Possession. A security interest in many types of collateral, including “negotiable documents, goods, instruments, money, or
tangible chattel paper,” may be perfected by the secured party possessing the collateral. However, so-called “intangible” collateral, such as accounts receivable, cannot be perfected by possession. While “possession” is not directly defined by the UCC in this context, it does appear to include possession not only by the secured party but also by an agent of the secured party.
Control. The UCC states that, “A security interest in investment property, deposit accounts, letter-of-credit rights, or
electronic chattel paper may be perfected by control of the collateral . . . .” The meaning of “control” can vary depending on which type of collateral is involved. For example, a secured party may have control of a deposit account if the bank, the debtor and the secured party have all agreed that the secured party may handle the funds in that account “without further consent by the debtor.” As another example, a secured party has control over investment property, such as securities (shares of stock or the like), if the property is delivered to the secured party, and, if necessary, “endorsed” (signed) to the secured party.