What is an Authoritative Copy? (UCC § 9-105)

When a contract is signed electronically, the law needs a way to decide which file is the original, the one that creates rights and can be enforced or transferred. That file is called the Authoritative Copy, and the rules come from Article 9 of the Uniform Commercial Code, specifically § 9-105.

The plain-English version

Paper contracts have an original you can hold. Digital contracts don't, every file is a copy. UCC § 9-105 solves this by saying: if a single, identifiable electronic record is maintained under a system that proves it's the one and only original, that record is the Authoritative Copy and is treated as the original for legal purposes.

What the system has to do

To qualify as an Authoritative Copy under § 9-105, the system must reliably establish:

  • Singular existence: there is one and only one Authoritative Copy.

  • Identification of the secured party: the file clearly shows who controls it.

  • Communication only to that party: only the controlling party (or its designee) can be issued the Authoritative Copy.

  • Transfer rules: any transfer of control is recorded.

  • Tamper-evidence: any change is detectable, and authorized changes are tracked.

  • Distinction from copies: every non-authoritative copy is readily identifiable as a copy.

How Loyva implements it

When you vault a signed envelope, Loyva produces three artifacts:

  • Authoritative Copy: the single original, marked with a green badge. Unmasked field values, controlled access, transfer-tracked.

  • Copy: an informational duplicate marked with a blue badge. Clearly identified as a copy; can be downloaded and printed.

  • Audit Log: a tamper-evident record of every signature event and every vault action.

Why it matters

Lenders, investors, and auditors rely on the Authoritative Copy as proof of the controlling original. For example, when a financing company wants to take assignment of a stream of contracts. Without a compliant vault, an electronically signed contract may not qualify as transferable collateral.

Note: The Authoritative Copy in Loyva cannot be downloaded or printed, only viewed. Use the Copy for everyday operational needs. This is by design and required by UCC § 9-105.