California's commercial code now speaks the language of electronic deals
California adopted the 2022 Uniform Commercial Code amendments, which modernize signatures and records and create rules for digital assets used in commercial transactions and lending.
Reviewed by Laurence S. Bezinover · Published
What changed
SB 95 brought California's Commercial Code in line with the 2022 uniform amendments, effective January 1, 2024. “Sign” now expressly covers electronic symbols and processes, and “record” generally replaces “writing.” New Division 12 governs “controllable electronic records,” such as certain digital assets, and lenders can perfect security interests in them by control. The amendments also address contracts that mix goods with services. Transition rules ran through July 1, 2025.
Who it affects
Businesses that sign commercial contracts electronically, and lenders and borrowers whose collateral includes digital assets, payment rights, or electronic chattel paper.
Questions to raise with counsel
- Do our contract and loan templates use the new terms (“record,” “sign”)?
- Lenders: are we taking control of digital-asset collateral, not just filing?
- Do our contracts that combine goods and services state clearly which rules apply?
This briefing is general information about California law, not legal advice for your situation. Reading it does not create an attorney-client relationship.