UCC (Secured Transactions)
Whether filing an original UCC financing statement, amendment, continuation or termination, NSI offices are here to assist. Our expert service specialists are fully versed in Revised Article 9 (“RA9”) compliance issues as well as time sensitivity of perfecting your liens. Depending on your needs, we can file your documents, obtain an acknowledgement and have the evidence in your hands quickly. For those states allowing electronic filings, we can utilize best practices to ensure the most value added method is selected for you.
National Service Information, Inc. has years of experience in providing accurate UCC filing and searching services. Our industry knowledge and highly regarded relationships with leaders in the UCC field mean that you can be assured that your searches and filings will be completed with accuracy and efficiency. Our team members are reliable and detail-oriented, always striving to ensure that your UCC filings are in compliance with the recent changes in statutory laws.
What is a UCC? UCC stands for Uniform Commercial Code. The UCC is a set of laws concerning commercial transactions, such as the sale of goods. It also covers secured transactions, where a lender gains the right to foreclose on a borrower’s collateral should the borrow default on the loan. This is also called a security interest. Finally, the UCC governs negotiable instruments. Negotiable instruments are a specialized type of document guaranteeing payment by a set date or on demand. A check or a banknote are good examples of a negotiable instrument.
The UCC aims to provide clarity and consistency across the country. Each state has such laws on commercial transactions, secured transactions and negotiable interests; however, they have varied historically in strength and breadth. That’s why the UCC is called a uniform code, because it evens out the differences in state laws and gives stability and reliability for companies operating across state lines. In other words, it makes these laws uniform in their application from one jurisdiction to another.
Why File a UCC-1 Form?
In addition to creating a public notice of a lien, the financing statement is also used to perfect a security interest or to show priority over third-party creditors. It is a legal document and public record. The UCC-1 serves as evidence in the case of any legal disputes over liability.
There are several types of UCCs. The most basic and well known is the UCC-1. Essentially, a UCC-1 can be described as a financing statement. A creditor files a UCC-1 to provide notice to interested parties that he or she has a security interest in a debtor’s personal property. This personal property is being used as collateral in some type of secured transaction, usually a loan or a lease.
A lienholder perfects its security interest by filing a UCC-1 or financing statement. It’s a simple form that includes information such as the legal names and addresses of the debtor and creditor and a description of collateral. Financing statements are effective for five years and can be continued for another five years.
Why File a UCC-3 Form?
The UCC-3 is the can be used for multiple purposes. The actions one can take are Amendment, Assignment, Continuation, and Termination. These forms are not standalone forms, but amendments to original UCC-1 financing statements.
Four Types of UCC-3 filings:
- Amendment –An amendment makes changes to errors or standard adjustments on the UCC-1, which could be for the secured party, debtor or collateral.
- Assignment – When a secured party needs to assign or transfer all or a portion of its rights to the collateral listed in a UCC-1 financing statement. It is considered an alteration of the previous filing.
- Continuation- This type of UCC-3 continues the agreement for five years past the maturity date. It must be submitted in the six months before the UCC-1 matures.
- Termination –A termination is a public notice and record that the secured party no longer has interest in the collateral. Usually filed prior to the five-year lapse date.
Important UCC-3 Points:
When filing a UCC-3, only make one change at a time. States will most likely reject a UCC-3 that is both an amendment and continuation. File separate forms for each change, in a logical sequence. If a new debtor is added, you cannot continue an agreement with them until they are added.
Pay attention to who has the authority to file. A debtor has to agree to enter into the UCC-1 process from the start. Changes made on behalf of a secured party must have permission from all secured parties involved (if more than one).
Be sure to file all necessary amendments in a timely manner. A debtor has the right to dispute information they feel is inaccurate in the record. Failing to assign or continue can result in a release of the lien.
Other Types of UCC Filings:
- Purchase Money Security Interest (PMSI)
- Canadian Personal Property Security Act (PPSA, Canadian filings)
UCC Fixture Filings
At the local level, UCC financing statements or other security agreements relating to goods attached to real property are referred to as UCC Fixture Filings. When searching for UCC fixture filings, it is proper to search the recording office that has jurisdiction over the location in which the real property is located. Fixture filings can be contained in real estate documents, such as deeds, or filed on the nationally accepted UCC forms.
NSI conducts UCC fixture filing searches frequently in local recording offices nationwide. With a network of correspondents who are able to walk into local jurisdictions and conduct hand-on searches when or where necessary, NSI is able to provide its clients with accurate and expedient search results.
UCC Filing Services
- Prepare and File: NSI can prepare your UCC filings and then emails the documents to you for your review and approval. Once approved, the documents are filed in the indicated jurisdictions.
- File Only: You prepare your UCC and forward it on to us with instructions on where to file and NSI can take care of it from there.
NSI can offer comprehensive UCC preparation, filing and searches in all states and counties—thoroughly reviewing all of your UCC documents for accuracy. We are familiar with the state guidelines and filing requirements nationwide and can confidently handle any filings that come our way. It’s our goal to make sure your searches and filings are successfully submitted and managed. Our experienced team members are reliable and detail-oriented, always striving to ensure that your UCC filings are in compliance with the recent changes in statutory laws.
UCC Searching Services
The UCC search is an essential element of proper due diligence for business loans and other commercial transactions. There are a number of situations where a lien or security interest could be indexed under a variation of the debtor name, yet remain fully effective. Therefore, it is crucial to understand how to check UCC filings, and it is recommended to partner with a UCC search provider like NSI to conduct searches and uncover all relevant records. Whether you’re searching for UCC 1 security agreements, UCC 3 continuations, or UCC termination statements our expert team members will be able to assist in all of your UCC searching needs.
Proper Search Criteria should include:
- Current debtor name(s)
- Prior debtor names
- Any merged or acquired businesses
- Former jurisdictions if applicable
| Debtor types | What to search |
| Registered organizations | Search by name on the organization’s public organic record |
| Collateral administered by decedent’s personal representative | Search on the individual name of the decedent |
| Collateral held in a trust that is not a registered organization | Search on the name put forth in the trust documents if it has a name specified in its organic record, otherwise search on the name of the settlor(s) |
| Individuals | The driver’s license is the starting point for every UCC search conducted on an individual, but other name variations may also be sufficient and may need to be searched separately (see: Alternative A versus Alternative B states |
When performing a UCC search, it’s essential to search for the seller’s exact legal name. In some cases, a third-party search company is utilized to perform UCC searches. They are affordable and since we generally also conduct tax and judgment lien searches on the same party at the same time, it is usually more practical to conduct all three searches at the same time.
If the UCC search uncovers lien filing, and we are able to determine whether a filing have been terminated by looking through the records for a termination statement. When a debtor pays off a debt secured by a lien and perfected by the filing of a financing statement, the creditor must file a termination statement to record the release of the lien. If the UCC search reveals an active financing statement that has not been terminated, you will need to work with the seller to ensure the security interest is released on or prior to closing. If the lien is not released on or prior to closing, the creditor will have a security interest in the purchased business assets after closing to secure an obligation of the seller. This is not a situation you want to deal with after closing on the purchase.
National Service Information Services, Inc. (NSI) has years of experience in the searching of public records. We perform public record searches at the local/county level, state level and federal levels as well as internationally. We are familiar with the various search logic methods used in these recording offices and are able to provide expedient and accurate results. Whether you are searching for UCC Financing Statements or Fixture Filings, or any other types of public records and/or liens, NSI has the resources to provide comprehensive results. NSI is versed in Revised Article 9 (RA9) guidelines that affect the location and methods used for particular record searches.