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The Perplexing World of Uniform Commercial Code Demystified! Pt 2: UCC Filings – the “proper” way to complete a UCC-1 Financing Statement

UCCFor the second installment in our series on The Perplexing World of Uniform Commercial Code Demystified, we’d like to talk about the “proper” way to complete the debtor name on a UCC-1 Financing Statement.

Perfecting the name of an organization or individual in a UCC-1 Financing Statement is very important in the protection of your security interest.  Unperfected UCC filings can be deceptive and catastrophic.

If the debtor is an organization, the name listed in 1a should match the last filed public record as filed with the Secretary of State where the entity is formed.  For instance, if the corporation is filed under the name: ABC Services, Inc. the name in 1a should be listed as the same.  It should not be listed as: ABC Services Corp.  If the organization files for a name change, the UCC-1 should be updated to reflect the change in the debtor name, via a UCC-3 Amendment.

If the debtor is an individual, the name listed in 1b should match the individual’s unexpired driver’s license or ID card.  If the individual does not have one of these two identifications, the UCC-1 should list the debtors first and last name.  For instance, if the driver’s license or ID card lists the person’s name as Karen Elizabeth Elliott, the UCC-1 should include first, middle and last name.  It should not be listed as: Karen Elliott or Karen E. Elliott.

You can file a UCC and request a Search to Reflect nationwide with us today by sending us your requests to Orders@incserv.com.  Please give us a call if you have any questions or would like additional information.   Keep an eye out for the next installment on who prepares a UCC filing.

Karen Elliott, Assistant Vice President Client Development

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The Perplexing World of Uniform Commercial Code Demystified! Pt 1: UCC Filings – What are they and where to file?

Uniform Commercial CodeLiving in the World of Uniform Commercial Code can be perplexing.  This blog is the start of a series to start the discussion of UCC-1 filings, what they are, and where to file.

A UCC-1 Financing Statement (an abbreviation for Uniform Commercial Code-1) is a legal form that a creditor files to give notice that it has or may have an interest in the personal property of a debtor.  For example, if you, lend money as part of a loan, or offer credit for the lease or purchase of equipment of any kind, you may file a UCC-1.  The UCC-1 protects the creditor’s interest should the debtor default on the loan.  Filing the UCC-1 timely is very important; as a secured party, you want to make sure the filing is filed before any other to secure your interests.

The question arises: Where do I file?  The below chart lists out the most common debtor types:

Debtor Type Where to file UCC financing statements
Registered organizations (Corporation, LLC, LP, etc.) File at central filing office of state where entity was formed or organized (i.e., Secretary of State) and/or county recording office where principal office is located
Organizations with one place of business County/State of place of business
Organizations with multiple places of business County/State of chief executive office
Non-U.S. entity organized in foreign jurisdiction without a notice system In Washington, D.C. and other applicable jurisdictions
Individuals County/State of principal residence

Stay tuned for the next installment, which will dive deeper into the World of Uniform Commercial Code.

Karen Elliott, Assistant Vice President Client Development

 

 

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UCC Article 9 – Indexing of Secured Party Names with Titles in Washington, DC

When filing UCCs in Washington, DC, we’ve experienced a few challenges with the incorrect indexing of names, etc.  We are not alone in this struggle, as the District of Columbia has often been referred to as “the worst indexing system in the country.”  While we’re pretty sure the folks at the DC Recorder of Deeds (ROD) didn’t intend for this to be the case, we’ve become accustomed to it and double check to ensure proper indexing of UCCs we file. Recently we ran into an issue we were sure was an error, which prompted us to do some digging, and we learned something new.

After filing a UCC1 financing statement with the DC ROD, our client requested a post-filing UCC search (search to reflect) to confirm both the indexing of the debtor and secured party names. The UCC1 listed the Secured Party as “ABC123, NA, as Agent” on the filing.  The client intended to have the entire name of the secured party indexed in the ROD’s records.  However, when searched, we found it was not indexed as submitted.  We questioned what happened to the “as Agent” language in the secured party name.  The DC ROD stated “as Agent” is considered a title, per their general indexing guidelines (not made available to the public).  As a result, they can and had excluded the words in the indexing of the name.

We questioned the legality of this indexing rule and informally reached out to Norman Powell, of Young Conaway Stargatt & Taylor, LLP to ask his opinion on the matter. Norman Powell is considered the “go-to guy” for UCC matters, having authored various articles and presented many educational seminars on the topic of secured transactions. Mr. Powell agreed there was a bit of ambiguity in “capturing information as rendered in a filing and as prescribed by the rules consistent with Article 9.”  He further went on to say unlike names of debtors, secured party names are not subject to the strict “search logic test” made applicable by 9-506.   The secured party’s agency capacity is “purely optional and would not affect the effectiveness of the financing statement.”

So, in this case of the missing “as Agent”, we’ve learned this was not another “indexing error”, but rather the DC ROD truly was not required to include the title in the name of the secured party when indexing the name.

For questions about or assistance with filing or searching UCCs in Washington, DC, feel free to reach out to us.

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Where to File UCCs in Washington, DC

Deirdre Davis-Washington, Assistant Vice President of Branch Operations in Washington, DC was recently asked about UCC searches and where to search and subsequently file in the District of Columbia. Deirdre shared this brief but valuable description:

Security interest filings in Washington, DC are filed with the Recorder of Deeds (ROD). Washington, DC UCC Filings If you have a UCC against real property, better known as a “fixture filing”, this would be filed in the land records of the ROD, while others are found in the “chattel” records (yes, DC still uses the word chattel).   You may also search for tax liens and judgments at the ROD.

The District has also be known to be the default place for filing of UCC’s against foreign entities doing business in the US.  Not sure where the company is doing business?  Just try searching the DC Recorder of Deeds!

For assistance in Washington, DC with UCC searching or filing or to learn more about any of the services available from our office, contact our DC office directly via email to dcorders@incserv.com.

The information within this post is intended for general information purposes only. Incserv and its employees cannot offer legal or financial advice. Please consult with your legal counsel for assistance in how this information may or may not affect you and your business prior to making any decisions. The above information (and any attachments) should be judged accordingly.

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Where to File UCCs in Washington, DC

Where to File UCCs in Washington, DC

Deirdre Davis-Washington, Assistant Vice President of Branch Operations in Washington, DC was recently asked about UCC searches and where to search and subsequently file in the District of Columbia. Deirdre shared this brief but valuable description:

Security interest filings in Washington, DC are filed with the Recorder of Deeds (ROD).  If you have a UCC against real property, better known as a “fixture filing”, this would be filed in the land records of the ROD, while others are found in the “chattel” records (yes, DC still uses the word chattel).   You may also search for tax liens and judgments at the ROD.

flag_map_of_washington_dc

The District has also be known to be the default place for filing of UCC’s against foreign entities doing business in the US.  Not sure where the company is doing business?  Just try searching the DC Recorder of Deeds!

For assistance in Washington, DC with UCC searching or filing or to learn more about any of the services available from our office, contact our DC office directly via email to dcorders@incserv.com.

The information within this post is intended for general information purposes only. Incserv and its employees cannot offer legal or financial advice. Please consult with your legal counsel for assistance in how this information may or may not affect you and your business prior to making any decisions. The above information (and any attachments) should be judged accordingly.

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DE Amends Current UCC Law

delawareIncorporating Services, Ltd. (Incserv) is an active member of the National Public Records Research Association (NPRRA). One of the many benefits of this membership is the continuous flow of information from other members regarding changes in policy, law and processing of public records searching and filing across the US.

The NPRRA released this notice on August 2nd regarding Delaware’s amendment to the current law with regards to a statutory trust. Please see below and attached:

Delaware Senate Bill 276 was signed into law by Delaware Governor Jack Markell on July 13, 2016. The bill amends current law to define and include a statutory trust as a person under the Uniform Commercial Code. The bill became effective August 1, 2016.

Please click here to view the entire bill.

Should you need assistance with Delaware filings, feel free to contact us or call 800-346-4646.

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DE Amends Current UCC Law

DE Amends Current UCC Law

delaware

Incorporating Services, Ltd. (Incserv) is an active member of the National Public Records Research Association (NPRRA). One of the many benefits of this membership is the continuous flow of information from other members regarding changes in policy, law and processing of public records searching and filing across the US.

The NPRRA released this notice on August 2nd regarding Delaware’s amendment to the current law with regards to a statutory trust. Please see below and attached:

Delaware Senate Bill 276 was signed into law by Delaware Governor Jack Markell on July 13, 2016. The bill amends current law to define and include a statutory trust as a person under the Uniform Commercial Code. The bill became effective August 1, 2016.

Please click here to view the entire bill.

Should you need assistance with Delaware filings, feel free to contact us or call 800-346-4646.

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Oregon Individual Debtor Name Requirement

Eforegonfective January 1, 2016, under Oregon Senate Bill 462, the name of an individual debtor listed in a Uniform Commercial Code (UCC) filing, will need to match the debtor’s name on their Oregon driver’s license or Oregon-issued state ID card.

Beginning January 1, the requirement takes effect for all new UCC-1s filed. Existing valid UCCs remain in effect until continued or no later than January 1, 2021. To read SB 462 in full, click here.

If you have any questions or concerns, please feel free to contact us!
Thanks for Reading,

Gennine

Gennine Cooper is a Marketing Associate in our Dover, Delaware office. To learn more about Gennine read her bio here.

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Delaware UCC Paper Filing Change

Effective December 1, 2015, the Delaware Division of Corporations (the Division) will no longer accept Uniform Commercial Code (UCC) paper filings submitted directly to the Division via mail, courier or fax. Filers will be required to utilize an authorized UCC Filing Agency for paper filings or file electronically via XML or the State’s e-UCC web application.

Incserv is a State authorized UCC Filing Agency and is ready to assist you with your UCC filing needs. If you have questions or need help filing, contact Incserv today!

Thanks for reading,
Gennine

Gennine Cooper is a Marketing Associate in our Dover, Delaware office. To learn more about Gennine read her bio here.

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UCCs in Delaware

ThDelawaree Delaware Division of Corporations (the Division) continues to work diligently to resolve issues stemming from the major system conversion they underwent on September 3rd.

The current thru date for Uniform Commercial Code (UCC) filings in Delaware is still September 7th, as Routine (Priority 7) filings submitted after this date have not yet been processed by the Division and there is a significant backlog of UCC e-filings. In addition, the Division is not confident at this time all other UCC’s have been completed properly, as there is an issue with some new filings showing as lapsed, skewing search results.

The Division is working overtime to resolve these issues, but regrettably they anticipate the UCC thru date to remain the same for quite some time.

We will continue to keep you posted as we receive information.

If you have any questions or concerns, please feel free to reach out to us!

Thanks for reading,

Rose

Rose Redman is the Process Design Leader in our Dover, Delaware office. To learn more about Rose read her bio here.