UCC Forms FAQ

What are UCC forms?

A UCC form is not an agreement but rather a document pertaining to the Uniform Commercial Code. The Uniform Commercial Code refers to a United States effort at unifying sales law and commercial transactions across each of the states, typically referring to “movable” property (i.e., property that can be considered commercial but is not real estate).

UCC forms are most often used to declare a secured transaction with the public. Traditionally, you do not need to use UCC forms unless involved in a transaction that included both a debtor and a secured party. The secured party (the lender, usually, though other parties may also be secured parties) might often submit a UCC form in order to protect their investment, which is why many of the most common UCC forms actually appear in the form of financial statements.

What types of UCC forms are there?

As mentioned above, there are a number of different UCC forms that can be used by a secured party in order to ensure that their investment is safe. These forms include the UCC 1 Financing Statement and UCC 3 Financing Statement Amendment, for starters. There are a number of different forms for amending and adding information to these statements, just as there are UCC forms that can request information as well, such as the UCC 11 Request for Information. These forms are often sold in packages to those parties and entities that need to ensure that they have the right forms at their disposal.

When do I need to file a UCC form?

If you’ve entered into a commercial transaction, it’s still possible that you may not need to file a UCC form. Typically UCC forms are reserved for transactions that include a lender; the lender then files the appropriate UCC forms to protect their financial interest in the transaction. For this reason, UCC forms are often used by banks making commercial transactions and loans, but can be used by individuals and businesses as well.

How do I file my UCC form in my state?

Although the UCC rules are similar from state to state (which is how they were designed; hence the term “Uniform” in UCC), you’ll have to check with your individual state government to see the best way to file in your own area. As each state will have its own filing system, it’s generally best to simply check with your state for the best filing practices; usually this can be resolved with a simple online search at your state’s website. Keep in mind that many state offices recommend that you use the home state of the debtor in the transaction to file the appropriate UCC forms.

Typically, the UCC forms themselves will vary little from state to state, however, which does give you some flexibility in acquiring UCC documents to file with your state.

Is the UCC same in each state?

It’s important to keep in mind that the Uniform Commercial Code itself is not federal law, but rather a codified recommendation to each state as to how it should govern commercial transactions. For this reason, each individual state tends to comply with the UCC, but your individual state’s compliance may come with changes to the recommended code.

In its current state, the UCC in one form or another has been enacted in each of the 50 states, which is why the UCC forms can be so universal in their usage. Individual states such as Louisiana have adopted most of the UCC while leaving out certain sections in order to maintain its own system of governance in certain types of transactions, such as the sale of goods. For more information, see the question “Can I use common UCC forms in my state?”

What different types of transactions might fall under the UCC?

As the name suggests, a wide range of commercial property transactions fall under the jurisdiction of the Uniform Commercial Code; however, real property such as real estate is not included. For this reason, the largest transactions that fall under the UCC are typically business or interest related in nature. Other transactions, such as bank fund transfers, are also mentioned in the UCC.

Though, as mentioned in the answer above, individual states sometimes keep out certain articles of the UCC (as is the case of Louisiana and Article 2), the UCC itself includes articles dealing with the following types of transactions:

• Sales and leases of goods
• Negotiable instruments: promissory notes and drafts
• Bank deposits
• Funds transfers (typically the funds transferred between banks)
• Letters of credit
• Bulk transfers and sales
• Storage and bailment of goods
• Investment security and secured transactions

In any of the above cases in which your state adheres to the UCC, consulting the UCC itself will tell you how your state handles the governance of each transaction.In the cases in which your individual state strays from the UCC, you’ll want to consult your own state’s laws and regulations for similar filings.

Can I use common UCC forms in my state?

Most UCC forms are designed and intended for use in all 50 states. The purpose of the UCC itself was to unify state law in order to make commercial transactions in each state a similar and familiar process, which is why this is possible. Though each state does indeed govern commercial transactions, the adherence to the UCC is what allows these forms to be so standard across the entire country.

When is a UCC filing valid?

If the transaction itself is valid and the information in the UCC filing is fully accurate, the only remaining requirement of validity is the reality of the transaction itself. Ensuring that your UCC filing is valid will require going through the right state (as, again, the UCC is not federal law but simply codified law that all 50 states have adopted), which is often the home state of the debtor in the transaction in question. The UCC filing is not a contract and will therefore not be subject to the same validity questions that most contracts are.