Recommended Reading | Commercial Law Reforms in Digital Transactions,Electronic Money,and Virtual Assets——The 2022 Revisions to the U.S. Uniform Commercial Code and Their Implications
time:2026-04-07Author
Bao Dingyurui, Assistant Professor,Renmin University of China Law School
Abstract
Innovations in digital technology are reshaping commercial practice,and new transactional forms and objects has challenged traditional commercial law rules.In 2022,amendments to the Uniform Commercial Code(UCC),jointly studied and drafted by the Uniform Law Commission and the American Law Institute,were formally approved and were subsequently widely adopted by U.S.state legislatures,to respond to and regulate legal issues posed by electronic contracting,electronic money,and virtual as-sets supported by distributed-ledger technology.These amendments recognize diverse modes of transac-ting,including electronic form;clarify the relationships among tangible money,central bank digital cur-rency(CBDC),and other digital currencies;create a new property category of“controllable electronic re-cords”(CERs),define control and transfer rules for them,and enhance their negotiability through a good-faith purchaser(take-free)rule;and make major innovations to secured-transactions law by allowing the perfection of a security interest through“control,”thereby improving the use of intangible property,including virtual currency.The UCC's legislative approach to facilitating new types of transactions,which separates commercial rules from regulatory rules and employs pragmatic,forwar-looking,and systematic drafting techniques,offers useful insights for China's commercial legislation.China's civil and commercial norms should likewise be refined in a practice-oriented way to address the development of digital transac-tions,electronic money,and virtual assets,thereby fostering economic and technological growth and dgai-ning an advantage in international institutional competition.
Keywords:the U.S. Uniform Commercial Code;electronic commerce;virtual currency;central bank digital cur-rency;commercial legislation