Navigating UCC-1 Filing Forms, Rules and Documents

Navigating UCC Filing: The Essential Guide

An essential element of conducting commercial transactions, mergers and acquisitions, and originating business loans is filing Uniform Commercial Code (UCC) financing statements. But subtle errors in the filing process can spell disaster for even seasoned filers, and result in unperfected security interests.

Although Article 9 was intended to make this process uniform, UCC filing rules can vary in each state. Failure to fully understand each state’s nuances can jeopardize the perfection of your security interest.

To help, we’ve compiled an essential guide on how to navigate filing a UCC. Read on for tips about what filers should keep in mind when dealing with UCC records, and how to maintain perfection and priority of security interests.

Tip 1: Pay attention to detail in debtor name requirements

When filing a UCC financing statement, the most important information on the record UCC form is the debtor’s name. If the name is not correct or includes even a minor deviation on UCC 1 or UCC 3 forms, it could be seriously misleading. If the debtor is a registered organization, for example, the financing statement is sufficient only if it provides the name stated to be the name of the entity on the public organic record most recently filed with or issued by a state or the United States, as further described in UCC § 9-503(a)(1). Be sure to carefully check your punctuation and spelling on all UCC documents. Even minor deviations from the above statutory rule can make the financing statement seriously misleading. CSC® can automatically monitor debtor names for your UCC filings with our UCC Debtor Tracking Services.

Tip 2: Decide where to file UCC financing statements by location of the debtor

Debtor Type

Where to file UCC financing statements

Registered organizations

File at central filing office of state where entity was formed or organized

Organizations with one place of business

State of place of business

Organizations with multiple places of business

State of chief executive office

Estate 

State designated by federal law, or if permitted by statute the state designated by organization, otherwise in Washington D.C.

Trust

State of place of business and organization of trustees, and in state where established; if trustee is also a registered organization, file where organized

Non-U.S. entity organized in foreign jurisdiction without a notice system

In Washington D.C. and other applicable jurisdictions

Foreign bank branch

In state where branch is licensed

Foreign air carrier

In state where agent for service of process is located

Individuals

State of principal residence

Tip 3: Avoid confusion with “only-if” and “safe harbor” alternatives to individual debtor name

For individual debtors, there are two main legislative alternatives: The Alternative A “only if” rule and the Alternative B “safe harbor” rule. It is important to understand the distinction and which legislative alternative applies in your unique case when filing a UCC.

Legislative Alternative A “only-if” rule:

  • The financing statement is sufficient only if it provides the individual name of the debtor indicated on the person’s unexpired driver’s license or, if state law allows, the state-issued ID card.
  • If the debtor lacks a document that meets those requirements, the financing statement is sufficient if it provides the individual name of the debtor or the surname and first personal name.
  • This is the version enacted by the vast majority of states.

Legislative Alternative B “safe harbor” rule:

  • The financing statement is sufficient only if it provides the individual name of the debtor, the surname and first personal name of the debtor, or the name indicated on the debtor’s unexpired driver’s license or alternative ID card issued by the state where the record is to be filed.

Click to view the UCC Uniform Commercial Code Article 9 Timeline

Tip 4: Allow ample filing time depending on jurisdiction

State filing turnaround times are important to keep in mind when filing a UCC. Depending on the method of submission—electronic, U.S. Mail, courier or walk in—the filing turnaround time can be instantaneous (often in the case of electronic filing) or can take up to 30 days (in the case of paper forms filed in Vermont). Additionally, as states work to overhaul their systems, they can modify their requirements or turnaround times.

Tip 5: Ensure all relevant records are uncovered

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 CSC 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 UCC Web Services has the largest database of UCC information and images for your UCC search needs.

Search should include:

  • Current debtor name(s)
  • Prior debtor names
  • Any merged or acquired businesses
  • Former jurisdictions if applicable

Don’t forget to include copies, reconcile copies to the summary, review name variations, and look at terminated UCCs.

Debtor type

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

Contact CSC Today for UCC Services

When filing a UCC-1 financing statement or other UCC forms, partnering with a service provider like CSC for UCC filing can help you remain in compliance with UCC rules while maintaining and protecting your clients’ security interests. CSC handles every part of your UCC filing life cycle, including tracking jurisdictional requirements and expirations, calculating UCC filing fees, processing UCC documents, writing checks, and submitting UCC filings—all within our comprehensive system.

CSC can help you file UCC-1 financing statements and other UCC forms in any state with CSCFinancialOnline℠. Learn more about the benefits of CSC’s UCC services in all 50 states including Delaware, Illinois, Indiana, Ohio and Washington D.C.