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Secured Party Has Same Rights as Assignee Under UCC § 9-406

On November 22, 2022, the Court of Appeals issued a decision in Worthy Lending LLC v. New Style Contrs., Inc. , 2022 NY Slip Op. 06631 , holding that a secured party has the same rights as an assignee under UCC § 9-406, explaining:

Section 9-607 (a) (3), entitled “Collection and Enforcement by Secured Party,” provides as follows: If so agreed, and in any event after default, a secured party may enforce the obligations of an account debtor or other person obligated on collateral and exercise the rights of the debtor with respect to the obligation of the account debtor or other person obligated on collateral to make payment or otherwise render performance to the debtor, and with respect to any property that secures the obligations of the account debtor or other person obligated on the collateral. An account debtor who receives a secured creditor’s notice asserting its right to receive payment directly can pay the secured creditor and receive a complete discharge (UCC 9-406 [a]) or, if in doubt, can seek proof from the secured creditor that it possesses a valid assignment and withhold payment in the interim (UCC 9-406 [c]). Here, Worthy is the “secured party,” with the authority to enforce the rights of its debtor (Checkmate) to collect on the obligations of the account debtor (New Style). The lower courts held that subsection 9-607 (e) bars Worthy from using the mechanism provided for in section 9-607, by providing that this section does not determine whether an account debtor, bank, or other person obligated on collateral owes a duty to a secured party. However, the plain language of subsection (e) merely states that UCC 9-607 does not itself determine whether an account debtor owes a duty to a secured party. The agreement between Worthy and Checkmate grants Worthy the right to direct Checkmate’s debtors to pay Worthy directly, and bars Checkmate from interfering with any such direction if given. Subsection (e) of 9-607 does not even imply, much less state, that parties cannot contractually assume duties concerning the right of a secured party to enforce the rights of a debtor as against account debtors. Indeed, section 9-607 (a) (3) expressly provides that “in any event after default,” a secured party may obtain collateral directly from an account debtor, and the secured party and debtor may agree that the secured party may do so by agreement, without regard to default—which they did here. Consistent with the statute’s text, the official comments of the UCC Permanent Editorial Board (PEB)[FN1] issued in 2020 explain that UCC 9-607 “establishes only the baseline rights of the secured party vis-a-vis the debtor” and permits “the secured party to enforce and collect [from an account debtor] after default or earlier if so agreed” (UCC 9-607, Comment 6; see also PEB Commentary No. 21 at 4 n 21). New Style contends that UCC 9-406 allows only assignors—not holders of security interests—to rely on the payment-redirection provisions contained in that section. UCC Section 9-406 (a) states: An account debtor on an account, chattel paper, or a payment intangible may discharge its obligation by paying the assignor until, but not after, the account debtor receives a notification, authenticated by the assignor or the assignee, that the amount due or to become due has been assigned and that payment is to be made to the assignee. After receipt of the notification, the account debtor may discharge its obligation by paying the assignee and may not discharge the obligation by paying the assignor. The definition of “security interest” in the UCC itself does not distinguish between a security interest and an assignment and the definition section contains no separate definition of “assignment,” “assignor” or “assignee.” The commentary makes clear that a security interest is treated as an assignment. As the commentary explains, treating assignments and security interests identically promotes efficient dealings between the parties—they do not have to try to determine whether the interest is an assignment or a security interest by parsing contractual language. New York case law, state and federal, is consistent. The PEB recently amended the official UCC comments to clarify what has long been the case: the term assignment, as used in UCC article 9, refers to both an outright transfer of ownership and a transfer of an interest to secure an obligation. (Internal quotations and citations omitted).

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Ucc article 1, general provisions  .

The Uniform Commercial Code (UCC) is organized into nine substantive articles, each article governing a separate area of the law. UCC Article 1 contains definitions and general provisions. For further information about the UCC please contact the ULC at (312) 450-6600 or [email protected].

UCC Article 2, Sales  

The Uniform Commercial Code (UCC) is organized into nine substantive articles, each article governing a separate area of the law. UCC Article 2 governs the sale of goods. For further information about the UCC please contact the ULC at (312) 450-6600 or [email protected].

UCC Article 2A, Leases  

The Uniform Commercial Code (UCC) is organized into nine substantive articles, each article governing a separate area of the law. UCC Article 2A, added to the Code in 1987, governs leases of personal property. For further information about the UCC please contact the ULC at (312) 450-6600 or [email protected].

UCC Article 3, Negotiable Instruments  

The Uniform Commercial Code (UCC) is organized into nine substantive articles, each article governing a separate area of the law. UCC Article 3 governs negotiable instruments, including checks and notes. For further information about the UCC please contact the ULC at (312) 450-6600 or [email protected].

UCC Article 3, Negotiable Instruments and Article 4, Bank Deposits, Amendments ...  

The Uniform Commercial Code (UCC) is organized into nine substantive articles, each article governing a separate area of the law. These 2002 amendments to UCC Articles 3 and 4 provide rules for updated technology and modern practices used in payment systems. For further information about the UCC please contact the ULC at (312) 450-6600 or [email protected].

UCC Article 4, Bank Deposits and Collections  

The Uniform Commercial Code (UCC) is organized into nine substantive articles, each article governing a separate area of the law. UCC Article 4 governs bank deposits and collections. For further information about the UCC please contact the ULC at (312) 450-6600 or [email protected].

UCC Article 4A, Funds Transfers  

The Uniform Commercial Code (UCC) is organized into nine substantive articles, each article governing a separate area of the law. UCC Article 4A, added to the Code in 1989, governs funds transfers. For further information about the UCC please contact the ULC at (312) 450-6600 or [email protected].

UCC Article 4A, Funds Transfers, Amendments to  

The Uniform Commercial Code (UCC) is organized into nine substantive articles, each article governing a separate area of the law. UCC Article 4A, which governs funds transfers, was amended in 2012 to comply with the federal Electronic Funds Transfer Act. For further information about the UCC please contact the ULC at (312) 450-6600 or [email protected].

UCC Article 5, Letters of Credit  

The Uniform Commercial Code (UCC) is organized into nine substantive articles, each article governing a separate area of the law. UCC Article 5 governs letters of credit. For further information about the UCC please contact the ULC at (312) 450-6600 or [email protected].

UCC Article 6, Bulk Sales  

The Uniform Commercial Code (UCC) is organized into nine substantive articles, each article governing a separate area of the law. UCC Article 6 governs bulk sales, a topic which many states have determined is obsolete. In 1989, the ULC and ALI released two options for UCC Article 6 - revise or repeal. The ULC recommends repeal, and nearly every state has followed that recommendation. For further information about the UCC please contact the ULC at (312) 450-6600 or [email protected].

UCC Article 7, Documents of Title  

The Uniform Commercial Code (UCC) is organized into nine substantive articles, each article governing a separate area of the law. UCC Article 7 governs documents of title, including bills of lading and warehouse receipts. For further information about the UCC please contact the ULC at (312) 450-6600 or [email protected].

UCC Article 8, Investment Securities  

The Uniform Commercial Code (UCC) is organized into nine substantive articles, each article governing a separate area of the law. UCC Article 8 governs investment securities. For further information about the UCC please contact the ULC at (312) 450-6600 or [email protected].

UCC Article 9, Secured Transactions  

The Uniform Commercial Code (UCC) is organized into nine substantive articles, each article governing a separate area of the law. UCC Article 9 governs secured transactions in personal property. For further information about the UCC please contact the ULC at (312) 450-6600 or [email protected].

UCC Article 9, Secured Transactions, Amendments to  

The Uniform Commercial Code (UCC) is organized into nine substantive articles, each article governing a separate area of the law. UCC Article 9 governs secured transactions in personal property. The 2010 amendments provide greater guidance as to the form of a name on listed on a financing statement. For further information about the UCC please contact the ULC at (312) 450-6600 or [email protected].

UCC Article 9, Secured Transactions, Amendments to 9-406 and 9-408  

Amendments to UCC Article 9 Sections 9-406 and 9-408 modify the anti-assignment override provisions, thereby excluding security interests in ownership interests of general partnerships, limited partnerships, and limited liability companies from the override provisions.

UCC, 2022 Amendments to  

The 2022 amendments to the Uniform Commercial Code address emerging technologies, providing updated rules for commercial transactions involving virtual currencies, distributed ledger technologies (including blockchain), artificial intelligence, and other technological developments. The amendments span almost every article of the UCC and add a new Article 12 addressing certain types of digital assets defined as “Controllable Electronic Records” (CERs). The amendments provide new default rules to govern transactions involving these new technologies and clarify the UCC’s applicability to mixed transactions involving both goods and services. The amendments also contain some miscellaneous revisions unrelated to technological developments but providing needed clarification.

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Ucc & corporate due diligence resource guide for legal and financial professionals, 5 types of ucc3 change statements.

ucc assignment definition

It’s an amendment filing to an original UCC1 financing statement that changes or adds information to the originally filed UCC1. It’s a filing tool secured parties use to manage their UCC portfolio to maintain their perfected security interests.

Importantly, • the timing of UCC3 recording execution • the accuracy of the data changes or additions • and choosing the correct amendment type can all be critical to maintaining a perfected security interest and the original UCC1 priority position.

Before discussing what a UCC3 is, its various types and how they are utilized, a quick review of UCC1s is in order. UCC1 financing statements are recorded filings which give notice to other creditors of a security interest in specific collateral used to secure debt. They are typically recorded to perfect the security interests of a secured party to prioritize their claim position in the event of a debtor default. UCC1s are subject to the effects of subsequently filed documents, whether those documents attach to the original filing, like a UCC3, or not, like a Federal tax lien.

Some of these subsequently filed documents can prime a perfected security interest, like Federal tax liens.

Others, like UCC3s if not executed according to statute, can cause a secured party to lose effectiveness of their lien, their UCC1, and all claims on any collateral should there be a default.

It’s that last piece that is vitally important about UCC3s: they can affect previously perfected security interests depending on when and where they are recorded, what they do, and how accurate the new data is.

What are the Different Types of UCC3s?

There are five different types of UCC3s.

  • Continuations – extends the financing statement effectiveness for another five years;
  • Party Amendments – adds or amends debtor or secured party information, such as changes to the legal name or the address
  • Collateral Amendments – adds or removes collateral from the collateral description, or restates the collateral description completely
  • Assignments – transfers “full” or “partial” rights in the filing from one secured party to another
  • Terminations – extinguishes a financing statement prior to its five-year lapse date

Where and how are UCC3s recorded?

UCC3s are recorded in the same jurisdiction as the effective UCC1 it amends. A step by step process on how to execute a UCC3 filing can be found here .

What are some examples of the critical nature of each UCC3 type?

  • Continuations – there is a 6 month window prior to the UCC1 5-year lapse date in which a Continuation must be recorded for it to be effective; Continuations are not effective if recorded after the lapse date and the UCC1 lapses and becomes ineffective
  • Party Amendments – these amendments often coincide with name changes and/or address changes to business entity documents of the parties involved; these name changes and address changes typically require amendments to the original UCC1 identifying these changes within a specific time frame; address changes that involve a change of state have specific UCC3 filing protocols for secured parties to follow within specific time frames
  • Collateral Amendments – partial releases are executed as a DELETE collateral descriptions, a critical aspect of this type of UCC3; a collateral restatement  is a replacement of a prior collateral description, not an addition to that prior description, so a secured party’s security interest in any collateral that is not fully restated in the UCC3 collateral amendment risks becoming unperfected
  • Assignments – sometimes a new UCC1 is required instead of an assignment, depending, and failure to recognize what is required in a situation can result in a secured party’s lien becoming ineffective
  • Terminations – other parties can terminate a UCC1 besides the secured party; also, RA9 requires no signatures to record terminations; a termination can be recorded by the debtor under certain circumstances; monitoring services are available which alert secured parties to when another party files a termination on one of their UCCs; contact the secured party to verify the effectiveness of a recorded termination.

Once a UCC1 is recorded and a security interest is perfected, a secured party’s focus shifts to maintaining that perfected security interest and managing the UCC1 going forward until it either lapses or is terminated.

UCC3s are a tool which secured parties use to manage that process.

Another important conversation about UCC3s are common mistakes that are made regarding them. Use the button below to download our Free Reference Guide: Top 3 Mistakes on UCC3 Change Statement .

Top 3 Mistakes on UCC3 Change Statements

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What Is a UCC-1 Statement?

Understanding ucc-1 statements, types of ucc-1 statements.

  • UCC Filing Effect on Credit Scores

Example of a UCC-1 Statement

What are the benefits after filing a ucc-uniform commercial code-1 (ucc-1) statement, how do you remove a ucc filing, how long does a ucc filing last, what is a continuation statement, the bottom line.

  • Corporate Finance
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UCC-1 Statement: Definition, Types, and Example

ucc assignment definition

Charlene Rhinehart is a CPA , CFE, chair of an Illinois CPA Society committee, and has a degree in accounting and finance from DePaul University.

ucc assignment definition

Dennis Madamba / Investopedia

A UCC-Uniform Commercial Code-1 statement is a legal notice filed by creditors to publicly declare their rights to potentially obtain the personal properties of debtors who default on business loans they extend. Often abbreviated as UCC-1, these notices are typically printed in local newspapers to alert the masses of the creditors’ intentions.

UCC-1s are required for all business loans under the Uniform Commercial Code (UCC) and establish a relative priority over which specific assets may be seized, and in what order, while solidifying the collection pecking order in cases where there are multiple lenders to the same debtor.

Key Takeaways

  • A UCC-Uniform Commercial Code-1 (UCC-1) statement is a legal notice filed by creditors in an effort to publicly declare their right to seize assets of debtors who default on loans.
  • UCC-1 notices are typically printed in local newspapers, in an effort to publicly express a lender’s intent to seize collateralized assets. 
  • These forms are mainly used to smooth out collection processes, often by helping lenders secure court orders authorizing them to seize assets from delinquent borrowers.
  • These forms must be filed with agencies located in the state where the borrower’s business is incorporated.
  • There are two types of UCC-1 statements: blanket liens, and liens attached to specific collateral.

The UCC-1 statement serves as a lien on secured collateral , where the components and filing procedures are comparable to the lien requirements in residential mortgage loan contracts. The UCC-1 statement is a directive of the Uniform Commercial Code (UCC), which governs business deals and activities in the United States.

According to the ninth article of the UCC, titled “Secured Transactions,” a lender must incorporate completed UCC-1 statements in a business loan’s contract for it to be deemed effective. The statements must include detailed information about the borrower, and they must itemize descriptions of all assets named as the secured collateral for the loan. While virtually any type of asset may serve as such collateral, the most commonly used items include real estate properties, motor vehicles, manufacturing equipment, inventory, and investment securities such as stock and bond holdings.

As with any ordinary lien, lenders must perfect the UCC-1 statement by filing it with the appropriate agency in the state where the debtor company is incorporated. In most cases, UCC-1 statements are filed with the secretary of state’s office, which subsequently time-stamps the document and assigns a file number to the associated parties.

In industry jargon, the process of issuing UCC-1 notices is referred to as “perfecting the security interest” in the debtor’s property.

Lenders have the option of filing the following two types of UCC-1 statements:

  • Specific collateral UCC-1 statements . These are most commonly used in real estate or equipment transactions. They give lenders first-order secured rights to real estate properties or specific collateral such as the equipment purchased with the loaned funds.
  • Blanket lien . This gives the lender secured rights to a range of assets, as long as the terms of these liens are detailed in the collateral section of the UCC-1 statement. Lenders tend to prefer blanket or “all-asset” liens.

How a UCC Filing Affects Credit Scores

Like individuals, most businesses have a credit report and score . While a UCC lien will appear on a business’ credit report, it won’t necessarily have an immediate negative impact on the business’ credit score, unless the business should default on the underlying loan.

The loan attached to the UCC filing will also increase a business’ credit utilization ratio , which, if it gets too high, can negatively impact the score. Furthermore, the business won’t be able to use the same piece of property as collateral for a different loan if there is a lien attached to it.

Say a construction company named Alex’s Excavation applies for a business loan to purchase two new hydraulic excavators. Bank XYZ is interested in offering Alex a loan, and as part of the contract, it files a UCC-1. Shortly afterward, Alex’s Excavation loses one of its biggest construction contracts, and then another, and the company is forced to file for bankruptcy .

Because the company had several lenders, it’s likely that Bank XYZ would not be given first-order rights to Alex’s property and would have to wait until all other lenders were paid. However, because the bank filed a specific collateral lien on the two excavators, it received the property/cash mentioned in the UCC-1 statement in a timely fashion.

Filing a UCC-1 statement allows creditors to collateralize or “secure” their loan by utilizing the personal property assets of their customers. In the event of a customer defaulting on their loan or filing for bankruptcy, a UCC-1 elevates the lender’s status to a secured creditor, ensuring that it will be paid.

While rules vary by state, there are essentially two ways to remove a UCC lien:

  • The first is to ask the lender to immediately remove the lien upon full payment of the loan by filing a UCC-3 statement.
  • The other option, if your lender fails to file a UCC-3 after you’ve paid off the loan, is to visit your local secretary of state’s office and swear under oath that you have fulfilled the debt in full and request to have the UCC-1 removed.

A UCC-1 statement is effective for five years. After this five-year period, the lien becomes null and void.

A continuation statement is an amendment attached to a UCC-1 financing statement. Continuation statements extend the lender’s lien on the borrower’s collateral past the original financing statement’s expiration date. When a lender files a continuation statement, the continuation statement extends the UCC-1 financing statement by five years from the date of filing.

UCC filings let creditors notify other creditors about a debtor’s assets that are used as collateral for a secured transaction. UCC liens filed with the appropriate secretary of state’s offices serve as public notice of the creditor’s interest in the assets. To check for UCC filings, visit your secretary of state’s website.

National Association of Secretaries of State. “ UCC Filings .”

ucc assignment definition

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U.C.C. - ARTICLE 9 - SECURED TRANSACTIONS (2010)

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  • Part 1. General Provisions

[Subpart 1. Short Title, Definitions, and General Concepts]

  • § 9-101 . SHORT TITLE.
  • § 9-102 . DEFINITIONS AND INDEX OF DEFINITIONS.
  • § 9-103 . PURCHASE-MONEY SECURITY INTEREST; APPLICATION OF PAYMENTS; BURDEN OF ESTABLISHING.
  • § 9-104 . CONTROL OF DEPOSIT ACCOUNT.
  • § 9-105 . CONTROL OF ELECTRONIC CHATTEL PAPER.
  • § 9-106 . CONTROL OF INVESTMENT PROPERTY.
  • § 9-107 . CONTROL OF LETTER-OF-CREDIT RIGHT.
  • § 9-108 . SUFFICIENCY OF DESCRIPTION.

[Subpart 2. Applicability of Article]

  • § 9-109 . SCOPE.
  • § 9-110 . SECURITY INTERESTS ARISING UNDER ARTICLE 2 OR 2A.
  • Part 2. Effectiveness of Security Agreement; Attachment of Security Interest; Rights of Parties to Security Agreement

[Subpart 1. Effectiveness and Attachment]

  • § 9-201 . GENERAL EFFECTIVENESS OF SECURITY AGREEMENT.
  • § 9-202 . TITLE TO COLLATERAL IMMATERIAL.
  • § 9-203 . ATTACHMENT AND ENFORCEABILITY OF SECURITY INTEREST; PROCEEDS; SUPPORTING OBLIGATIONS; FORMAL REQUISITES.
  • § 9-204 . AFTER-ACQUIRED PROPERTY; FUTURE ADVANCES.
  • § 9-205 . USE OR DISPOSITION OF COLLATERAL PERMISSIBLE.
  • § 9-206 . SECURITY INTEREST ARISING IN PURCHASE OR DELIVERY OF FINANCIAL ASSET.

[Subpart 2. Rights and Duties]

  • § 9-207 . RIGHTS AND DUTIES OF SECURED PARTY HAVING POSSESSION OR CONTROL OF COLLATERAL.
  • § 9-208 . ADDITIONAL DUTIES OF SECURED PARTY HAVING CONTROL OF COLLATERAL.
  • § 9-209 . DUTIES OF SECURED PARTY IF ACCOUNT DEBTOR HAS BEEN NOTIFIED OF ASSIGNMENT.
  • § 9-210 . REQUEST FOR ACCOUNTING; REQUEST REGARDING LIST OF COLLATERAL OR STATEMENT OF ACCOUNT.
  • Part 3. Perfection and Priority

[Subpart 1. Law Governing Perfection and Priority]

  • § 9-301 . LAW GOVERNING PERFECTION AND PRIORITY OF SECURITY INTERESTS.
  • § 9-302 . LAW GOVERNING PERFECTION AND PRIORITY OF AGRICULTURAL LIENS.
  • § 9-303 . LAW GOVERNING PERFECTION AND PRIORITY OF SECURITY INTERESTS IN GOODS COVERED BY A CERTIFICATE OF TITLE.
  • § 9-304 . LAW GOVERNING PERFECTION AND PRIORITY OF SECURITY INTERESTS IN DEPOSIT ACCOUNTS.
  • § 9-305 . LAW GOVERNING PERFECTION AND PRIORITY OF SECURITY INTERESTS IN INVESTMENT PROPERTY.
  • § 9-306 . LAW GOVERNING PERFECTION AND PRIORITY OF SECURITY INTERESTS IN LETTER-OF-CREDIT RIGHTS.
  • § 9-307 . LOCATION OF DEBTOR.
  • § 9-308 . WHEN SECURITY INTEREST OR AGRICULTURAL LIEN IS PERFECTED; CONTINUITY OF PERFECTION.
  • § 9-309 . SECURITY INTEREST PERFECTED UPON ATTACHMENT.
  • § 9-310 . WHEN FILING REQUIRED TO PERFECT SECURITY INTEREST OR AGRICULTURAL LIEN; SECURITY INTERESTS AND AGRICULTURAL LIENS TO WHICH FILING PROVISIONS DO NOT APPLY.
  • § 9-311 . PERFECTION OF SECURITY INTERESTS IN PROPERTY SUBJECT TO CERTAIN STATUTES, REGULATIONS, AND TREATIES.
  • § 9-312 . PERFECTION OF SECURITY INTERESTS IN CHATTEL PAPER, DEPOSIT ACCOUNTS, DOCUMENTS, GOODS COVERED BY DOCUMENTS, INSTRUMENTS, INVESTMENT PROPERTY, LETTER-OF-CREDIT RIGHTS, AND MONEY; PERFECTION BY PERMISSIVE FILING; TEMPORARY PERFECTION WITHOUT FILING OR TRANSFER OF POSSESSION.
  • § 9-313 . WHEN POSSESSION BY OR DELIVERY TO SECURED PARTY PERFECTS SECURITY INTEREST WITHOUT FILING.
  • § 9-314 . PERFECTION BY CONTROL.
  • § 9-315 . SECURED PARTY'S RIGHTS ON DISPOSITION OF COLLATERAL AND IN PROCEEDS.
  • § 9-316 . CONTINUED PERFECTION OF SECURITY INTEREST FOLLOWING CHANGE IN GOVERNING LAW.

[Subpart 3. Priority]

  • § 9-317 . INTERESTS THAT TAKE PRIORITY OVER OR TAKE FREE OF UNPERFECTED SECURITY INTEREST OR AGRICULTURAL LIEN.
  • § 9-318 . NO INTEREST RETAINED IN RIGHT TO PAYMENT THAT IS SOLD; RIGHTS AND TITLE OF SELLER OF ACCOUNT OR CHATTEL PAPER WITH RESPECT TO CREDITORS AND PURCHASERS.
  • § 9-319 . RIGHTS AND TITLE OF CONSIGNEE WITH RESPECT TO CREDITORS AND PURCHASERS.
  • § 9-320 . BUYER OF GOODS.
  • § 9-321 . LICENSEE OF GENERAL INTANGIBLE AND LESSEE OF GOODS IN ORDINARY COURSE OF BUSINESS.
  • § 9-322 . PRIORITIES AMONG CONFLICTING SECURITY INTERESTS IN AND AGRICULTURAL LIENS ON SAME COLLATERAL.
  • § 9-323 . FUTURE ADVANCES.
  • § 9-324 . PRIORITY OF PURCHASE-MONEY SECURITY INTERESTS.
  • § 9-325 . PRIORITY OF SECURITY INTERESTS IN TRANSFERRED COLLATERAL.
  • § 9-326 . PRIORITY OF SECURITY INTERESTS CREATED BY NEW DEBTOR.
  • § 9-327 . PRIORITY OF SECURITY INTERESTS IN DEPOSIT ACCOUNT.
  • § 9-328 . PRIORITY OF SECURITY INTERESTS IN INVESTMENT PROPERTY.
  • § 9-329 . PRIORITY OF SECURITY INTERESTS IN LETTER-OF-CREDIT RIGHT.
  • § 9-330 . PRIORITY OF PURCHASER OF CHATTEL PAPER OR INSTRUMENT.
  • § 9-331 . PRIORITY OF RIGHTS OF PURCHASERS OF INSTRUMENTS, DOCUMENTS, AND SECURITIES UNDER OTHER ARTICLES; PRIORITY OF INTERESTS IN FINANCIAL ASSETS AND SECURITY ENTITLEMENTS UNDER ARTICLE 8.
  • § 9-332 . TRANSFER OF MONEY; TRANSFER OF FUNDS FROM DEPOSIT ACCOUNT.
  • § 9-333 . PRIORITY OF CERTAIN LIENS ARISING BY OPERATION OF LAW.
  • § 9-334 . PRIORITY OF SECURITY INTERESTS IN FIXTURES AND CROPS.
  • § 9-335 . ACCESSIONS.
  • § 9-336 . COMMINGLED GOODS.
  • § 9-337 . PRIORITY OF SECURITY INTERESTS IN GOODS COVERED BY CERTIFICATE OF TITLE.
  • § 9-338 . PRIORITY OF SECURITY INTEREST OR AGRICULTURAL LIEN PERFECTED BY FILED FINANCING STATEMENT PROVIDING CERTAIN INCORRECT INFORMATION.
  • § 9-339 . PRIORITY SUBJECT TO SUBORDINATION.

[Subpart 4. Rights of Bank]

  • § 9-340 . EFFECTIVENESS OF RIGHT OF RECOUPMENT OR SET-OFF AGAINST DEPOSIT ACCOUNT.
  • § 9-341 . BANK'S RIGHTS AND DUTIES WITH RESPECT TO DEPOSIT ACCOUNT.
  • § 9-342 . BANK'S RIGHT TO REFUSE TO ENTER INTO OR DISCLOSE EXISTENCE OF CONTROL AGREEMENT.
  • Part 4. Rights of Third Parties
  • § 9-401 . ALIENABILITY OF DEBTOR'S RIGHTS.
  • § 9-402 . SECURED PARTY NOT OBLIGATED ON CONTRACT OF DEBTOR OR IN TORT.
  • § 9-403 . AGREEMENT NOT TO ASSERT DEFENSES AGAINST ASSIGNEE.
  • § 9-404 . RIGHTS ACQUIRED BY ASSIGNEE; CLAIMS AND DEFENSES AGAINST ASSIGNEE.
  • § 9-405 . MODIFICATION OF ASSIGNED CONTRACT.
  • § 9-406 . DISCHARGE OF ACCOUNT DEBTOR; NOTIFICATION OF ASSIGNMENT; IDENTIFICATION AND PROOF OF ASSIGNMENT; RESTRICTIONS ON ASSIGNMENT OF ACCOUNTS, CHATTEL PAPER, PAYMENT INTANGIBLES, AND PROMISSORY NOTES INEFFECTIVE.
  • § 9-407 . RESTRICTIONS ON CREATION OR ENFORCEMENT OF SECURITY INTEREST IN LEASEHOLD INTEREST OR IN LESSOR'S RESIDUAL INTEREST.
  • § 9-408 . RESTRICTIONS ON ASSIGNMENT OF PROMISSORY NOTES, HEALTH-CARE-INSURANCE RECEIVABLES, AND CERTAIN GENERAL INTANGIBLES INEFFECTIVE.
  • § 9-409 . RESTRICTIONS ON ASSIGNMENT OF LETTER-OF-CREDIT RIGHTS INEFFECTIVE.
  • Part 5. Filing

[Subpart 1. Filing Office; Contents and Effectiveness of Financing Statement]

  • § 9-501 . FILING OFFICE.
  • § 9-502 . CONTENTS OF FINANCING STATEMENT; RECORD OF MORTGAGE AS FINANCING STATEMENT; TIME OF FILING FINANCING STATEMENT.
  • § 9-503 . NAME OF DEBTOR AND SECURED PARTY.
  • § 9-504 . INDICATION OF COLLATERAL.
  • § 9-505 . FILING AND COMPLIANCE WITH OTHER STATUTES AND TREATIES FOR CONSIGNMENTS, LEASES, OTHER BAILMENTS, AND OTHER TRANSACTIONS.
  • § 9-506 . EFFECT OF ERRORS OR OMISSIONS.
  • § 9-507 . EFFECT OF CERTAIN EVENTS ON EFFECTIVENESS OF FINANCING STATEMENT.
  • § 9-508 . EFFECTIVENESS OF FINANCING STATEMENT IF NEW DEBTOR BECOMES BOUND BY SECURITY AGREEMENT.
  • § 9-509 . PERSONS ENTITLED TO FILE A RECORD.
  • § 9-510 . EFFECTIVENESS OF FILED RECORD.
  • § 9-511 . SECURED PARTY OF RECORD.
  • § 9-512 . AMENDMENT OF FINANCING STATEMENT.
  • § 9-513 . TERMINATION STATEMENT.
  • § 9-514 . ASSIGNMENT OF POWERS OF SECURED PARTY OF RECORD.
  • § 9-515 . DURATION AND EFFECTIVENESS OF FINANCING STATEMENT; EFFECT OF LAPSED FINANCING STATEMENT.
  • § 9-516 . WHAT CONSTITUTES FILING; EFFECTIVENESS OF FILING.
  • § 9-517 . EFFECT OF INDEXING ERRORS.
  • § 9-518 . CLAIM CONCERNING INACCURATE OR WRONGFULLY FILED RECORD.

[Subpart 2. Duties and Operation of Filing Office]

  • § 9-519 . NUMBERING, MAINTAINING, AND INDEXING RECORDS; COMMUNICATING INFORMATION PROVIDED IN RECORDS.
  • § 9-520 . ACCEPTANCE AND REFUSAL TO ACCEPT RECORD.
  • § 9-521 . UNIFORM FORM OF WRITTEN FINANCING STATEMENT AND AMENDMENT.
  • § 9-522 . MAINTENANCE AND DESTRUCTION OF RECORDS.
  • § 9-523 . INFORMATION FROM FILING OFFICE; SALE OR LICENSE OF RECORDS.
  • § 9-524 . DELAY BY FILING OFFICE.
  • § 9-525 . FEES.
  • § 9-526 . FILING-OFFICE RULES.
  • § 9-527 . DUTY TO REPORT.
  • Part 6. Default

[Subpart 1. Default and Enforcement of Security Interest]

  • § 9-601 . RIGHTS AFTER DEFAULT; JUDICIAL ENFORCEMENT; CONSIGNOR OR BUYER OF ACCOUNTS, CHATTEL PAPER, PAYMENT INTANGIBLES, OR PROMISSORY NOTES.
  • § 9-602 . WAIVER AND VARIANCE OF RIGHTS AND DUTIES.
  • § 9-603 . AGREEMENT ON STANDARDS CONCERNING RIGHTS AND DUTIES.
  • § 9-604 . PROCEDURE IF SECURITY AGREEMENT COVERS REAL PROPERTY OR FIXTURES.
  • § 9-605 . UNKNOWN DEBTOR OR SECONDARY OBLIGOR.
  • § 9-606 . TIME OF DEFAULT FOR AGRICULTURAL LIEN.
  • § 9-607 . COLLECTION AND ENFORCEMENT BY SECURED PARTY.
  • § 9-608 . APPLICATION OF PROCEEDS OF COLLECTION OR ENFORCEMENT; LIABILITY FOR DEFICIENCY AND RIGHT TO SURPLUS.
  • § 9-609 . SECURED PARTY'S RIGHT TO TAKE POSSESSION AFTER DEFAULT.
  • § 9-610 . DISPOSITION OF COLLATERAL AFTER DEFAULT.
  • § 9-611 . NOTIFICATION BEFORE DISPOSITION OF COLLATERAL.
  • § 9-612 . TIMELINESS OF NOTIFICATION BEFORE DISPOSITION OF COLLATERAL.
  • § 9-613 . CONTENTS AND FORM OF NOTIFICATION BEFORE DISPOSITION OF COLLATERAL: GENERAL.
  • § 9-614 . CONTENTS AND FORM OF NOTIFICATION BEFORE DISPOSITION OF COLLATERAL: CONSUMER-GOODS TRANSACTION.
  • § 9-615 . APPLICATION OF PROCEEDS OF DISPOSITION; LIABILITY FOR DEFICIENCY AND RIGHT TO SURPLUS.
  • § 9-616 . EXPLANATION OF CALCULATION OF SURPLUS OR DEFICIENCY.
  • § 9-617 . RIGHTS OF TRANSFEREE OF COLLATERAL.
  • § 9-618 . RIGHTS AND DUTIES OF CERTAIN SECONDARY OBLIGORS.
  • § 9-619 . TRANSFER OF RECORD OR LEGAL TITLE.
  • § 9-620 . ACCEPTANCE OF COLLATERAL IN FULL OR PARTIAL SATISFACTION OF OBLIGATION; COMPULSORY DISPOSITION OF COLLATERAL.
  • § 9-621 . NOTIFICATION OF PROPOSAL TO ACCEPT COLLATERAL.
  • § 9-622 . EFFECT OF ACCEPTANCE OF COLLATERAL.
  • § 9-623 . RIGHT TO REDEEM COLLATERAL.
  • § 9-624 . WAIVER.

[Subpart 2. Noncompliance with Article]

  • § 9-625 . REMEDIES FOR SECURED PARTY'S FAILURE TO COMPLY WITH ARTICLE.
  • § 9-626 . ACTION IN WHICH DEFICIENCY OR SURPLUS IS IN ISSUE.
  • § 9-627 . DETERMINATION OF WHETHER CONDUCT WAS COMMERCIALLY REASONABLE.
  • § 9-628 . NONLIABILITY AND LIMITATION ON LIABILITY OF SECURED PARTY; LIABILITY OF SECONDARY OBLIGOR.
  • Part 7. Transition
  • § 9-701 . EFFECTIVE DATE.
  • § 9-702 . SAVINGS CLAUSE.
  • § 9-703 . SECURITY INTEREST PERFECTED BEFORE EFFECTIVE DATE.
  • § 9-704 . SECURITY INTEREST UNPERFECTED BEFORE EFFECTIVE DATE.
  • § 9-705 . EFFECTIVENESS OF ACTION TAKEN BEFORE EFFECTIVE DATE.
  • § 9-706 . WHEN INITIAL FINANCING STATEMENT SUFFICES TO CONTINUE EFFECTIVENESS OF FINANCING STATEMENT.
  • § 9-707 . AMENDMENT OF PRE-EFFECTIVE-DATE FINANCING STATEMENT.
  • § 9-708 . PERSONS ENTITLED TO FILE INITIAL FINANCING STATEMENT OR CONTINUATION STATEMENT.
  • § 9-709 . PRIORITY.
  • Part 8. TRANSITION PROVISIONS FOR 2010 AMENDMENTS

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COMMENTS

  1. § 2-210. Delegation of Performance; Assignment of Rights

    Uniform Commercial Code § 2-210. Delegation of Performance; Assignment of Rights. ... An assignment of "the contract" or of "all my rights under the contract" or an assignment in similar general terms is an assignment of rights and unless the language or the circumstances (as in an assignment for security) indicate the contrary, it is a ...

  2. UCC Assignment and Federal USPTO Assignment: One Word, Two Meanings

    Article 9 of the Uniform Commercial Code (UCC) ... by definition, an assignment. Adding to the confusion, IP filers can choose to file using the option of 'Other' and can enter a conveyance type not already provided as a standard selection, which means that almost anything can be included on the 'assignment' records at the USPTO. ...

  3. UCC Assignment Definition

    definition. UCC Assignment. A form "UCC-2" or "UCC-3" statement meeting the requirements of the Uniform Commercial Code of the relevant jurisdiction to reflect an assignment of a secured party 's interest in collateral. UCC Assignment. A financing statement meeting the requirements of the UCC of the relevant jurisdiction to reflect an ...

  4. Assignments and Security Interests Under UCC Article 9: A Worthy

    The basic definitions of Article 9 align with this approach of applying to both an assignment of payment rights and a security interest in such assets. " [S]ecurity interest" in UCC Article 1 ...

  5. Assignment Under UCC

    ASSIGNMENT - UCC §9-206 (1) states that an agreement by a buyer or lessee that he will not assert any claim or defense he may have against the seller or lessor against the seller's/lessor's assignee is enforceable IF the assignee takes assignment for value, in good faith, and without notice of a claim or defense by the buyer/lessee. This ...

  6. Commercial, Sample Agreement

    In the following sample document, the underlying agreement being assigned is a commercial sale of goods contract. Accordingly, the agreement is subject to the Uniform Commercial Code - Sales (UCC) in lieu of ordinary rules on assignment and assumption. The principal governing provision is UCC § 2-210, which broadly reflects the common law.

  7. Article 9: Definition, How It Works, Example, Revisions

    Article 9: An article under the Uniform Commercial Code (UCC) that governs secured transactions. Article 9 encompasses a wide variety of possessory liens and determines the legal right of ...

  8. Uniform Commercial Code

    The Uniform Commercial Code (UCC) is a comprehensive set of laws governing all commercial transactions in the United States. It is not a federal law, but a uniformly adopted state law. Uniformity of law is essential in this area for the interstate transaction of business. Because the UCC has been universally adopted, businesses can enter into contracts with confidence that the terms will be ...

  9. Secured Party Has Same Rights as Assignee Under UCC § 9-406

    The definition of "security interest" in the UCC itself does not distinguish between a security interest and an assignment and the definition section contains no separate definition of "assignment," "assignor" or "assignee." The commentary makes clear that a security interest is treated as an assignment.

  10. UCC 3, Uniform Commercial Code 3 definition

    UCC 3 Assignment. A UCC 3 Assignment is a form used to assign the rights to the collateral mortgage to another party. When only a part of the rights are assigned, a UCC 3 Partial Assignment form is signed. UCC 3 Bankruptcy. A UCC 3 Bankruptcy is a form filed when the borrower files for bankruptcy and is no longer able to make the monthly ...

  11. Keeping Current: Setting the UCC Record Straight on Mortgage Notes

    Uniform Commercial Code Articles 3 and 9 (and related definitions in Article 1) address some of the issues that have come up in these proceedings. The litigants and the courts considering these matters sometimes do not recognize the applicability of the UCC or may have difficulty applying the rules of the UCC. See, e.g., U.S. Bank v.

  12. UCC 9 406: Everything You Need to Know

    The first component of proper notification is that the contents of the notice have to be sufficient. According to UCC 9-404 (a), the notice will have to be authenticated and convey the facts of the assignment. It will also have to identify the assignee. Not only must the notice be authenticated, but it also has to include a demand that all ...

  13. Litigation, Overview

    Organization of the UCC. The articles of the UCC are listed and described below. 1. Article 1 includes general provisions, definitions, and rules applicable to the whole UCC. See the Uniform Commercial Code - General Provisions, and filter this Court Opinions Search for cases generally discussing Article 1 by jurisdiction. 2.

  14. Current Acts

    The Uniform Commercial Code (UCC) is organized into nine substantive articles, each article governing a separate area of the law. UCC Article 9 governs secured transactions in personal property. The 2010 amendments provide greater guidance as to the form of a name on listed on a financing statement.

  15. 5 Types of UCC3 Change Statements

    There are five different types of UCC3s. Continuations - extends the financing statement effectiveness for another five years; Party Amendments - adds or amends debtor or secured party information, such as changes to the legal name or the address. Collateral Amendments - adds or removes collateral from the collateral description, or ...

  16. UCC-1 Statement: Definition, Types, and Example

    UCC-1 Statement: One of the standard mortgage documents listed in the Uniform Commercial Code . The UCC-1 Statement lists and describes any personal property that is provided by the borrower as ...

  17. U.c.c.

    discharge of account debtor; notification of assignment; identification and proof of assignment; restrictions on assignment of accounts, chattel paper, payment intangibles, and promissory notes ineffective. § 9-407. restrictions on creation or enforcement of security interest in leasehold interest or in lessor's residual interest. § 9-408 ...

  18. What Is A UCC Filing?

    A Uniform Commercial Code filing—or UCC filing—is a form of notice that lenders use when securing a borrower's loan with an asset or group of assets. This enables lenders to seize the listed ...

  19. Your questions answered: What is a UCC-3?

    UCC-3 party amendments: A UCC-3 amendment is a type of filing used to change or add critical information about the debtor or the secured party. For example, they can be used to change the name or the address. UCC-3 collateral amendments: This type of filing is used to add collateral, remove collateral, or restate the entire collateral description.