Secured transactions involving personal property are regulated under the Uniform Commercial Code (UCC), a set of standardized laws adopted across the United States. Within Florida, these transactions are subject to the Florida Secured Transactions Act, which is Chapter 679 of the Florida Statutes. A pivotal component of these secured transactions is the UCC-1 Financing Statement. This article aims to offer detailed guidance on why and how to file a UCC-1 Financing Statement in Florida.
Purpose of Filing a UCC-1 Financing Statement
Establishing a Perfected Security Interest
In the state of Florida, as in other jurisdictions, the primary purpose of filing a UCC-1 is to "perfect" a creditor's security interest in an asset. The perfection process legally establishes the creditor's claim to the collateral above that of other creditors or third-party claims.
The UCC-1 also serves as a public notice, informing interested parties, including potential creditors and buyers, of the existence of a secured interest in the collateral.
Eligibility and Preconditions in Florida
A security agreement between the debtor and the secured party must exist prior to filing a UCC-1. This agreement should define the collateral and the obligations that it secures.
The debtor must explicitly authorize the filing of a UCC-1 Financing Statement, generally within the terms of the security agreement itself.
Components of a UCC-1 Financing Statement
- Secured Party’s Information: The name and address of the secured party or creditor.
- Debtor’s Information: The legal name and address of the debtor.
- Collateral Description: A detailed and accurate description of the collateral.
How to File a UCC-1 Financing Statement in Florida
Step 1: Collect Necessary Information
Assemble all required information, including names and addresses of both the debtor and the secured party, as well as a thorough description of the collateral.
Step 2: Complete the Florida UCC-1 Form
Florida provides a standard UCC-1 form that must be filled out accurately and in its entirety. Failure to do so may result in a failure to perfect the security interest.
Step 3: Filing the Form with Florida’s Secretary of State
The UCC-1 form should be submitted to the Florida Department of State, Division of Corporations. The form can be filed online, mailed, or delivered in person.
Step 4: Pay the Filing Fee
A filing fee is required upon submission of the UCC-1 in Florida. At this time, the fee is $25, but you should verify the current rate.
Step 5: Receive Confirmation
After successfully filing, you will receive a confirmation, usually including a file number and date of filing. Retain this confirmation for your records.
Step 6: Periodic Review and Renewal
In Florida, a UCC-1 Financing Statement is generally effective for five years. To maintain the perfected security interest, a continuation statement must be filed within six months before the expiration.
Legal Citations and Compliance
Filing a UCC-1 in Florida must comply with Chapter 679 of the Florida Statutes, which aligns closely with Article 9 of the UCC.
Filing a UCC-1 Financing Statement in Florida is crucial for establishing a secured creditor's legal protection against third-party claims on collateral. While the process may seem straightforward, attention to detail is key, given that even minor errors can result in a failure to establish a perfected security interest. Always consult legal professionals knowledgeable in Florida's secured transaction laws for advice tailored to your specific situation.
About the Author:
Chase Carpenter is a partner in the Business Division of Law Offices of Moffa, Sutton, & Donnini, P.A.. His practice revolves around business transactions and business litigation. Mr. Carpenter handles a wide range of cases including contract drafting, partnership disputes, commercial leases, and construction litigation. These cases encompass diverse industries, including healthcare, technology, real estate investment, and government contracting.
About the Firm:
The Law Offices of Moffa, Sutton, & Donnini, P.A., also known as MSD Business, is a local business law firm in Tampa, FL, serving clients throughout Fort Lauderdale and statewide. Our firm has a long history of helping clients navigate all types of complex legal matters, including local and state tax issues. In our business law practice, we assist clients with everything from mergers and acquisitions to contract disputes, business litigation, general counsel, and more.