New York Enactment of 2022 UCC Amendments for Digital Assets and Emerging Technologies

On December 5, 2025, New York Governor Kathy Hochul signed A.3307-A/S.1840-A—the New York Emerging Technologies Amendments to the New York Uniform Commercial Code—into law (the “UCC Amendments”)[1].

The UCC Amendments will become effective in New York on June 3, 2026 (180 days after enactment).

These amendments to the New York Uniform Commercial Code (the “NY UCC”) make numerous changes to accommodate emerging technologies, particularly modernizing commercial law rules with respect to blockchain, tokenization, cryptocurrency, electronic money and other electronic or digital assets.  A key update includes an entirely new Article 12 to the NY UCC, which deals directly with the acquisition and disposition of interests (including security interests) in “controllable electronic records”, which would include Bitcoin, Ether, and a variety of other digital assets.  Under Article 12 and associated amendments to Article 9, a party may now perfect a security interest in certain controllable electronic records by obtaining “control” of such records.  In addition, Article 12 confers an attribute of negotiability on controllable electronic records – a good faith purchaser for value who obtains control (a “qualifying purchaser”) takes its interest free of conflicting property claims. 

The bill (S.1840-A/A.3307-A) passed both chambers of the New York Legislature on June 11, 2025, was delivered to the Governor on December 1, 2025 and signed into law on December 5, 2025.  The measure substantially incorporates the 2022 amendments and additions to the Uniform Commercial Code approved by the American Law Institute and Uniform Law Commission, with certain deviations consistent with New York’s non-uniform versions of Articles 3 and 4 of the UCC.

This development follows our prior alert memorandum on the finalization of the 2022 UCC Amendments by the American Law Institute and Uniform Laws Commission. Please refer any questions to Sandra Rocks, Brandon Hammer, Victor Chiu, Elise Toscano or Alec Mitchell.

[1] https://www.nysenate.gov/legislation/bills/2025/S1840/amendment/A