Glossary
Our glossary of terms is provided for your information and provides definitions you or your staff may need to know. This glossary is not all inclusive and is not meant to provide legal advice. NSI wants to answer any questions you have and assist you in avoiding and solving problems. We hope this helps. Please call us for unanswered questions and information that is not provided here.
| Abstract | A collection of legal documents that lists the chronicle transactions associated with a particular parcel of land. Typically included are documents such as deeds, mortgages, wills, probate records, court litigations, and tax sales—basically, any legal document that affects the property. |
| Accession | Goods that are physically united with other goods in such a manner that the identity of the original goods is not lost. |
| Agricultural Property | Property zoned or classified as having a purpose devoted to farming, usually receives a property tax reduction. |
| Amendment (UCC) | Secondary UCC filing which makes a change to the initial filing (i.e. change of address, collateral….). Can also be used to assign, continue, or terminate information from the initial filing. |
| Amendment – Merger-Conversion Filing | An amendment makes a change to the Articles of Incorporation/Qualification of an existing entity. A Merger joins two of more businesses into a single surviving entity. A conversion changes an existing business to a new entity type (Corporation to LLC, for example) |
| Annual Report /Biennial Report | A comprehensive report on a company’s activities required yearly or every two years according to the State’s requirements. Annual reports are intended to give shareholders and other interested people information about the company’s activities and financial performance. |
| Assumed/Fictious Names | A company is said to be “doing business as” when the name under which they operate their business differs from its legal, registered name. |
| Apostille | The legalization of a document for use internationally under the 1961 Hague Convention Abolishing the Requirement of Legalization for Foreign Public Documents. |
| Assignment (UCC) | A UCC amendment to transfer property rights (real or personal) from one party to another. Assignments can be full or partial. |
| Assignee | The person to whom a property right is assigned. |
| Assignor | The party who assigns rights. |
| Authentication | Is the process of verifying a county official, a state official, or a notary public from the State of Minnesota that certifies or notarizes a document |
| Bankruptcy | Legal proceeding where one declares inability to pay financial obligations. There are various sections of the Bankruptcy Code under which one may file, depending on circumstances, the Court then determines the legitimacy of the proceeding. |
| Bankruptcy Petition | The document filed with the court that lists all the creditors affected. |
| Bankruptcy Schedule | Document listing the debtor’s list of creditors, containing the outstanding debts and assets. |
| Borrower | Person or entity to which money or other property is loaned. |
| Certificate of Good Standing | Certified document attesting to the status of the entity from appropriate agency (such as the Secretary of State). Depending on the jurisdiction, the document may include information regarding the formation date, franchise tax and annual filing requirements. |
| Certificate of Office | A second form of authentication, this form of authentication is used in all nations other than those members of the treaty. Check with the consulate or embassy of the particular nation involved for requirements needed for a valid authentication. Remember, the country of destination determines whether an Apostille or a Certificate of Office is appropriate. |
| Certificate of title | Means a certificate of title with respect to which a statute provides for the security interest in question to be indicated on the certificate as a condition or result of the security interest obtaining priority over the rights of a lien creditor with respect to the collateral. |
| Certified Copies | Photocopies of already filed documents authenticated with an attached certificate or signed statement that the photocopy is true and correct. |
| Chattel paper | Means a record or records that evidence both a monetary obligation and a security interest in specific goods, a security interest in specific goods and software used in the goods, a security interest in specific goods and license of software used in the goods, a lease of specific goods, or a lease of specific goods and license of software used in the goods. In this paragraph, “monetary obligation” means a monetary obligation secured by the goods or owed under a lease of the goods and includes a monetary obligation with respect to software used in the goods. The term does not include (i) charters or other contracts involving the use or hire of a vessel or (ii) records that evidence a right to payment arising out of the use of a credit or charge card or information contained on or for use with the card. If a transaction is evidenced by records that include an instrument or series of instruments, the group of records taken together constitutes chattel paper. |
| Claimant | A person making a claim or demand, especially in a lawsuit for payment or property rights or for a government-sponsored benefit. |
| Collateral | Security given for the fulfillment of a debt (the real or personal property subject to a security interest). |
| Commercial Property | The term commercial property (also called commercial real estate, investment or income property) refers to buildings or land intended to generate a profit, either from capital gain or rental income. |
| Complaint | First document filed to initiate a lawsuit (filed by the plaintiff), filed in conjunction with a summons. |
| Continuation | Filing UCC amendment that continues the original UCC financing statement for an additional period of time. |
| Conversion | The process of changing from one type of entity |
| Copies | Image of a document |
| Corporate Document Retrieval | The process of obtaining a copy of a document(s) that were previously filed with a state filing office. |
| Creditor | Person or entity who is owed by a debtor. |
| Debtor | The party who owes payment or performance of the secured obligation. Also can be described as lessee, borrower, obligor, assignor or consignor. |
| Deed | The legal document conveying title to a property. |
| Deed of Trust | Some states, like California, do not record mortgages. Instead, they record a deed of trust which is essentially the same thing. |
| Defendant | Person or entity against whom a lawsuit was brought by the plaintiff. |
| Dissolution | The process by which a company (or part of a company) is brought to an end, and the assets and property of the company redistributed in it’s home state. |
| Docket Sheet | Formal record of all the actions in a court case or legal proceeding. Clients will frequently ask for a copy of a docket to determine what additional copies/information they may want us to obtain for them. |
| Due Diligence | Process of conducting a review for potential liabilities and to confirm the accuracy/validity of records or adverse liens. |
| Easement | A right of way giving access to or over a property other than the owner. |
| EFS Filing | Farm products (crops/livestock) are subject a security interest. |
| Employee Retirement Income Security Act (ERISA) | Establishes minimum standards for retirement (pension plans), health, and other welfare benefit plans, including life insurance, disability insurance, and apprenticeship plans, to protect employees, but also to protect employers. |
| Employer Identification Number (EIN) | A unique numerical identifier assigned by the IRS and used to identify business, partnerships, or other entities. |
| Environmental Lien (EPA) | A claim, encumbrance, or charge on real property for the benefit of a governmental entity. |
| Federal Tax Liens | Statutory lien in favor of the US Government for failure of the debtor to pay a tax which is due to the government. |
| Fictious Name | A name used in business or trade that the user has not registered as a trade name or is not entitled to register as a trade name. |
| Financing Statement | A form that a creditor files to give notice that it has an interest in the personal property of a debtor. |
| Fixtures | Goods which start out as personal property and are integrated into or affixed to realty and cannot be removed without damage to the real property. |
| For Profit Corporation | Any entity created by one or more person(s) where the ownership is represented by shares of stock. |
| Foreign Business | Any business formed in another state, country or jurisdiction is considred a foreign business of its home State. |
| Full Release | Filing which releases the lien. |
| General intangible | Any personal property, including things in action, other than accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, or other minerals before extraction. The term includes payment intangibles and software. |
| General Partnership | A form of business in which two or more persons carry on business as co-owners for profit. |
| Good Standing/Status Certificate | A certificate issued by a Secretary of State that a company is authorized to do business and has complied with all requirements. |
| Grantee | The person to whom an interest in real property is conveyed. |
| Grantor | The person conveying an interest in real property. |
| “In Lieu Of” filing | UCC Financing Statements are used to move a filing from a county filing office or another state filing jurisdiction, it requires special wording in the collateral area of the UCC-1 form. “This financing statement is filed “in lieu of” a continuation statement. The financing statement attached remains effective.” Usually copies of the original financing statement and subsequent UCC-3 filings are attached as exhibits to preserve the original UCC effectiveness. |
| Judgment | The final decision of a court that determines and states the settlement. |
| Judgment Lien | A lien in favor of a creditor against the debtor, usually issued as a result of a court judgment and then filed with an appropriate recorder of deed office. |
| Jurisdiction of organization | With respect to a registered organization or business entity, means the jurisdiction under whose law the organization is organized. |
| Lapsed | Status of a UCC in which the natural expiration date has passed. |
| Legalization | Making materials or documents enforceable, justifiable or lawful by judicial or legislative sanction; give legal validity or sanction to. |
| Lien | A legal claim on the property of another for the satisfaction of a debt or duty. |
| Limited Liability Company | A form of business organization characterized by limited liability, management by members or managers, and limitations on the transferability of ownership interest. A limited liability company may be formed as a nonprofit or for-profit business type. |
| Limited Liability Partnership | A type of partnership where all partners have a form of limited liability and the partners can manage the business directly. |
| Limited Partnership | A form of business comprised of one or more general partners who manage the business. |
| Lis pendens | Latin for “suit pending”. May refer to any pending lawsuit or a specific situation with a public notice of litigation that has been recorded in the same location where the title of real property has been recorded. |
| Listing | List of filed documents on a particular debtor in a jurisdiction. |
| Litigation | Pending action of legal contest by judicial process. |
| Manufactured Housing UCC | Means a UCC filing that creates a purchase-money security interest in a manufactured home, other than a manufactured home held as inventory; or in which a manufactured home, other than a manufactured home held as inventory, is the primary collateral. |
| Mechanics Liens | Lien to favor persons who performed work or made repairs on real property. |
| Merger | Business combination transactions involving the combination of two or more companies into a single entity. |
| Mortgage | A document between a buyer and a lender in real property, including fixtures, which secures payment or performance of an obligation. |
| Mortgage Modification | A document laying out changes to the terms of the original mortgage. |
| Name Reservation | A name reserved for 180 days from the date of filing to ensure the name will be available at the time of the business filing. |
| Non Profit Corporation | A corporation that is formed for the pecuniary gain or profit of, and whose net earnings or any part of them is not distributable to its member, trustees, offices or other private persons except for the payment of reasonable compensation for services rendered. |
| Ownership and Encumbrance | A report of information abstracted from public record that provides ownership of a specific property and has encumbrances against it. |
| Partial Release | Filing that releases a portion of a lien. |
| Plaintiff | The party who files a complaint to initiate a lawsuit. |
| Professional Corporation | A corporation that is formed for the sole purpose of rendering specific professional services. |
| Promissory note | Means an instrument that evidences a promise to pay a monetary obligation, does not evidence an order to pay, and does not contain an acknowledgment by a bank that the bank has received for deposit a sum of money or funds. |
| Public Finance UCC | Means a UCC filing in connection with which either debt securities are issued; all or a portion of the securities issued have an initial stated maturity of at least 20 years; and the debtor, obligor, secured party, account debtor or other person obligated on collateral, assignor or assignee of a secured obligation, or assignor or assignee of a security interest is a State or a governmental unit of a State. |
| Real property | Actual land and whatever is erected or growing thereon or affixed thereto. |
| Registered Agent | Is a business or individual designated to receive service of process (SOP) when a business entity is a party in a legal action such as a lawsuit or summons. The registered agent’s address may also be where the state sends the paperwork for the periodic renewal of the business entity’s charter (if required). |
| Residential property | An owner-occupied (or rented) single family dwelling, utilized for non-business purposes. |
| Respondent | A defendant in a lawsuit, especially one in an appeals or divorce case. |
| Search Logic | Methodology of researching. |
| Secured Party | The person or entity who lends money. |
| Security Interest | A lender’s authorized claim to assets pledged by a debtor as collateral for a loan. The security interest is granted via execution of a security agreement between the debtor and the lender (or secured party). Debtor authentication of the security agreement authorizes the secured party to file a financing statement. |
| Service Mark | A brand name or logo that indicates to consumers who is the provider of a particular service. |
| Service of Process | Is the procedure by which a party to a lawsuit gives an appropriate notice of initial legal action to another party (such as a defendant), court, or administrative body in an effort to exercise jurisdiction over that person so as to enable that person to respond to the proceeding before the court, body, or other tribunal. Notice is furnished by delivering a set of court documents (called “process”) to the person to be served. |
| Similar Name | Name close to original one provided by the client. Example: client requests search on ABC Company and we find ABC LLC and ABC of Denver Company during the search. Provide both ABC LLC and ABC of Denver Company as similar names. |
| Sole Proprietorship | A form of business in which one person owns all the assets of the business as opposed to a partnership, trust or corporation |
| State Tax Liens | Liens filed in favor of the State for failure to pay tax assessed on real or personal property. |
| Statutory Lien Filing | A lien notice filed by an already existing lienholder to protect their interest in services rendered or materials provided. |
| Stock | Stock gives rights of ownership (in part) of the assets of a corporation and a right to an interest in any surplus after the payment of debt. The number of shares of stock a company desires to authorize is determined by the corporation and set forth in its corporate documents. In some jurisdictions, a par value is set for each share of stock as the minimum consideration required to be paid for shares sold by the corporation. Among others, classes of stock may include common stock, preferred stock, and/or convertible stock. In many jurisdictions, the number of shares directly affects the franchise tax amount that will be due. One should consult with an attorney or accountant if they are unsure what to list when forming their company. |
| Suit / Civil Suit | A proceeding in which one or more parties ask a court to resolve a dispute. Suits can be open/pending or closed. |
| Tax Lien | A statutory lien existing in favor of State or Federal authorities. |
| Tax Status Letters/Certificate | A document issued by a state tax agency to confirm that an entity has filed all required tax notices/returns and has no outstanding tax liabilities. If the entity has filed to comply with any requirement the letter will indicate a delinquent status. |
| Termination | Filing which denotes the ending of both parties’ obligations under the initial financing statement. |
| Thru Date | Date for which a jurisdiction is current with filings; may not be the current date. |
| Torrens Certificate | A court orders issuance of a certificate of title to register property as Torrens. Any conveyance, lien, instrument, or proceeding that affects the title to the registered Torrens property must be filed with the registrar of titles in the county where the property is located. Any purchaser of Torrens property may, subject to limited exceptions, determine the status of title by reviewing the certificate of title because anything affecting title to the property will have been recorded. |
| Trade Name | A name used in business to designate the business of the user. Registration of a trade name gives the registrant exclusive use of the name. |
| Trademark | Any symbol, word or combination thereof used to represent or identify a product. |
| Withdrawal | The corporation intends to stop doing business as a foreign entity, but it plans to continue operations in its home state. |
