Filing your forms correctly is incredibly important to the security of your financial institution. If you fail to get the debtor name correct in your UCC-1 filing (also known as a financing statement), you might lose your ability to collect on a debt. Therefore, it’s essential that you know how to ensure accurate debtor names.
Understanding UCC-1 filings
To begin, let’s clarify what is a UCC-1 filing. A UCC-1 filing is a legal document that serves as a public notice of a security interest in personal property. The purpose of a UCC-1 filing is to help establish priority (also known as lien perfection) in the event of a debtor default or bankruptcy. When you file a UCC-1 form, you can protect your interest in the collateral and prevent other creditors from claiming the same property.
A UCC 1 form will require different types of information to be filed correctly:
- Correct debtor name and address
- Secured party name(s) and address
- Filing information including collateral description
The filing process has a few important steps, as well. First, the creditor or secured party will determine if they need to file the UCC-1 to begin with and to establish secured interest in the debtor’s property. Second, the secured party needs to gather all the required information to fill in the form. Third, the filing must be submitted for recordation in the proper filing jurisdiction and pay any required filing fees. Finally, after the UCC filing is recorded the secured party must maintain the filings effectiveness going forward, including updating it as necessary so it remains active and valid.
The importance of accurate debtor names
There’s no question that getting the debtor name correct on a UCC-1 filing is critically important for lending institutions. The name on the financing statement must be accurate and match the debtor’s legal name to establish a valid security interest in collateral. If the debtor name is incorrect or is misspelled, the UCC-1 filing may be invalid.
This can cause creditors to lose their priority (or position) over other creditors who have filed financing statements against a borrower with the correct debtor information. Even minor errors like periods or commas in the wrong place can discredit a financing statement. For example, if a creditor files a UCC-1 statement with the name “John Smith” but the debtor’s legal name is “Jonathan Smith”, the filing may be ineffective in establishing a secure interest in the collateral.
If you have inaccurate debtor names, it can also impact the impact priority of liens. This can allow other creditors to take priority in claiming collateral in the case of a default or bankruptcy. It also can result in significant financial losses for the creditor if you are unable to claim your share of collateral before other creditors.
Examples of errors in debtor name filings
Example 1
- In the case, Mainsource Bank v. Leaf Capital Funding, a typo in the middle of the debtor name invalidated the UCC filing. As a result, the financing statement was not enforceable, and the secured party lost almost $40,000 after the case settled.
- Another example comes from United States SEC v. ISC, Inc. In this case out of Wisconsin, a simple typo error was made where there was an added space between “Inc” and “.” in the debtor name. Because the debtor was listed on the UCC form as “ISC, Inc .” instead of “ISC, Inc.”, the lien was found invalid and the secured party lost their interest.
How to Ensure Accurate Debtor Names
The debtor name must match the corporate or individual legal name.
You can search for the business entity name or order corporate documents from the public records to verify the debtor name.
You can also consult with a professional to help ensure that the debtor name is correct and that the UCC filing complies with local regulations.
Conclusion
It is critical to get a debtor name correct on a UCC - 1 financing statement in order to protect your interest. If you fail to get this correct, your filing may be found unperfected, which means that a secured party has an invalid filing and will lose their position.
Every year there are new cases where the secured party does not win a judgment against a debtor because the filing is invalid. Thankfully, there are steps you can follow to ensure that you have gotten the debtor name correct. You may also want to consult with an attorney or a legal filing services company to ensure your UCC-1 financing statements are filed correctly.
