UCC Financing Statement Guide for Small Business Owners
Learn what a UCC Financing Statement means for your small business, how it affects your ability to secure loans, and what you need to know as a business owner seeking capital.
Introduction
A UCC Financing Statement is a legal form that creditors file to give public notice that they have an interest in the personal property of a debtor (in this case, your business). When you secure a business loan using your business assets as collateral, your lender will typically file a UCC Financing Statement to establish their legal claim to those assets if you default on the loan. Understanding UCC filings is crucial for small business owners, especially when seeking financing for growth or startup capital. This guide will help you navigate what these filings mean for your business, your rights, and your ability to secure additional funding.
Key Things to Know
- 1
A UCC Financing Statement creates a public record of debt secured by your business assets, which can affect your ability to obtain additional financing.
- 2
Blanket liens cover all business assets and can significantly restrict your financial flexibility, so try to negotiate for specific collateral when possible.
- 3
UCC filings expire after five years but can be renewed by the lender. Make sure terminated loans are properly removed from UCC records.
- 4
Lenders establish priority based on the order of UCC filings, with the first to file having first claim to the collateral if you default.
- 5
You can request subordination agreements from existing lenders to help secure additional financing when needed for business growth.
- 6
Regular monitoring of UCC filings against your business helps prevent errors that could complicate future financing efforts.
- 7
Some alternative lenders and community development financial institutions may offer more flexible terms regarding UCC filings for small businesses, particularly MWBEs.
Key Decisions
UCC Financing Statement Requirements
The exact legal name of the debtor as it appears on formation documents. For registered organizations, this must match the name on file with the Secretary of State. For individuals, use the name on a driver's license or other government-issued ID.
The complete mailing address of the debtor, including street address, city, state, and zip code.
Specify the type of organization (corporation, LLC, partnership, etc.) if the debtor is a registered entity.
The state or country where the debtor entity is organized if the debtor is a registered organization.
The organizational identification number assigned by the jurisdiction of organization (if applicable).
Information for any additional debtors, including their exact legal names and addresses. Each additional debtor requires the same level of detail as the primary debtor.
Oregon Requirements for UCC Financing Statement
A financing statement must include the name of the debtor, the name of the secured party, and an indication of the collateral covered. The statement must be filed with the Oregon Secretary of State to perfect a security interest.
The financing statement must provide the correct legal name of the debtor. For registered organizations, this means the name on the public organic record. For individuals, this means the name on their unexpired driver's license or state ID.
A financing statement is sufficient only if it provides the name of the debtor, provides the name of the secured party or a representative, and indicates the collateral covered by the financing statement.
The description of collateral must reasonably identify what is described. Supergeneric descriptions such as 'all assets' or 'all personal property' are sufficient for a financing statement.
In Oregon, financing statements must be filed with the Secretary of State, except for as-extracted collateral, timber to be cut, or fixtures, which require filing in the county where the related real property is located.
A filed financing statement is effective for five years after the date of filing. The effectiveness lapses on the expiration of the five-year period unless a continuation statement is filed.
A continuation statement may be filed only within six months before the expiration of the five-year period. Upon timely filing, the effectiveness of the initial financing statement continues for another five years.
A secured party may file an amendment to add or delete collateral, continue or terminate the effectiveness of the financing statement, or otherwise amend the information provided.
When the secured obligation is satisfied, the secured party must file a termination statement within 20 days after receiving a written demand from the debtor.
The Oregon Secretary of State requires payment of filing fees for UCC financing statements, amendments, continuations, and terminations according to the current fee schedule.
Priority among conflicting security interests in the same collateral is determined by the time of filing or perfection, with the first to file or perfect having priority.
A purchase-money security interest in goods has priority over a conflicting security interest in the same goods if the purchase-money security interest is perfected when the debtor receives possession of the collateral or within 20 days thereafter.
A financing statement substantially satisfying the requirements is effective, even if it has minor errors or omissions, unless the errors or omissions make the financing statement seriously misleading.
A secured party of record may assign all or part of its power to authorize an amendment to a financing statement by filing an amendment that identifies the initial financing statement and provides the name of the assignee.
A debtor may file an information statement if they believe that a record is inaccurate or was wrongfully filed, which becomes part of the financing statement but does not affect its effectiveness.
Oregon has adopted Article 9 of the Uniform Commercial Code, which governs secured transactions and the filing of financing statements to perfect security interests in personal property.
Federal tax liens must be filed in accordance with the Federal Tax Lien Act and may affect the priority of security interests perfected by UCC financing statements.
Oregon accepts electronic filing of UCC financing statements through the Secretary of State's online filing system, which must comply with the state's electronic filing requirements.
A financing statement covering fixtures must be filed in the real property records of the county where the fixtures are located and must indicate that it covers fixtures.
For agricultural liens, the financing statement must indicate that it covers this type of collateral and be filed according to the special rules for agricultural liens in Oregon.
Frequently Asked Questions
A UCC Financing Statement (also called a UCC-1) is a legal document filed by creditors to publicly announce their interest in the assets of a debtor. It's named after the Uniform Commercial Code, which standardizes business laws across states. When you use business assets as collateral for a loan, your lender files this form with your state's Secretary of State office. The filing establishes the lender's security interest in your business property and determines priority among creditors if multiple lenders have claims against the same assets.
A UCC filing can affect your business in several ways: 1) It encumbers the assets listed as collateral, meaning you cannot sell them without the lender's permission; 2) It may limit your ability to obtain additional financing since those assets are already pledged; 3) It establishes a public record that other potential lenders can see when evaluating your creditworthiness; 4) If you default on the loan, it gives the lender legal rights to seize the collateral assets. However, UCC filings are standard practice in business lending and don't necessarily reflect negatively on your business.
While UCC filings work the same way for all businesses, minority and women business owners (MWBEs) should be aware of certain considerations: 1) Some MWBE-focused lenders may offer more flexible terms regarding collateral requirements; 2) Certain MWBE loan programs through the SBA or community development financial institutions may have different UCC filing requirements; 3) Understanding UCC filings is particularly important if you're using alternative financing methods that are common among underserved business communities. Consider consulting with financial advisors who specialize in working with MWBEs to understand how UCC filings might impact your specific situation.
A UCC Financing Statement can cover virtually any type of business personal property, including: equipment, inventory, accounts receivable, furniture, vehicles, intellectual property, and even future assets your business may acquire. The filing can be specific (listing particular items) or blanket (covering all business assets). For small business owners, it's crucial to understand exactly what assets are being used as collateral and how that might affect your operations if you need to sell or replace those assets.
A UCC Financing Statement typically remains in effect for five years from the date of filing. After that, it automatically lapses unless the lender files a continuation statement before the expiration date. If you pay off the loan before the five-year period ends, the lender should file a UCC-3 Termination Statement to remove their claim on your assets. As a business owner, it's important to verify that terminated loans are properly removed from UCC records, as outstanding UCC filings can complicate future financing efforts.
Yes, you can still obtain additional financing with an existing UCC filing, but it may be more challenging. Your options include: 1) Seeking loans using assets not covered by the existing UCC filing; 2) Negotiating with your current lender to subordinate their position (allowing another lender to take first position on certain assets); 3) Finding lenders willing to take a secondary position; 4) Using alternative financing methods that don't require collateral, such as revenue-based financing. For business owners seeking expansion capital, it's important to maintain clear records of your existing obligations and available unencumbered assets.
If you discover errors on a UCC filing against your business, take these steps: 1) Contact the lender immediately and request they file a UCC-3 Amendment to correct the information; 2) If the lender is unresponsive, you may need to file a correction statement with your state's filing office explaining the error; 3) In cases where a UCC filing should have been terminated but wasn't, send a written demand to the secured party requiring them to file a termination statement; 4) If necessary, consult with a business attorney who specializes in secured transactions. Monitoring UCC filings against your business regularly is a good practice for all business owners.
As a first-time business owner, consider these points before agreeing to a UCC filing: 1) Understand exactly which assets are being used as collateral; 2) Be wary of blanket liens that cover all business assets, as they can severely limit future borrowing options; 3) Negotiate for specific collateral when possible rather than all-encompassing liens; 4) Ensure the loan agreement includes clear terms for removing the UCC filing once the loan is paid; 5) Consider how the encumbered assets might affect your business operations and growth plans; 6) Compare loan offers from multiple lenders, as UCC requirements can vary significantly.