it is perfected.

(9) A buyer of an electronic document takes free of a security interest if, without knowledge of the security interest and before it is perfected, the buyer gives value and, if each authoritative electronic copy of the document can be subjected Pageto 107control ofunder 181s. CODING:

677.106, obtains control of each authoritative electronic copy.

(10) A buyer of a controllable electronic record takes Page 107 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 tofree of a security interest if, without knowledge of the security interest and before it is perfected, the buyer gives value and obtains control underof s.the controllable electronic record.

677.106, obtains control of each authoritative electronic copy.

(10) A buyer of a controllable electronic record takes free of a security interest if, without knowledge of the security interest and before it is perfected, the buyer gives value and obtains control of the controllable electronic record.

and (b) Is not made pursuant to a commitment entered into Pagebefore 108or ofwhile 181the CODING:security interest is perfected by a method other than under s.

Words stricken are deletions;

words underlined are additions.

hb515-02-c2 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB 515 2025 before or while the security interest is perfected by a method other than under s.

(4) Except as otherwise provided in subsection (5), a buyerPage of108 goods other than a buyer in ordinary course of business180 takesCODING: free of a security interest to the extent that it secures advances made after the earlier of:

Words stricken are deletions;

words underlined are additions.

hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/HB 515 2025 buyer of goods other than a buyer in ordinary course of business takes free of a security interest to the extent that it secures advances made after the earlier of:

679.324 Priority of purchase-money security interests.— (2) Subject to subsection (3) and except as otherwise provided in subsection (7), a perfected purchase-money security interest in inventory has priority over a conflicting security interest in the same inventory, has priority over a conflicting Pagesecurity 109interest in chattel paper or an instrument constituting proceeds of 181the CODING:inventory and in proceeds of the chattel paper, if so provided in s.

679.330, and, except as otherwise provided Page 109 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 security interest in chattel paper or an instrument constituting proceeds of the inventory and in proceeds of the chattel paper, if so provided in s.

679.330, and, except as otherwise provided in s.

Page(a) 110The purchase-money security interest is perfected when the debtor receives possession of 181the CODING:livestock;

(b) The purchase-money secured party sends a signed an Page 110 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 (a)authenticated Thenotification purchase-moneyto security interest is perfected when the debtorholder receives possession of the livestock;conflicting security interest;

(b) The purchase-money secured party sends a signed an authenticated notification to the holder of the conflicting security interest;

679.330 Priority of purchaser of chattel paper or instrument.— (1) A purchaser of chattel paper has priority over a security interest in the chattel paper which is claimed merely Page 111 of 181180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 instrument.— (1) A purchaser of chattel paper has priority over a security interest in the chattel paper which is claimed merely as proceeds of inventory subject to a security interest if:

679.331(1), a purchaser of an instrument has priority over a security interest in the instrument perfected by a method other than possession if the purchaser gives value and takes possession of the instrument Page 112 of 181180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 purchaser of an instrument has priority over a security interest in the instrument perfected by a method other than possession if the purchaser gives value and takes possession of the instrument in good faith and without knowledge that the purchase violates the rights of the secured party.

priority of interests in financial assets and security entitlements and protection against assertion of claim under chapters 669 and chapter 678.— (1) This chapter does not limit the rights of a holder in due course of a negotiable instrument, a holder to which a negotiable document of title has been duly negotiated, or a protected purchaser of a security, or a qualifying purchase of a controllable account, controllable electronic record, or Pagecontrollable 113payment ofintangible. 181 CODING:

These holders or purchasers take priority over an earlier security interest, even if perfected, to the extent provided in chapters 669, 673, 677, and Page 113 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 controllable678. payment intangible.

These holders or purchasers take priority over an earlier security interest, even if perfected, to the extent provided in chapters 669, 673, 677, and 678.

(3) A transferee of electronic money takes the money free Pageof 114a security interest if the transferee obtains control of 181the CODING:money without acting in collusion with the debtor in violating the rights of the secured party.

Page 114 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 ofSection a97. security interest if the transferee obtains control of the money without acting in collusion with the debtor in violating the rights of the secured party.

Section 97.

(a) All terms of the agreement between the account debtor Pageand 115assignor ofand 181any CODING:defense or claim in recoupment arising from the transaction that gave rise to the contract;

and (b) Any other defense or claim of the account debtor Page 115 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 andagainst the assignor andwhich anyaccrues defensebefore orthe claimaccount indebtor recoupmentreceives arisinga fromnotification of the transactionassignment thatsigned gaveauthenticated riseby tothe assignor or the contract;assignee.

and (b) Any other defense or claim of the account debtor against the assignor which accrues before the account debtor receives a notification of the assignment signed authenticated by the assignor or the assignee.

Page(a) 116If ofit 181does CODING:not reasonably identify the rights assigned;

(b) To the extent that an agreement between an account Page 116 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 (a)debtor Ifand ita doesseller notof reasonablya identifypayment intangible limits the rightsaccount assigned;debtor's duty to pay a person other than the seller and the limitation is effective under law other than this chapter;

(b) To the extent that an agreement between an account debtor and a 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 chapter;

680.303 and 679.4071, and Pagesubject 117to ofsubsection 181(8), CODING:a term in an agreement between an account debtor and an assignor or in a promissory note is ineffective to the extent that it:

Page 117 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 subject(a) toProhibits, subsectionrestricts, (8),or arequires termthe inconsent anof agreementthe between an account debtor andor anperson assignorobligated oron inthe a promissory note isto ineffectivethe toassignment or transfer of, or the extentcreation, thatattachment, it:perfection, or enforcement of a security interest in, the account, chattel paper, payment intangible, or promissory note;

(a) Prohibits, restricts, or requires the consent of the account debtor or person obligated on the promissory note to the assignment or transfer of, or the creation, attachment, perfection, or enforcement of a security interest in, the account, chattel paper, payment intangible, or promissory note;

679.4081 Restrictions on assignment of promissory notes, health-care-insurance receivables, and certain general intangibles ineffective.— Page(9) 118For the purposes of 181this CODING:section, the term "promissory note" includes a negotiable instrument that evidences chattel paper.

Page 118 of 180 CODING:

hb515-02-c2hb515-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 515 2025 (9)Section For101. the purposes of this section, the term "promissory note" includes a negotiable instrument that evidences chattel paper.

Section 101.

679.3151(1)(b), whether or not the security agreement expressly Pagecovers 119proceeds. of 181 CODING:

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words underlined are additions.

hb515-02-c2 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HB 515 2025 covers proceeds.

679.513Page Termination119 statement.— (2) To comply with subsection (1), a secured party shall cause the secured party of record180 toCODING: file the termination statement:

Words stricken are deletions;

words underlined are additions.