The Uniform Commercial Code, or UCC, is a comprehensive set of legal guidelines designed to harmonize the law of sales and other commercial transactions across the United States. A UCC filing occurs when a creditor files a notice that they have a security interest in a debtor‘s asset, which essentially serves as a public declaration of a lien.
The UCC’s purpose is to provide a consistent legal framework across various jurisdictions, fostering reliability in commercial dealings. Although states are not compelled to adopt the UCC, most have incorporated it wholly or partially to align with the widespread commercial practices in the country. It simplifies and standardizes the laws related to commercial transactions, including contracts, to facilitate interstate business.
Regarding UCC filings, these are formal documents submitted by creditors to indicate a secured interest in a borrower’s assets, ensuring public visibility of such claims. This typically happens when a business takes out a secured loan. The creditor then files a UCC-1 financing statement, which details their claim to the collateral.
UCC filings are crucial for lenders as they assert their rights over an asset pledged as collateral in a loan agreement. They originated from the need to regulate the burgeoning economic activities and transactions in the U.S. systematically.
The UCC itself is divided into 11 articles, each addressing various aspects of commercial law, including:
1. General Provisions
2. Sales of Goods, and Leasing in 2A
3. Negotiable Instruments like promissory notes
4. Bank Deposits and Collections
4A. Fund Transfers
5. Letters of Credit
6. Bulk Transfers and Bulk Sales under Asset Liquidation
7. Warehouse Receipts, Bills of Lading, and Other Documents of Title
8. Investment Securities
9. Secured Transactions
The UCC-1 statement is a legal claim that protects a lender should a borrower default or declare bankruptcy, allowing the lender to potentially foreclose or seize the assets. Active for five years, these filings may be renewed or amended by lenders to reflect changes in the collateral assets. This information is also crucial for businesses since it appears on company credit reports and can influence future financing opportunities.
However, UCC filings can impact a business’s ability to secure financing. If a UCC filing appears on a business credit report, it may suggest to potential lenders that the company has existing financial commitments or may not be financially robust. Even after debts are settled, UCC filings can remain on a business’s credit report for years, potentially hindering the ability to obtain favorable financing terms.
