Michigan Laws 440.8102 – Definitions
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Terms Used In Michigan Laws 440.8102
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Bank: means a person engaged in the business of banking and includes a savings bank, savings and loan association, credit union, and trust company. See Michigan Laws 440.1201
- Bearer: means a person in control of a negotiable electronic document of title or a person in possession of an instrument, a negotiable tangible document of title, or a certificated security payable to bearer or indorsed in blank. See Michigan Laws 440.1201
- Broker: means a person defined as a broker or dealer under the federal securities laws, but without excluding a bank acting in that capacity. See Michigan Laws 440.8102
- Certificated security: means a security that is represented by a certificate. See Michigan Laws 440.8102
- Clearing corporation: means 1 or more of the following:
(i) A person that is registered as a clearing agency under the federal securities laws. See Michigan Laws 440.8102Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name. Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs. Entitlement holder: means a person identified in the records of a securities intermediary as the person having a security entitlement against the securities intermediary. See Michigan Laws 440.8102 Financial asset: except as otherwise provided in section 8103, means 1 or more of the following:
(i) A security. See Michigan Laws 440.8102Holder: means any of the following:
(i) A person in possession of a negotiable instrument that is payable either to bearer or to an identified person that is the person in possession. See Michigan Laws 440.1201Indorsement: means a signature that alone or accompanied by other words is made on a security certificate in registered form or on a separate document for the purpose of assigning, transferring, or redeeming the security or granting a power to assign, transfer, or redeem the security. See Michigan Laws 440.8102 Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period. Person: means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, public corporation, or any other legal or commercial entity. See Michigan Laws 440.1201 Securities intermediary: means either of the following:
(i) A clearing corporation. See Michigan Laws 440.8102Security: except as otherwise provided in section 8103, means an obligation of an issuer or a share, participation, or other interest in an issuer or in property or an enterprise of an issuer and is all of the following:
(i) Represented by a security certificate in bearer or registered form, or the transfer of which may be registered upon books maintained for that purpose by or on behalf of the issuer. See Michigan Laws 440.8102Security certificate: means a certificate representing a security. See Michigan Laws 440.8102 Security entitlement: means the rights and property interest of an entitlement holder with respect to a financial asset specified in part 5. See Michigan Laws 440.8102 Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims. Signed: includes any symbol executed or adopted by a party with present intention to adopt or accept a writing. See Michigan Laws 440.1201 State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Michigan Laws 440.1201 Term: means a portion of an agreement that relates to a particular matter. See Michigan Laws 440.1201 Uncertificated security: means a security that is not represented by a certificate. See Michigan Laws 440.8102 writing: includes printing, typewriting, or any other intentional reduction to tangible form. See Michigan Laws 440.1201
(1) As used in this article:
(a) “Adverse claim” means a claim that a claimant has a property interest in a financial asset and that it is a violation of the rights of the claimant for another person to hold, transfer, or deal with the financial asset.
(b) “Bearer form”, as applied to a certificated security, means a form in which the security is payable to the bearer of the security certificate according to its terms but not by reason of an indorsement.
(c) “Broker” means a person defined as a broker or dealer under the federal securities laws, but without excluding a bank acting in that capacity.
(d) “Certificated security” means a security that is represented by a certificate.
(e) “Clearing corporation” means 1 or more of the following:
(i) A person that is registered as a clearing agency under the federal securities laws.
(ii) A federal reserve bank.
(iii) Any other person that provides clearance or settlement services with respect to financial assets that would require it to register as a clearing agency under the federal securities laws but for an exclusion or exemption from the registration requirement, if its activities as a clearing corporation, including promulgation of rules, are subject to regulation by a federal or state governmental authority.
(f) “Communicate” means either of the following:
(i) Send a signed writing.
(ii) Transmit information by any mechanism agreed upon by the persons transmitting and receiving the information.
(g) “Entitlement holder” means a person identified in the records of a securities intermediary as the person having a security entitlement against the securities intermediary. If a person acquires a security entitlement under section 8501(2)(b) or (c), that person is the entitlement holder.
(h) “Entitlement order” means a notification communicated to a securities intermediary directing transfer or redemption of a financial asset to which the entitlement holder has a security entitlement.
(i) “Financial asset”, except as otherwise provided in section 8103, means 1 or more of the following:
(i) A security.
(ii) An obligation of a person or a share, participation, or other interest in a person or in property or an enterprise of a person, which is, or is of a type, dealt in or traded on financial markets, or which is recognized in any area in which it is issued or dealt in as a medium for investment.
(iii) Any property that is held by a securities intermediary for another person in a securities account if the securities intermediary has expressly agreed with the other person that the property is to be treated as a financial asset under this article. 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, a security certificate, or a security entitlement.
(j) “Indorsement” means a signature that alone or accompanied by other words is made on a security certificate in registered form or on a separate document for the purpose of assigning, transferring, or redeeming the security or granting a power to assign, transfer, or redeem the security.
(k) “Instruction” means a notification communicated to the issuer of an uncertificated security which directs that the transfer of the security be registered or that the security be redeemed.
(l) “Registered form”, as applied to a certificated security, means a form containing both of the following:
(i) The security certificate specifies a person entitled to the security.
(ii) A transfer of the security may be registered upon books maintained for that purpose by or on behalf of the issuer, or the security certificate so states.
(m) “Securities intermediary” means either of the following:
(i) A clearing corporation.
(ii) A person, including a bank or broker, that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity.
(n) “Security”, except as otherwise provided in section 8103, means an obligation of an issuer or a share, participation, or other interest in an issuer or in property or an enterprise of an issuer and is all of the following:
(i) Represented by a security certificate in bearer or registered form, or the transfer of which may be registered upon books maintained for that purpose by or on behalf of the issuer.
(ii) One of a class or series or by its terms is divisible into a class or series of shares, participations, interests, or obligations.
(iii) Either of the following:
(A) Is, or is of a type, dealt in or traded on securities exchanges or securities markets.
(B) Is a medium for investment and by its terms expressly provides that it is a security governed by this article.
(o) “Security certificate” means a certificate representing a security.
(p) “Security entitlement” means the rights and property interest of an entitlement holder with respect to a financial asset specified in part 5.
(q) “Uncertificated security” means a security that is not represented by a certificate.
(2) Other definitions applying to this article and the sections in which they appear are:
| Appropriate person | Section 8107 |
| Control | Section 8106 |
| Delivery | Section 8301 |
| Investment company security | Section 8103 |
| Issuer | Section 8201 |
| Overissue | Section 8210 |
| Protected purchaser | Section 8303 |
| Securities account | Section 8501 |
(3) In addition, article 1 contains general definitions and principles of construction and interpretation applicable throughout this article.
(4) The characterization of a person, business, or transaction for purposes of this article does not determine the characterization of the person, business, or transaction for purposes of any other law, regulation, or rule.