At its 2022 annual conference, the International Association of Commercial Administrators (IACA), the professional organization for Uniform Commercial Code (UCC) filing officers, approved new versions of UCC forms for use by states beginning on July 1, 2023. IACA determined that it was time to revise the forms to better reflect practical use, account for advances in technology, and clarify the instructions. This article explains the changes to the forms and what to expect after July 1, 2023.
To help you navigate this changing landscape we’ve outlined a summary of the UCC form changes for reference. More information on state-by-state form rules can be found here.
CSC clients can access the revised UCC forms here.
Background
The UCC forms were last revised as part of the 2010 Amendments to UCC Article 9. Those forms carried a version date of 4.20.2011. The official versions of the 2011 forms still included some paper-based features, such as multiple pages that were intended to be separated with carbon paper to produce duplicates. Likewise, the instructions were on the back page of each form, as was formerly the case with two-sided printing of paper forms.
The new forms dated 7.1.2023 eliminate some of the legacy paper features, such as duplicate pages. Carbon paper versions of the forms are no longer in use, so printing a duplicate is easy. It must also be noted that the new forms were designed as alternatives to the 2011 forms, not as replacements. The intent was that filing offices would accept both the 2023 and the 2011 forms. As more fully explained below, not all filing offices followed that intent.
Changes to instructions
Most of the changes to the forms involved the instructions. The instructions are not part of the forms themselves but help guide users on how to correctly complete the form fields. In previous versions, the instructions were included as the second page of the form. As a result, few filers ever read the instructions. The new forms moved the instruction page to the front, before the form page. Now, filers will hopefully at least see there’s an instruction page.
There were also changes to the content of the instruction page—specifically, clarifications to various instructions. These include a more prominent statement that the filer should not submit any non-public personal information, such as a social security number. Other changes clarify the instructions apply only to records submitted using the form, not those submitted electronically, that no handwritten forms will be accepted, and how to complete each form field.
Changes to items A, B and C, filer information, return acknowledgement to
All the 2011 forms have fields at the top for use by the filing office. These include “Name and Phone of Contact at Filer,” “Email Contact at Filer,” and “Send Acknowledgement To.” While these fields were intended exclusively for use by the filing office, interested parties often mistakenly contact the person listed in these fields for more information instead of the secured party. To address this issue, the new forms specify submitter rather than filer, which should help clarify the role of the person and company listed in those sections. Section C also now includes the statement “SEE BELOW FOR SECURED PARTY CONTACT INFORMATION” to clarify that the secured party information is elsewhere.
Changes to the UCC3 Amendment form checkboxes
Two of the checkboxes on the UCC3 form are, in practice, redundant and no longer serve a necessary role in the filing process. The first is the checkbox for “Party Information Change” in Item 5 of the UCC3. The former process for completing the form was to check that box, and in addition, check the box to indicate whether the change affected the debtor or secured party, then check a box to indicate whether the amendment was an add, change, or delete. In practice, all the information needed by a filing office or interested party is which party the amendment affected and the type of amendment. A check in the change, add, or delete box was itself a “Party Information Change.” Consequently, the checkbox for “Party Information Change” served no purpose and IACA decided to eliminate it from the form.
The same reasoning applied to the “COLLATERAL CHANGE” checkbox in Item 8 of the form. A check in any of the boxes in Item 8 indicates a collateral change, with the exception of the “ASSIGN collateral” box, which is used only to indicate the collateral affected as part of a partial assignment. Because the “COLLATERAL CHANGE” checkbox served no real purpose, IACA also decided to eliminate it from the new forms.
As noted, the “ASSIGN collateral” box, isn’t a collateral change. It’s always used along with the “ASSIGNMENT” checkbox in Item 3 to indicate that any amendments filed by the assignee secured party will only impact the described collateral. The new UCC3 form includes a statement to that effect as a clarification in Item 8.
Changes to the UCC11 Information Request form
With the growing availability of online UCC search capabilities by filing offices, including certified searches, fewer searches are requested using the UCC11 form. Despite the waning need for the UCC11, it’s still commonly used in some jurisdictions. As a result, IACA decided to update the form to simplify it and clarify how it’s used.
The new UCC11 form condensed all of Item 2 into one section. Within Item 2, the new form includes a checkbox to indicate the search is non-certified and the “unlapsed” and “all” records options were rearranged to reflect how they’re used for the most common types of searches. Other changes to Item 2 include checkboxes to indicate whether or not the requester wants to receive copies and whether to include other types of liens that are included in the same index, if applicable.
State adoption of the 2023 UCC forms
As noted previously, the intent of the IACA form redesign project was that filing offices would accept both the new 2023 forms and the 2011 forms. Unfortunately, this is not the case. A few states have indicated they’ll accept only the new 2023 forms after a grace period during which they’ll accept both the old and new versions. The Georgia Superior Court Clerks Cooperative Authority, for example, adopted a rule whereby they will no longer accept the 2011 forms after August 1, 2023. More information on state-by-state form rules can be found here.
Summary
The new 2023 forms retain the general form and format of prior versions going back to 1998. Most changes are cosmetic or clarifications. However, it’s a good idea to become familiar with the new forms and which states will require their use.
To help you navigate this changing landscape we’ve outlined a summary of the UCC form changes for reference. More information on state-by-state form rules can be found here.
CSC clients can access the revised UCC forms here.
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Paul Hodnefield is associate general counsel for CSC and is a frequent speaker and writer on UCC due diligence issues. Please feel free to contact him with questions or comments at paul.hodnefield@cscglobal.com.