Monday, March 27, 2006

Filing A UCC For A Maryland Company: Where To File?

When a lender (also termed a creditor) loans money to a borrower (also termed a debtor) and the borrower secures the loan with collateral (eg. a car), the transaction is said to be a "secured transaction" because if the borrower defaults on the loan, the lender is entitled to take control of the asset. To notify other creditors that this particular asset has a lien on it, the creditor files a UCC financing statement.

The question is, though, where exactly does one file this statement? Generally, one files in the location of the debtor. So, if the debtor lives in Maryland, one files in Maryland. But what if the debtor is an organization which has offices both in and outside of Maryland? The answer seems to depend on whether the or not the organization is a considered a "registered organization" as defined in 9-102(a)(71). A "registered organization" is one which files a public record with the state and includes businesses such as corporations, LLPs, LLCs, but NOT general partnerships. For a debtor which qualifies as a "registered organization," the proper filing location is the state in which is is incorporated (9-307(e)). In Maryland, this would mean filing with the SDAT. If the organization is not defined as a "registered organization" then the UCC filing location is wherever the entity has its "chief executive office" (9-307(b)(3)).


Anonymous ecl said...

Mr. Rosen-
Wonderfully enlightening. Thank you so much for clarifying this incredibly obscure and ambiguous while unquestionably relevant issue.

5:56 PM  

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