The Uniform Commercial Code is divided into eleven active numbered articles — 1, 2, 2A, 3, 4, 4A, 5, 6, 7, 8, and 9 — plus Article 12, added in 2022 to cover digital assets. Every state has adopted at least some version of the code, and each article governs a distinct slice of commercial activity. The complete UCC articles list below walks through what each one covers and when it applies to a transaction.
The Full List at a Glance
- Article 1 — General Provisions. Definitions, interpretive rules, and the good-faith obligation that run through every other article.
- Article 2 — Sales. Contracts for the sale of movable goods.
- Article 2A — Leases. Leases of personal property, including consumer and finance leases.
- Article 3 — Negotiable Instruments. Checks, promissory notes, and drafts.
- Article 4 — Bank Deposits and Collections. How banks process deposited checks and return unpaid items.
- Article 4A — Funds Transfers. Commercial wire transfers between financial institutions.
- Article 5 — Letters of Credit. Bank guarantees of payment on presentation of specified documents.
- Article 6 — Bulk Sales. Large asset sales outside the ordinary course of business. Now repealed in nearly every state at the recommendation of the Uniform Law Commission.
- Article 7 — Documents of Title. Warehouse receipts, bills of lading, and similar documents.
- Article 8 — Investment Securities. Transfer and holding of stocks, bonds, and other financial assets through intermediaries.
- Article 9 — Secured Transactions. Lender interests in a borrower’s personal property as collateral.
- Article 12 — Controllable Electronic Records. Digital assets such as cryptocurrency and NFTs. Adopted by more than 30 states by early 2026.
Article 1: General Provisions
Article 1 is the baseline. Its definitions and interpretive standards apply whenever a dispute touches any other article, so courts start here on virtually every UCC question.
Every contract governed by the code carries an obligation of good faith, defined as honesty in fact and the observance of reasonable commercial standards of fair dealing.1Legal Information Institute. UCC 1-304 – Obligation of Good Faith Parties cannot contract around that duty. Article 1 also tells courts how to read an ambiguous contract: they look at the course of performance under the current deal, the course of dealing from past transactions between the parties, and usage of trade in the industry.2Legal Information Institute. UCC 1-303 – Course of Performance, Course of Dealing, and Usage of Trade If these conflict, express terms win, followed by course of performance, then course of dealing, then trade usage.
Article 1 also carries the unconscionability doctrine. A court can refuse to enforce a contract or clause it finds unconscionable at the time it was made, striking the whole deal, enforcing it without the offending clause, or limiting how the clause applies.3Legal Information Institute. UCC 2-302 – Unconscionable Contract or Clause Both sides get to present evidence about the commercial context before the court decides.
Article 2: Sales of Goods
Article 2 covers the sale of movable, tangible property: inventory, machinery, vehicles, consumer products. It does not reach real estate, pure service contracts, or investment securities.4Legal Information Institute. UCC Article 2 – Sales The scope question is often the fight itself. A contract to build custom software may fall outside Article 2 entirely if a court characterizes it as primarily a service.
Formation is deliberately loose. A contract can be enforceable even if terms (including price) are left open, as long as the parties intended to make a deal and there is a reasonable basis for a remedy.5Legal Information Institute. UCC 2-204 – Formation in General Conduct can create a contract on its own.
Title passes from seller to buyer when the seller completes physical delivery, unless the parties agreed otherwise.6Legal Information Institute. UCC 2-401 – Passing of Title Risk of loss during shipping depends on the arrangement. In a shipment contract, risk shifts to the buyer when the goods are handed to the carrier. In a destination contract, risk stays with the seller until the goods arrive and are available for pickup.7Legal Information Institute. UCC 2-509 – Risk of Loss in the Absence of Breach
If a buyer rejects a nonconforming delivery, the seller may get a second chance. Before the contract deadline, the seller can notify the buyer and send a conforming delivery. After the deadline, the seller still gets reasonable additional time if there were reasonable grounds to believe the original tender would be accepted.8Legal Information Institute. UCC 2-508 – Cure by Seller of Improper Tender or Delivery
Article 2A: Leases of Goods
Article 2A mirrors much of Article 2 but applies to leasing personal property rather than selling it. Two lease types matter most:
- Consumer lease. An individual leases goods primarily for personal or household use from a lessor regularly in the leasing business. The uniform text leaves a dollar threshold blank for each state; several states cap total payments at $25,000, excluding renewal or purchase options.9Legal Information Institute. UCC 2A-103 – Definitions and Index of Definitions
- Finance lease. A three-party arrangement in which the lessor acquires goods from a separate supplier specifically for the lessee’s use. The lessor functions as a financing source rather than a seller or manufacturer.9Legal Information Institute. UCC 2A-103 – Definitions and Index of Definitions
Consumer lessees get more legal protection; finance lessees typically pursue warranty claims against the supplier rather than the lessor.
Article 3: Negotiable Instruments
Article 3 governs checks, promissory notes, and drafts. For a document to be a negotiable instrument, it must contain an unconditional promise or order to pay a fixed amount of money, either on demand or at a definite time.10Legal Information Institute. UCC Article 3 – Negotiable Instruments Negotiability means the holder can transfer payment rights by endorsement, which works differently from a plain contract assignment.
The strongest status under Article 3 is “holder in due course.” A holder qualifies by taking the instrument for value, in good faith, and without notice that it was overdue, dishonored, or subject to claims.11Legal Information Institute. UCC 3-302 – Holder in Due Course A holder in due course takes the instrument largely free of defenses that might exist between the original parties, which is what makes negotiable paper useful in commerce.
Articles 4 and 4A: Bank Collections and Wire Transfers
These two articles handle different sides of moving money through the banking system.
Article 4 covers what happens after a check is deposited. Each bank in the collection chain owes ordinary care, and a collecting bank satisfies that standard by taking proper action before its midnight deadline after receiving the item or notice.12Legal Information Institute. UCC 4-202 – Responsibility for Collection or Return Miss the window and the bank may be liable for the resulting loss.
Article 4A covers commercial wire transfers used to move large sums electronically between institutions. Consumer transfers governed by the Electronic Fund Transfer Act are excluded.13Legal Information Institute. UCC Article 4A – Funds Transfer The liability allocation surprises many business customers. If the bank and the customer have agreed on a commercially reasonable security procedure for verifying payment orders, the bank can enforce an order the customer never actually authorized, as long as the bank accepted it in good faith and followed the procedure.14Legal Information Institute. UCC 4A-202 – Authorized and Verified Payment Orders If the bank failed to follow the procedure, the customer is not bound and must be refunded with interest.
Article 5: Letters of Credit
A letter of credit is a bank’s promise to pay a seller when the seller presents specified documents such as shipping receipts, invoices, or inspection certificates. The mechanism is common in international trade, where buyer and seller may not know each other and need a trusted intermediary. The bank evaluates the documents, not the underlying goods.
Article 6: Bulk Sales
Article 6 originally regulated large-scale asset sales made outside the ordinary course of a seller’s business, aimed at creditors who might be left behind when a merchant liquidated. It has since been repealed in nearly every state at the recommendation of the Uniform Law Commission. The article still appears in the code’s numbering, but in practice there is little left of it to apply.
Article 7: Documents of Title
Article 7 covers the paperwork that follows goods through storage and shipping. Warehouse receipts and bills of lading prove who owns the goods or has the right to receive them. Warehouse operators and carriers hold the goods as bailees and must exercise the care a reasonably careful person would show in similar circumstances; a warehouse is liable for loss or damage caused by failing to meet that standard.15Legal Information Institute. UCC Article 7 – Documents of Title Holders can transfer the document to someone else, which effectively transfers the goods while they are still in storage or in transit.
Article 8: Investment Securities
Modern stock and bond ownership rarely involves a paper certificate. Most investors hold through intermediaries such as brokers and clearing corporations, and what they actually own is a “security entitlement,” a bundle of rights against that intermediary.16Legal Information Institute. UCC Article 8 – Investment Securities Article 8 provides the legal framework that supports rapid electronic trading while keeping ownership records clear, and it also governs how securities can be pledged as loan collateral.
Article 9: Secured Transactions
Article 9 is the most commercially consequential part of the code. It controls how a lender takes and protects a legal interest in a borrower’s personal property, including equipment, inventory, and accounts receivable. For any business that borrows or extends credit, Article 9 decides who gets paid first when things go wrong.
Attachment
A security interest attaches, meaning it becomes enforceable between lender and borrower, when three conditions are met: the lender has given value, the borrower has rights in the collateral, and the borrower has signed a security agreement describing the property.17Legal Information Institute. UCC 9-203 – Attachment and Enforceability of Security Interest Attachment alone protects the lender against the borrower but does nothing against other creditors or a bankruptcy trustee.
Perfection
To protect the interest against third parties, the lender must perfect it. The usual method is filing a UCC-1 financing statement with the appropriate state office, typically the Secretary of State.18Legal Information Institute. UCC 9-310 – When Filing Required to Perfect Security Interest Filing fees generally fall between $5 and $40, depending on the state. For some collateral, including deposit accounts and investment property, perfection requires control rather than filing.
Priority
When multiple creditors claim the same collateral, priority generally runs by the first-to-file-or-perfect rule. A perfected interest beats an unperfected one, and among perfected interests the earliest filing date wins.19Legal Information Institute. UCC 9-322 – Priorities Among Conflicting Security Interests The main exception is the purchase-money security interest, which arises when a lender finances the borrower’s acquisition of specific collateral and takes a security interest in that same collateral. A PMSI holder who follows the code’s perfection and notice requirements can leapfrog an earlier-filed creditor.
Duration and Continuation
A UCC-1 financing statement is effective for five years from the filing date. To avoid lapse, the lender must file a continuation statement during the six-month window immediately before expiration. File outside that window and the lien is treated as never perfected against anyone who bought the collateral for value.20Legal Information Institute. UCC 9-515 – Duration and Effectiveness of Financing Statement Each timely continuation adds another five years, and the process can repeat indefinitely. Public-finance and manufactured-home transactions get a 30-year initial period.
Default
On default, the secured party can take possession of the collateral, either through the courts or without them, as long as the repossession does not breach the peace.21Legal Information Institute. UCC 9-609 – Secured Party’s Right to Take Possession After Default The lender can then sell, lease, or otherwise dispose of the collateral, but every aspect of the disposition — method, timing, place, and terms — must be commercially reasonable.
Article 12: Controllable Electronic Records
Article 12 is the newest addition, drafted as part of the 2022 amendments to give digital assets a defined legal home within commercial law. Before Article 12, lenders and buyers of cryptocurrency, NFTs, and similar assets faced real uncertainty about whether existing UCC categories applied. More than 30 states had adopted the amendments by early 2026.
Article 12 centers on “controllable electronic records,” meaning electronic records stored in a digital medium that can be subjected to “control.” A person controls a digital asset when they can enjoy substantially all its benefit, exclusively prevent others from doing the same, and exclusively transfer control to someone else. Multi-signature arrangements requiring several parties to approve a transaction do not break exclusivity so long as these requirements are met.
For secured lending, control over a digital asset functions like possession of a physical one. A lender who perfects by taking control of a controllable electronic record outranks a lender who perfected only by filing a financing statement, even if the filing came first. Lenders working with digital-asset collateral often file a financing statement as a backup while also establishing control, because the filing protects their interest in proceeds if the asset is converted into something else.