HOW TO CHECK TO SEE IF YOUR BUSINESS HAS A LIEN ON IT?
What is a UCC-1 Filing? How Do UCC Liens Work?
UCC-1 Financing Statements, commonly referred to as simply UCC-1 filings, are used by lenders to announce their rights to collateral or liens on secured loans.
They’re usually filed by lenders with the debtor’s state’s secretary of state office when a loan is first originated. If the collateral is tangible property, such as equipment, the lender may also file the UCC lien with the county recorder’s office in the county where the property is located.
You’ll quickly find that UCC-1 filings are fairly common in the world of small-business lending and are nothing to cause alarm.
UCC-1 filings explained
If you’re approved for a small-business loan, a lender might file a UCC financing statement, also known as a UCC-1 filing. This is just a legal form that allows the lender to announce a lien on a secured loan. That means the lender is free to seize, foreclose upon or even sell the underlying collateral if you fail to repay your loan.
What does UCC stand for?
UCC stands for Uniform Commercial Code, a set of rules that help govern U.S. business laws on commercial transactions. Technically, the UCC isn’t a set of laws itself, but more of a model that individual states follow.
Currently, all 50 states, the District of Columbia, Puerto Rico and the U.S. Virgin Islands have implemented some version of the UCC rules, but these rules don’t vary much from state to state.
We highly recommend you research if your lender regularly files UCC-1 filings and requires collateral before applying for a small business loan. Even if you’re completely confident that you’d be able to repay the loan, we still recommend caution here — UCC-1 filings can impact your business, as we describe in detail below.
The information on a UCC-1 filing can include:
- The creditor’s name and address.
- The debtor’s name and address.
- A description of the collateral.
When is a UCC-1 filed?
UCC-1 filings typically happen when a loan is first originated. If the borrower has loans from more than one lender, the first lender to file the UCC-1 is first in line for the borrower’s assets. This motivates lenders to file a UCC-1 as soon as a loan is made.
The first UCC-1 filer holds a first-position lien, the second filer has a second-position lien and so forth. Usually, the first-position lien must be completely satisfied before the second-position lien holder can receive any remaining collateral. In some cases, multiple lenders might work out an arrangement that leaves more collateral for junior lienholders. However, lenders typically won’t allow a borrower to reuse the same collateral for multiple loans.
We stress that we don’t recommend stacking your debt and borrowing from multiple lenders at the same time unless your business absolutely needs it. Most lenders will require UCC-1 filings and collateral to secure their loans, and you don’t want to spread your assets across multiple lenders. In the event you can’t repay your loans, lenders could seize a significant portion of your personal and business assets.
Two types of UCC-1 filings
UCC liens against specific collateral: This type of lien gives creditors an interest in one or more specific, identified assets rather than an interest in all the assets owned by a business. These are most often used for inventory financing or equipment financing transactions.
UCC blanket liens: This type of lien gives a creditor a security interest in all of the borrower’s assets. It’s commonly used for loans from banks and alternative lenders, as well as loans guaranteed by the Small Business Administration (SBA). Lenders prefer blanket liens because they’re secured by multiple assets and are, therefore, less risky. In some cases, a blanket lien might carve out some assets that will be exempt from the lien. This might occur if the remaining assets are more than sufficient to reimburse the lender, should a default occur.
How does a UCC lien affect businesses?
UCC liens typically have a five-year term, after which the lender must renew the lien if your loan is still active. There are three ways in which a UCC lien can affect your business:
Prevents additional borrowing: Most small businesses have limited assets to offer as collateral. Lenders know this and usually won’t offer additional financing to companies with an existing blanket lien until the lien is removed. They don’t want to be fighting for scarce assets with other lenders in case you default.
Borrowers facing this problem can try to get a carve-out on the blanket lien and free up some of their secured assets to use as collateral for additional loans, but doing so successfully is pretty rare.
One alternative is to refinance with another lender by paying off the first lender, terminating the original lien and getting a larger secured loan from the second lender. However, there aren’t many lenders willing to finance unsecured loans. Another last resort is to find another lender to take a second-position lien — but again, we don’t recommend debt stacking.
Having an active UCC-1 filing can make things difficult if you’re looking to take out subsequent loans. One thing to keep in mind is that lenders don’t actively terminate UCC-1 liens as soon as those loans are repaid, so it’s your responsibility as the borrower to make sure they do. Luckily, this process is simple, and all you have to do is request your lender file a UCC-3 termination statement with your last loan payment. This will remove the UCC-1 lien and free you up for other loans.
Impacts business credit report: Your credit report will show all UCC liens for the past five years, including status, collections and disputed amounts.
The existence of a UCC lien won’t hurt your credit score unless you’ve defaulted on a loan or it’s gone to collection. The loan secured by a UCC lien increases your credit utilization ratio, which could hurt your credit score if the ratio increases too much. However, as long as you’re careful about the size of your loan and responsible with payments, the lien itself shouldn’t affect your score.
Risking pledged assets: A UCC lien puts your business’ assets at risk if you default on your loan. A UCC blanket lien allows the lender to sue for all company assets.
UCC-1 filings typically use moveable assets as collateral, which can include vehicles, office equipment and fixtures, investment securities, inventory, receivables, letters of credit and other tangible items of value.
For example, if you take out a loan to buy new machinery, the lender might file a UCC-1 lien and claim that new machinery as collateral on the loan. You would, of course, work with your lender to designate what the collateral will be before you sign any documentation committing to the loan. If you sign a secured loan, all of the designated collateral is now the property of the lender until your loan is fully repaid. Your lender can seize that collateral if you fail to repay your loan.
When a lender files a UCC-1 with the appropriate secretary of state — meaning the secretary of state for your residential state, or the state where your company is incorporated or organized — the lender is said to “perfect its security interest.” Legally, this means the lender can enforce the lien in a state court with minimum fuss.
In cases where the collateral is tied to a specific physical property rather than financial assets, the UCC-1 is filed in the county where the physical property is located. The UCC-1 lien becomes a public record, allowing potential creditors to see whether a given property is already pledged against an existing lien.
How to check for or remove UCC liens
Do your due diligence and check for any UCC liens before applying for a loan or contemplating a sale of your business. You can do this by going to https://bizfileonline.sos.ca.gov/search/ucc
Having a UCC-1 filing or lien tied to your name or business isn’t necessarily a bad thing. It’s simply a public record stating that a lender has the rights to certain assets until that loan is repaid. That record will also show if the loan has been repaid or not. However, we’ve shown above that an active UCC-1 lien can make it difficult to qualify for other loans, even if you’ve already repaid your debt.
Removing a UCC-1 filing
There are a few ways you could remove your UCC-1 filing:
Pay off your loan: This is the surest way to have the UCC-1 filing removed. Depending on the state, the financing statement can remain in your state’s searchable index for one year after the loan is repaid. In that case, the statement would reflect that the loan is repaid.
Request a UCC-3 Financial Statement Amendment (Termination): You should request the lender to file a UCC-3 termination, since lenders typically don’t file these unless requested. You should always get confirmation from the lender that the UCC-3 was filed. This termination statement can remove the UCC lien if processed.
We recommend you request your lender submit a UCC-3 with your final loan payment. Since UCC-1 filings automatically lapse after five years, lenders usually won’t bother filing UCC-3s to actively terminate a UCC-1 lien.
UCC filing FAQs
What is the purpose of a UCC financing statement?
A UCC-1 filing is a legal form that a creditor files to secure its interest in a borrower’s property or assets used as collateral for a loan. The filing serves as a public notice that the creditor has the right to take possession of the assets as repayment on the underlying debt.
How are UCC filings performed?
After originating a loan, the lender files the UCC-1 with the Secretary of State’s office in the state where the borrower lives or where the business is incorporated or organized.
How long is a UCC good for?
UCC liens have a five-year term. However, the lender can renew the UCC lien if the loan is still outstanding at the end of that five-year period.
How do I know if I have a UCC filing?
You can check for UCC filings via your Secretary of State’s website. https://bizfileonline.sos.ca.gov/search/ucc