Author: Chris White

In the ever-evolving commercial real estate landscape, staying up-to-date with regulatory changes is paramount. On July 1, 2023, significant revisions to the Uniform Commercial Code (UCC) forms came into effect, impacting businesses, financial institutions and legal professionals across the United States. These changes were made by the International Association of Commercial Administrators (IACA) at their 2022 annual conference, signaling the need for updating the forms to reflect practical use, implementing technological advancements and enhancing clarity regarding instructions. The forms were last updated in 2011. In this article, our Calloway Title team will delve into key changes to the UCC forms and what to expect going forward.

While some states have indicated their intention to continue accepting the old and newly revised forms, Georgia has not. Following a grace period ending on July 31, 2023, the Georgia Superior Court Clerks Cooperative Authority no longer accepts the 2011 forms. The revised 2023 forms must be used on all Georgia transactions for the foreseeable future. Find the forms at GSCCCA.ORG.

The Transition from Legacy Paper Features

According to this blog, “The official versions of the 2011 forms still included some paper-based features, such as multiple pages intended to be separated with carbon paper to produce duplicates.” In today’s digital age, carbon paper versions are no longer used, and duplication is easy. The new forms reflect this by eliminating certain legacy paper features and the need for duplicate pages.

Enhanced Clarity on the Instruction Page

Another noteworthy change is the relocation of the instruction page, which provides users with guidance on filling out the form fields. After noticing that many filers were overlooking or unaware of the instructions page, the IACA moved it to the front.

There were also changes to the content of the instruction page. As stated by CSC Global, “These include a statement that the filer should not submit any nonpublic, personal information. Other changes clarify [that] 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.”

Shift from “Filer” to “Submitter”

In the 2011 version of the forms, there are fields at the top, including entries for “Name and Phone of Contact at Filer,” “Email Contact at Filer,” and “Send Acknowledgement To.” These fields are intended for use by the filing office. However, interested parties have repeatedly contacted the person listed in these fields for additional information instead of contacting the secured party.

As a result, the new forms now specify “submitter” rather than “filer,” offering greater clarity regarding the roles of the individuals and companies listed in those sections. Section C of the new forms also states, “SEE BELOW FOR SECURED PARTY CONTACT INFORMATION.” 

Simplification through Article Revisions

The IACA made revisions to almost every article of the UCC. Wolters Kluwer says, “Most significantly, the 2022 amendments add a new Article 12, which governs transactions in a subset of digital assets called ‘controllable electronic records’ and they revised Article 9 by clarifying how a secured party perfects a security interest in digital assets and ensures that its security interest has priority.”The following covers a few more changes.

Streamlining UCC3 Forms

Among other revisions, two checkboxes on the UCC3 form were found to be redundant and were removed. The “Party Information Change” and the “COLLATERAL CHANGE” checkboxes in Item 8 of the form no longer serve essential roles in the filing process.

UCC11 Form Simplification

With the increasing availability of online UCC search capabilities, the need for UCC11 forms has diminished. However, because it’s still used in some jurisdictions, the IACA decided to simplify the form. All of Item 2 was condensed into one section, adding a checkbox to indicate whether the search is non-certified, and the “unlapsed” and “all” records options were reorganized to better align with common searches. Additional checkboxes were added for receiving copies and including other types of liens in the same index, if applicable.

A Warning to All Involved Parties

No real estate transaction, residential or commercial, comes without risk and the threat of fraud. In 2023, there have been several developments in UCC law that all parties should keep on their radar. This article warns, “The filing of UCC financing statements that falsely claim to have a lien on a person or entity’s property is a serious problem for most states. States have taken various approaches to deal with this problem, including a process whereby a victim of a fraudulent UCC filing can petition the state to remove the filing from its registry and make it a crime to knowingly file a false UCC document.” 

If you have questions about the 2023 UCC forms or want to work with Calloway Title, visit titlelaw.com or call us at 888-537-9520 today.

Georgia is a top prospect for commercial real estate investors and developers. Why? For starters, the state has a large and growing population. Additionally, it has a reputation for being a great place to do business, named the best US state for business from 2013 to 2022. The state’s culture, arts and community landscapes are becoming more robust and conducive to business as a result of major developments like Tyler Perry’s 37-acre expansion of Tyler Perry Studios in Atlanta, which Calloway Title & Escrow helped close, and preparations for events such as the 2026 FIFA World Cup.

In addition, Georgia offers business owners reasonable tax rates, business support programs, a strong university-to-workforce pipeline, easy access to national and global markets, a workable time zone for operation, as well as many success stories. According to this article, “More than 1 million businesses sustain the state’s entrepreneurial scene, providing employment to over 40% of Georgia’s workforce. That’s in addition to more than 50 Fortune 500 and Fortune 1000 companies and the state’s long list of successful startups, such as BitPay, Calendly, One Trust, and Lending Point.”

This article from Offices.net states the following:

Top industries in Georgia include:

• Agriculture, which is boosted by the adoption of advanced technologies that have helped create a strong agribusiness sector.

• Aerospace manufacturing, since Georgia is a leading exporter.

• Logistics, thanks to a solid infrastructure and a central location that allow the efficient movement of goods, either via the state’s extensive road network, the port of Savannah, or Hartsfield-Jackson airport.

• Technology, being especially strong in cybersecurity, fintech, and Internet of Things technologies.

• Media and entertainment, as Georgia ranks high for entrepreneurs in film, digital media and gaming industry.

• Health and life sciences, supported by excellent research facilities and strong ties between leading educational institutions and industry actors.

Changes to the Office Sector

Being on lockdown for nearly two years changed how we live, play and work for good. Following the pandemic, the office sector has called for more creative thinking in order to get businesses and their employees out of their homes and back into the office. Today’s investors have considered everything from indoor air quality to walkability, hotel-like amenities and more. 

The next generation of professionals is shaping the future of the industry and landscape of office buildings in Georgia, and they favor authenticity above all. Millennials and Gen-Z employees want to see spaces with open floor plans and natural light that encourage collaboration. They also place importance on the location of the office building itself, wanting to be in close proximity to public transit, nearby conveniences and places that have a local flavor and uniqueness rather than retail chains. 

Overall, it appears that introducing more comforts and incentives to make office spaces “better” than working from home will be the key to winning businesses and their employees over. We also expect to see a gradual shift away from traditional office buildings to more community-integrated offices and mixed-use spaces. 

Multi-Family Opportunities in Atlanta

With a strong economy, relatively low cost of living and low unemployment rates, Atlanta continues attracting new residents, named the most sought-after city by US renters. This article from The M Report said, “In April, apartment hunters in Atlanta added twice as many listings to their favorites lists compared to this time last year. Moreover, rental listings in Atlanta attracted some of the highest traffic and high rates of saved searches from renters looking on RentCafe.com for a place to live.” It is clear that there is demand for more multi-family developments and steady rent growth in Atlanta, which means greater earning potential and return on investment for investors. 

Calloway Title has helped close the deal on many multi-family projects in Atlanta, around Georgia and in other states. Some of those projects include Twelve Centennial Park, a condominium building that is the 16th tallest building in Atlanta, Serenbe, an urban neighborhood with a communal backyard, The Tide, luxury condominiums in Charleston, SC and more. See our portfolio here.

Build-to-Rent 

For investors and developers with experience in the multi-family sector, build-to-rent communities may be your next big opportunity. Homeownership remains a vital part of the American dream for many individuals and families, but it’s not attainable for everyone – especially in this difficult market. Would-be buyers are facing low inventory, and many don’t have the means to save for large down payments. Build-to-rent allows tenants to enjoy the private space and amenities that come with homeownership. “Build-to-rent homes typically are new, resemble their for-sale counterparts, and offer a taste of homeownership without steep purchase prices, maintenance costs, real estate and school taxes, or homeowners association fees,” according to this article. “Because the rents are comparable to traditional apartment leases of similar size and quality, they typically lease quickly—meaning they’re helping to fill the country’s huge housing shortage.”

Calloway Title and Escrow is here to help you take advantage of every opportunity in Georgia and beyond. Contact our team at www.titlelaw.com to get started on your next commercial deal. We look forward to being a part of your success story!

Calloway Title and Escrow is highly active in the real estate industry. Our team members hold leadership positions in many groups and organizations, including the Real Property Law Section of the Georgia State Bar. Each year, members of the Calloway Title team attend the Real Property Law Institute’s annual three-day conference, which covers topics ranging from business entities and title to property to industry updates, professionalism and more.

Kyle Levstek, a managing partner at Calloway Title, joined David Weissmann, Mike Noles and Leonard Gray Jr. on a panel during a section of the event labeled, An Attorney, An Underwriter and a Surveyor Walk into a Closing: The Pain Points of a Commercial Closing. During the section, Kyle spoke about the relationship between title and survey, pointing out that the two go together like peas and carrots. 

Title vs. Survey: What’s the difference? 

Title (record room work) is only the legal depiction of a property, while the survey is the actual depiction of a property. The title agent knows the property from documents and maps. The surveyor knows the property from spending time there. There is more than one type of survey. However, the ALTA survey’s high standards make it the most frequently used for commercial real estate transactions.

Role of the Surveyor 

The surveyor goes to the site of a property to take measurements, study the area and make interpretations and judgements. Their job is to map out where the physical boundaries lie using a variety of angle-measuring devices, distance-measuring devices and GPS. They account for all landmarks and search for any evidence on the land that may help determine the most effective and accurate location to run a survey line. They also use the title search in their research of the property and sellers.

Once a survey is complete, the surveyor will present their detailed opinion to all affected parties to solidify an agreed-upon property line. At this point, attorneys will engage in the process to ensure the agreed-upon line is in writing and properly recorded.

The Survey’s Effect on a Property’s Title

Real estate purchases – especially commercial ones, are a huge investment, so it’s important to minimize risk wherever you can. During a survey, surveyors act as the eyes of the title company – and of all other parties involved in a real estate transaction. Their research and opinions provide important information needed for the closing and ensure that buyers are getting exactly what they pay for. They also help buyers avoid costly boundary disputes, construction setbacks, easements and other land title problems. 

Surveys, however, need to be up-to-date. As stated by Chastain & Associates, P.C., “Without a current survey done for the buyer, there will be an exclusion in the policy such that the policy will not cover situations that would have been revealed by a current survey. So, encroachments over the property line, adverse possession by adjacent owners, errors in acreage calculations in older surveys, undocumented driveways over the property, etc. will not be covered under the title insurance policy.” Hence the importance of working with a good surveyor.

Working Toward a Common Goal

A good surveyor is worth his weight in gold; a bad one can steal value from a deal—just like a title person. When the surveyor and title agent work hand in hand, collectively trying to add value to the transaction, the client can walk away with a title insurance policy of immense value. 

At Calloway Title and Escrow, we understand and value the relationship between title and survey. We hold ourselves and our surveyors to the highest standard so that our clients and their commercial properties are protected to the full extent. Our attention to detail and commitment to excellence is why the nation’s top developers trust our team with their most complex deals. Visit www.titlelaw.com to work with our team.

To say that 2022 was an unpredictable year would be an understatement. We continued to see the effects of the Covid-19 pandemic which flipped many industries on their heads, and the commercial real estate (CRE) industry was no exception. Remote and hybrid work changed the office space sector, and the cost of new developments shot way up, but it wasn’t all bad. Despite inflation, the commercial industry experienced growth which can be heavily attributed to CRE’s ability to appreciate over time and hedge against inflation. This article from MPA Magazine states, “Commercial bank revenue is estimated to grow 5.8% annually through 2026. Commercial bank assets are expected to increase 5% annually due to projected increases in loans and leases and inflation pushing up asset values.”

We’ve taken the good with the bad in 2022. Now we’re ready to look ahead. There will be opportunities for commercial real estate investors in 2023, and Calloway Title wants to help you prepare for success. We’re covering a few of the top CRE trends to look out for in the new year.  

Return to Work 

During the pandemic, millions of people started working from home, causing the demand for office space to go way down. Now people are returning to the office but with different expectations. In 2023, CRE firms will have to work hard to meet those expectations. Hesitance about returning to work is no longer based on fears of the pandemic but rather a cultural change. This Forbes article states, “Many employees who acclimated to a work-from-home lifestyle and experienced its benefits are resisting in-person mandates.” Hybrid work has become the standard for 70% of workers. To get employees excited about returning to the office, businesses and developers need to reimagine the office space, striking a balance between what’s worked in the office and what makes working from home desirable. In 2023, CRE developers will introduce more amenities into the office. Many will follow or take notes from the business model of hotels, creating a home away from home to entice employees. 

More Collaboration

The unpredictability of the pandemic taught us that working together may be vital to the success of our industry. This article from the Commercial Observer says, “There’s a need for collaboration, cross-selling and sharing of best practices to create the best communities for tenants and to grow the real estate industry as a whole.” More professionals are beginning to view each other as peers rather than competitors.

Of course, our team at Calloway Title is always happy to collaborate, help close your most complex CRE deals and share our unique expertise in commercial title insurance. 

Upgrades and Flips 

Construction costs are high, but development will still advance in the new year. However, upgrades and flips to existing properties will be an even bigger CRE trend, especially for hotel investors. “Around 80% of hotel investors said they’re targeting value-add investment opportunities in the sector,” according to this article from JLL. These deals are less expensive and a lot faster than new development deals. When upgrading a CRE property, the most important thing to consider is how to meet evolving guest trends and whether it is sustainable for the building.

We also expect to see CRE spaces being repurposed between different sectors. “We’ll be talking more about adaptive reuse – for example, the conversion of office to life sciences, residential and hospitality,” according to this article from the Commercial Observer.

There are positive investments to be found in 2023, especially in industrial, multifamily and data centers and student housing. The retail and residential sectors are also expected to continue their comeback. The Calloway Title team is here to help you open doors on every opportunity in 2023, and we hope this information can help you  plan ahead. Let’s talk about how our team can help get your impactful projects across the finish line in the new year! Visit titlelaw.com, or call us at 888-537-9520.