On June 11, 2025, the New York Legislature enacted the 2022 Amendments (the “2022 Amendments”) to the Uniform Commercial Code (“UCC”), to update New York’s commercial law to fully recognize electronic records, including, most importantly, digital assets, blockchain technology, and tokenized payment rights. The 2022 Amendments will be delivered to Governor Hochul, and they will become effective 180 days after her signature. 

Moses Singer’s Alan Kolod chaired the New York City Bar Association subcommittee that drafted the Report recommending enactment, helped draft provisions of the bill tailored specifically to New York, and served on the Association’s Presidential Task Force on Artificial Intelligence and Digital Technologies, which was instrumental in encouraging enactment of the 2022 Amendments.  He noted that: “This marks a great day for New York consumers and businesses alike. It would not have been possible without the foresight and initiative of bill sponsors Senator Brad Hoylman-Sigal and Assemblymember Alex Bores and their staff-members, who championed this legislation.”

The 2022 Amendments will be particularly useful in fortifying New York’s pre-eminent position in U.S. and international trade, commerce, and finance.   They preserve and apply the unique provisions of New York commercial law applicable to negotiable instruments to new electronic forms of intangible property (i.e., controllable electronic records, controllable accounts, and controllable payment intangibles) which can be used to evidence transfers of rights in goods and other tangible and intangible property, including payment rights, more efficiently than paper records.  The 2022 Amendments set out rules governing the rights of transferees of such property; update the rules for perfecting interests in these digital assets; effectively make possible the use of electronic records as negotiable instruments and title documents; and update UCC terminology applicable to assets evidenced by electronic signatures and electronic records.

A key feature of the 2022 Amendments is the introduction of the “controllable electronic record” (“CER”), a technology-neutral concept that allows for control of digital records through cryptographic or other reliable means. The 2022 Amendments extend negotiability principles to CERs, enabling qualifying purchasers to take CERs free of competing property claims, mirroring protections for securities entitlements. The legislation also preserves established rules for conventional payments and securities.  A more detailed analysis of the 2022 Amendments can be found here.

In addition to addressing digital assets, the 2022 Amendments introduce two simple but significant updates to UCC Article 5 on letters of credit.  The first change, in UCC § 5-104, makes clear that signed electronic records have the same legal effect as signed tangible documents, thereby accommodating the increasing use of electronic signatures on letters of credit and related documents.  The second change is moving the branch separateness rule to its own subsection, § 5-116(c), and the addition of new subsection § 5-116(d), to underscore the existing branch separateness rule and explicitly state that bank branches are deemed to be located at the address indicated in the undertaking. Moses Singer’s Michael Evan Avidon played a key role in drafting these changes.  See our prior analysis here.

We will continue to monitor the Governor’s signing and any interpretative guidance.