Pennsylvania Lawmakers Amend UCC and Securities Statutes

By Eric Geringswald | CSC

 Updates to Pennsylvania’s UCC for Digital Assets

Pennsylvania lawmakers approved significant changes to the state’s Uniform Commercial Code (UCC) in 2024. These changes establish rules and procedures for transactions involving digital assets, referred to as controllable electronic records. These records may include cryptocurrency and non-fungible tokens (NFTs).

Amendments to Pennsylvania Securities Statutes

Lawmakers also amended securities statutes to clarify control over security entitlements:

• A purchaser gains control if someone other than the transferor acknowledges they have control on behalf of the purchaser.
• Alternatively, the purchaser gains control if the entity obtains control after agreeing to do so on the purchaser's behalf.
• Control of a certified security does not require an acknowledgment on behalf of the purchaser.

What’s Included in the 2025 Edition

The 2025 edition of CSC’s Pennsylvania Laws Governing Business Entities Annotated incorporates these updates along with other key changes to Pennsylvania’s business statutes. The edition provides:

• Title 15—Corporations & Unincorporated Associations from the Pennsylvania Statutes.
• Related sections covering securities, taxation, arbitration, and fictitious names.
• Articles 1, 8, 9, and 12 of the Uniform Commercial Code.

All content is current through the 2024 session of the General Assembly.

Case Notes and Legal Updates

This edition captures:

• Thirty new case notes from state and federal court decisions interpreting Pennsylvania business law.
• Five full-text cases from the past year on topics including:
  • Corporate veil piercing.
  • De facto merger.
  • Actions against nonprofit corporations.
  • Winding up of limited partnerships.
  • Dissolution of LLCs.

New cases are listed in the Table of New Annotations and highlighted in the book for easy reference.

Practical Resources for Practitioners

Readers gain access to:

• 100 Pennsylvania forms for incorporation/formation, qualification, mergers, dissolution, and name reservation via the LexisNexis Store download center.
• A detailed Fee Schedule listing the Secretary of State’s filing fees for business services.
• Contact information for the Pennsylvania Corporations Bureau, conveniently located in the appendix.

Flexible Formats Available

The Pennsylvania Laws Governing Business Entities Annotated is available in multiple formats:

• Softbound book.
• eBook, compatible with eReader devices, computers, tablets, and smartphones.
• Access via the LexisNexis Digital Library.

To learn more about the 2025 edition, call 1.800.533.1637 or visit www.lexisnexis.com/csc.