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.
