How the Uniform Commercial Code Affects Transactions with Small Businesses


The Uniform Commercial Code (UCC) is a comprehensive set of laws governing all commercial transactions in the US. It is not a federal law, but a uniformly adopted state law. Uniformity of law is essential in this area for the interstate transaction of business. Because the UCC has been universally adopted, businesses can enter into contracts with confidence that the terms will be enforced in the same way by the courts of every US jurisdiction. The resulting certainty of business relationships allows businesses to grow, especially small businesses, and the US economy to thrive. Small businesses are an essential part of the US economy, and core to the financial security of millions of Americans. There are 56 million workers employed at firms with fewer than 50 employees, representing 45 percent of all private-sector jobs in the first quarter of 2022. Small businesses, which often start small with few employees, are a driving force in job creation and new career opportunities. Successful small businesses also put money back into their local communities through paychecks and taxes, which can support the creation of new small businesses and improve local public services. This webinar is designed to help small businesses understand the UCC and how it might affect small business commercial and financial transactions.

This webinar covers: a general overview of the UCC including examples of small business transactions governed by UCC Article 2 (the sale of goods); UCC Article 2A (leases of personal property); UCC Article 4A (funds transfers);  UCC Article 5 (letters of credit);  UCC Article 7 (documents of title); UCC Article 9 (secured transactions); and Article 12 (controllable electronic records).

PowerPoint Presentation

Brian Rauer
, City Bar Task Force on Digital Technologies Subcommittee on Cybersecurity, Privacy and Data Protection, Co-Chair and General Counsel and Executive Director, Better Business Bureau of Metropolitan New York and Mid-Hudson BBB

Neil Cohen, The Jeffrey D. Forchelli Professor of Law, Brooklyn Law School (retired) and Director of Research of the Permanent Editorial Board for the Uniform Commercial Code
Eric Marcus
, City Bar Commercial Law & Uniform State Laws Committee, Member and and Retired Partner, Arnold & Porter Kaye Scholer LLP
Edwin Smith
, City Bar Task Force on Digital Technologies Subcommittee on Articles and Blogs, Co-Chair; Massachusetts Uniform Law Commissioner; and Partner, Morgan, Lewis & Bockius LLP

Sponsoring Committee:
Task Force on Digital Technologies, Lorraine McGowen, Edward So, and Jerome Walker, Co-Chairs

Co-Sponsoring Committee:
Small Law Firm Committee, Adam N. Weissman