New York has enacted significant amendments to its Uniform Commercial Code (the “UCC”), bringing the state’s commercial law framework into alignment with the 2022 amendments developed by the American Law Institute and the Uniform Law Commission. Signed into law in December 2025 and effective June 3, 2026, the amendments represent one of the most significant updates to commercial law in decades, particularly for transactions involving digital assets and emerging technologies. As one of the world’s leading commercial and financial jurisdictions, New York’s adoption of these amendments is expected to have a substantial impact on secured lending, digital asset markets and commercial transactions nationwide.
The primary purpose of the amendments is to modernize the UCC for an increasingly digital economy. The original UCC framework was designed largely around tangible property and traditional forms of commercial transactions. While the existing code successfully accommodated many electronic transactions, it lacked clear rules governing ownership, transfer and collateralization of digital assets such as cryptocurrencies, non-fungible tokens (“NFTs”) and certain electronic payment rights. The 2022 amendments seek to fill these gaps by establishing a comprehensive legal framework for digital assets while preserving the UCC’s core principles of certainty, negotiability and commercial efficiency.
Article 12
The centerpiece of the amendments is the creation of a new Article 12, titled “Controllable Electronic Records.” Article 12 introduces a new category of property known as a controllable electronic record, or “CER”. Broadly speaking, a CER is an electronic record that can be subjected to “control,” a concept analogous to possession of tangible property. Cryptocurrencies, blockchain-based tokens, electronic promissory notes and certain other digital assets are expected to fall within the definition of CERs.
Article 12 establishes rules for determining ownership rights in CERs and provides protections for purchasers who acquire control of such assets in good faith. The amendments create the concept of a “qualifying purchaser,” similar to the holder-in-due-course doctrine applicable to negotiable instruments. A qualifying purchaser who acquires control of a CER for value, in good faith, and without notice of competing claims generally takes the asset free of certain adverse property claims. This framework is designed to promote certainty and liquidity in digital asset markets by allowing parties to rely on apparent ownership and control.
Secured Transactions and Choice-of-Law Reforms
The amendments also significantly revise Article 9, which governs secured transactions. Prior to the amendments, most digital assets were treated as general intangibles, and lenders typically perfected security interests through the filing of financing statements. The new framework introduces “control” as a method of perfection for many digital assets and gives perfected-by-control security interests enhanced priority. This change reflects the practical realities of digital assets, where the party with control of a cryptographic key or digital wallet often has effective dominion over the asset itself. As a result, lenders and other secured parties may increasingly seek control arrangements rather than relying solely on public filings.
Another important feature of the amendments is the establishment of clearer choice-of-law rules for digital assets. Traditional UCC choice-of-law provisions were often difficult to apply to decentralized blockchain-based assets that lack a clear physical location. Article 12 introduces a framework for determining the governing law applicable to a controllable electronic record, including default rules when no governing law can otherwise be identified. These provisions are intended to reduce uncertainty in cross-border and multijurisdictional transactions involving digital assets.
Beyond digital assets, the amendments make numerous revisions throughout the UCC to recognize electronic records and emerging technologies. Various articles have been updated to accommodate electronic documents, electronic money and hybrid transactions involving both goods and services. The amendments also clarify rules governing electronic transferable records and other forms of digitized commercial documentation. These changes are intended to ensure that the UCC remains technology-neutral and capable of supporting future innovations in commerce and finance.
What the Amendments Do (and Do Not) Cover
New York’s adoption is particularly significant because New York law is frequently chosen as the governing law for major financing transactions, securities offerings and commercial agreements. Market participants have long expressed concern that New York’s failure to adopt the 2022 amendments could create inconsistencies with other jurisdictions and complicate transactions involving digital assets. By enacting the amendments, New York joins more than thirty other states and the District of Columbia that have adopted the updated framework, helping to promote greater uniformity across U.S. commercial law.
The amendments do not regulate digital assets themselves. Questions relating to securities regulation, commodities regulation, taxation, anti-money laundering requirements and money-transmission laws remain governed by other bodies of law. Instead, the amendments focus on private-law issues, including ownership, transfer, secured lending and commercial rights among market participants. In this respect, the amendments function as infrastructure legislation, creating the legal foundation necessary for digital asset markets to operate with greater certainty and predictability.
As digital assets continue to become integrated into mainstream finance, the New York amendments are likely to play an increasingly important role in commercial practice. By recognizing controllable electronic records, modernizing secured transaction rules and clarifying legal rights in digital assets, the amendments position New York to remain a leading jurisdiction for financial innovation while preserving the stability and predictability that have long characterized its commercial law system.
Contact
For questions about how these changes may affect you or your business, contact KJK Partner Jessica Groza (JLG@kjk.com).