It is enacted by the General Assembly as follows

SECTION 1. Section 6A-8-102 of the General Laws in Chapter 6A-8 entitled "Investment Securities" is hereby amended to read as follows:

6A-8-102. Definitions and index of definitions. -- (1) In this chapter unless the context otherwise requires:

(a) A "certified security" is a share, participation, or other interest in property of or an enterprise of the issuer or an obligation of the issuer which is:

(i) Represented by an instrument issued in bearer or registered form;

(ii) Of a type commonly dealt in on securities exchanges or markets {ADD (including, without limitation, stock of closely-held corporations, partnership interests in a general partnership or a limited partnership, and a membership interest, an ownership interest or an interest in a limited liability company) ADD} or commonly recognized in any area in which it is issued or dealt in as a medium for investment; and

(iii) Either one of a class or series or by its terms divisible into a class or series of shares, participations, interests, or obligations.

(b) An "uncertificated security" is a share, participation, or other interest in property or an enterprise of the issuer or an obligation of the issuer which is:

(i) Not represented by an instrument and the transfer of which is registered upon books maintained for that purpose by or on behalf of the issuer;

(ii) Of a type commonly dealt in on securities exchanges or markets {DEL ; and DEL}{ADD including without limitation, stock of closely-held corporations; ADD}

(iii) Either one of a class or series or by its terms divisible into class or series of shares, participations, interests or obligations.

{ADD (iv) not a partnership interest in a general partnership or a limited partnership; and

(v) not a membership interest, an ownership interest or an interest in a limited liability company. ADD}

(c) A "security" is either a certificated or an uncertificated security. If a security is certificated, the terms "security" and "certificated security" may mean either the intangible interest, the instrument representing that interest, or both, as the context requires. A writing that is a certificated security is governed by this chapter and not by chapter 3 of this title, even though it also meets the requirements of that chapter. This chapter does not apply to money. {ADD This chapter applies to partnership interests in general partnerships and limited partnerships and to membership interest, ownership interests and interests in limited liability companies only to the extent that such partnership and limited liability company interests constitute certificated securities under subsection (1)(a) of this section. ADD} If a certificated security has been retained by or surrendered to the issuer or its transfer agent for reasons other than registration of transfer, other temporary purpose, payment, exchange, or acquisition by the issuer, {ADD or transfer of a security interest in favor of the issuer or its transfer agent ADD} that security shall be treated as an uncertificated security for purposes of this chapter.

(d) A certificated security is in "registered form" if:

(i) It specifies a person entitled to the security or the rights it represents; and

(ii) Its transfer may be registered upon bonds maintained for that purpose by or on behalf of the issuer, or the security so states.

(e) A certified security is in "bearer form" if it runs to bearer according to its terms and not by reason of any indorsement.

(2) A "subsequent purchaser" is a person who takes other than by original issue.

(3) A "clearing corporation" is a corporation registered as a "clearing agency" under the federal securities laws or a corporation:

(a) At least ninety percent (90%) of whose capital stock of which is held by or for one or more organizations, none of which, other than a national securities exchange or association, holds in excess of twenty percent (20%) of the capital stock of the corporation, and each of which is:

(i) Subject to supervision or regulation pursuant to the provisions of federal or state banking laws or state insurance laws;

(ii) A broker or dealer or investment company registered under the federal securities laws; or

(iii) A national securities exchange or association registered under the federal securities laws; and

(b) Any remaining capital stock of which is held by individuals who have purchased it at or prior to the time of their taking office as directors of the corporation and who have purchased only so much of the capital stock as is necessary to permit them to qualify as directors.

(4) A "custodian bank" is a bank or trust company that is supervised and examined by state or federal authority having supervision over banks and is acting as custodian for a clearing corporation.

(5) Other definitions applying to this chapter or to specified parts thereof and the sections in which they appear are:

(6) In addition, chapter 1 of this title contains general definitions and principles of construction and interpretation applicable throughout this chapter.

SECTION 2. This act shall take effect upon passage.