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UCC & Corporate Due Diligence

Resource Guide for Legal and Financial Professionals

Secured Party is Responsible for Accuracy and Completeness of a UCC Financing Statement

August 05, 2010 UCC

Financing Statements are filed as a means to protect a creditor’s investment and give them a mechanism to collect should the debtor default. However, a filed UCC Financing Statement is not necessarily enough. To provide priority protection for the creditor, a UCC1 must be properly filed in accordance with the Uniform Commercial Code (The Code) and the specific rules of the jurisdiction’s filing office. Since only a properly filed UCC will perfect a security interest, it can raise the question of responsibility. Essentially, who is responsible for making sure a UCC document is properly filed?

According to The Code, the filing officer’s duties are to be strictly administrative in nature. A document that is presented for filing must only satisfy a set of minimum requirements to be acceptable for filing. In many states, a filing need only list a debtor name and address, a secured party name and address and include a collateral statement.

Many UCC filers operate under the misapprehension that the filing officer will “catch” their mistakes reject a document that threatens to leave them unperfected. In truth, if the minimum statutory requirements are met and the correct filing fee accompanies the document, the filing officer is directed to file it into the public record.

When filing UCCs, please always keep in mind that it is not up to the filing officer to verify any of the information on the document; the burden for getting the information right falls to the Secured Party.



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