New York State remains the only state still using UCC forms dated 2001. While it may appear to be embarrassing as the “financial center of the world”, there are actually some benefits of these old forms over the new forms being used by every other state.
The revision of Article 9 of the Uniform Commercial Code in 2001 rewrote all of the law that had been in place for nearly 40 years as to how to search and file UCC liens against personal property.
Under the former law, you filed the financing statement in the jurisdiction where the debtor had collateral. For a national company, that required that the secured party had to file in all fifty states and in several states it required county filings as well.
The revision simplified the process. It required that you only had to file against a state created entity like a corporation or LLC in the state of formation. With rare exceptions, that meant just one filing.
To further promote this new requirement and concept, the 2001 UCC1 Financing Statement created new fields labeled 1e, 1f and 1g to input the following – type of organization, state of organization and organizational ID if any. More importantly, if any of this information was not provided, it was a statutory reason for the filing office to reject the filing.
The benefit of this information, particularly the state information set forth in 1f, is that it directed the filer as to where the drafter of the document wanted the financing statement to be filed.
When amendments were being drafted for enactment in 2013, the drafters had determined that this information was no longer necessary and in fact some states no longer required it. Accordingly, the draft edited out those reasons for rejection and the new 2011 UCC forms eliminated fields 1e, 1f and 1g.
While not all states enacted the amendments on the proposed date of July, 2013, all of them did eventually finalize their versions including New York State which enacted in December, 2014.
For reasons which I have never discovered, the legislature of New York did make some unusual deletions and edits to the draft including maintaining a reason for rejection if the state of formation as well as type of entity and organizational ID number were not present on the financing statement. So in New York, that information must still be provided. And that is why New York remains the only state still using 2001 forms.
It should be noted that as embarrassing as this may be, for those in the public records industry this is not all that terrible. By eliminating those fields, in all other states, there must be some other notice to a filer as to where the financing statement is to be filed. This was the case prior to 2001 when so many filings were required. So the drafter of the financing statement must provide an independent means such as email or FAX to state where the filing should be made or find another place on the form for that information. Otherwise if the filing was made in the wrong state, there would be no proof that the filer did file in the state directed by the drafter.
For the past two years the legislation efforts to edit the statute failed to make its way to adoption in New York. So until at least 2017, New York will remain the only state with the old forms. Bottom line – not such a terrible thing.
