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#888503 - 01/16/08 11:15 AM All Business Assets UCC / Blanket UCC Filing
Big Dave Offline
Junior Member

Registered: 10/01/07
Posts: 27
Loc: Indiana
When filing a UCC on all business assets, what should the UCC say? It can either say "All assets of the debtor, now owned or hereinafter acquired, and all products thereof, wherever located." or have all the paragraphs spelling out Inventory, Equipment, Chattel paper and so on.
Which will cover the bank in the event we have to use the UCC in court?
Thanks,
Big Dave

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Article 9
#888654 - 01/16/08 12:28 PM Re: All Business Assets UCC / Blanket UCC Filing [Re: Big Dave]
Tom at HOME Offline
Diamond Poster

Registered: 10/27/05
Posts: 1139
Assuming you are not using a security agreement to authorize the filing of a financing statement and such authenticated record authorizes you to file on "all business assets," then just list "all business assets now owned and hereinafter acquired." The "where ever located" statement is OK but not required, because the law does not assume a specific location.

Why do you include the term "business" in the description? Why not just "all assets now owned and hereinafter acquired?"

If you are using the security agreement as your authority to file, then you cannot be broader in the filing than you are in the security agreement. [9-509] The security agreement must comply with 9-108, which states that:
Quote:
A description of collateral as "all the debtor's assets" or "all the debtor's personal property" or using words of similar import does not reasonably identify the collateral.


For filings, in the collateral section, you must indicate the collateral, which is controlled by section 9-504 which states:
Quote:
A financing statement sufficiently indicates the collateral that it covers only if the financing statement provides:
(1) a description of the collateral pursuant to Section 9-108; or
(2) an indication that the financing statement covers all assets or all personal property.


I would not use the security agreement to authorize a filing on a business or agricultural loan, but something else that the debtor authenticates to authorize the filing. I would then indicate that the financing statement covers "all assets now owned and hereinafter acquired."
_________________________
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The illusion of knowledge is more dangerous than known ignorance. -- Tom Bridge

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#888703 - 01/16/08 01:11 PM Re: All Business Assets UCC / Blanket UCC Filing [Re: Tom at HOME]
Big Dave Offline
Junior Member

Registered: 10/01/07
Posts: 27
Loc: Indiana
We do take a security agreement, but we also have a UCC filing authorization which lists all the different paragraphs that would've been checked and filed back when the UCC's were mailed to the secretary of state.
Thanks for your guidance on this topic, it's something that everyone likes to do their own way unless they have the regs in front of them and we're trying to get the entire bank on the same page.

-One more question, who should be filing these UCC's? Typically we're using the loan officer on the loan as the filing agent, but should this be a central person such as a senior lending officer or the bank president, or should this be the officer who approved the loan?

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#888764 - 01/16/08 02:00 PM Re: All Business Assets UCC / Blanket UCC Filing [Re: Big Dave]
Tom at HOME Offline
Diamond Poster

Registered: 10/27/05
Posts: 1139
Where do you find the term "filing agent" on a financing statement? I have never heard of such a term. They have a space for the "NAME & PHONE OF CONTACT AT FILER" but no filing agent. It does not matter who files the financing statement, only that it is authorized by the debtor and meet the requirements of Article 9.
_________________________
asktom@bbcon.com
The illusion of knowledge is more dangerous than known ignorance. -- Tom Bridge

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#889013 - 01/16/08 05:22 PM Re: All Business Assets UCC / Blanket UCC Filing [Re: Tom at HOME]
Mint Julep Offline
Diamond Poster

Registered: 10/19/07
Posts: 1152
Loc: Tennessee
How do you create attachment if you don't use a security agreement?
_________________________
Just another self-proclaimed expert ...

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#889083 - 01/16/08 06:59 PM Re: All Business Assets UCC / Blanket UCC Filing [Re: Mint Julep]
Tom at HOME Offline
Diamond Poster

Registered: 10/27/05
Posts: 1139
I was only disusing the wording in a filed financing statement and not security interests. Obviously, to have a security interest you must have a security agreement authenticated by the debtor, just don't us it to justify your filing.
_________________________
asktom@bbcon.com
The illusion of knowledge is more dangerous than known ignorance. -- Tom Bridge

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#1383687 - 04/29/10 01:22 PM Re: All Business Assets UCC / Blanket UCC Filing [Re: Big Dave]
madukes Offline
Diamond Poster

Registered: 07/17/09
Posts: 1170
Loc: Flyers Country
Originally Posted By: Big Dave
When filing a UCC on all business assets, what should the UCC say? It can either say "All assets of the debtor, now owned or hereinafter acquired, and all products thereof, wherever located." or have all the paragraphs spelling out Inventory, Equipment, Chattel paper and so on.
Which will cover the bank in the event we have to use the UCC in court?
Thanks,
Big Dave


I haven't done one in years but we used to list everything i.e. electronic media, furniture, fixtures...when doing a blanket lien.

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#1383744 - 04/29/10 02:08 PM Re: All Business Assets UCC / Blanket UCC Filing [Re: madukes]
ropingbanker Offline
100 Club

Registered: 05/23/06
Posts: 140
Loc: Out West
We were recently advised by legal counsel to start the UCC filing by, "Blanket UCC on all business assets now owned and hereinafter acquired.", then additional list the collateral description on the security agreement as to what your collateral is.

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