Uniform Commercial Code (UCC)

Last Updated: Jun 7, 2019

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The Uniform Commercial Code (UCC) is a uniform act promulgated to harmonize the law of sales, business dealings and other commercial transactions within each of the 50 U.S. states.

Harmonizing state law is important because of the prevalence of commercial transactions that extend beyond one state. For example, goods may be manufactured in State A, warehoused in State B, sold from State C and delivered in State D.  Without the UCC, each state could have a unique set of laws dealing with the various transactions, increasing the complexity of engaging in trade.  

The UCC has been adopted, at least in part, by all 50 states, though many states have state specific variations to the UCC as written.  Thus, the UCC has achieved the goal of substantial uniformity in commercial law while giving each state the flexibility to adapt to local circumstances by modifying the UCC’s text.  

There are nine articles to the UCC.  Each article relates to a specific area of commercial law.  The UCC deals primarily with transactions involving personal property (movable property) and not real property (immovable property).  Examples of these transactions are sales, leases, negotiable instruments, bank deposits, fund transfers, letters of credit, bulk transfers and bulk sales, warehouse receipts, bills of lading and other documents of title, investment securities, and secured transactions.  The UCC does not address transactions involving real property.
The UCC was drafted and is periodically updated by the National Conference of Commissioners on Uniform State Laws (NCCUSL) and the American Law Institute (ALI).