Tennessee Completion and Execution Instructions for CT Corporation System UCC Forms With Whom Filed Filings related to real property/fixtures: Register of Deeds All other filings: Secretary of State Form Types and Versions Through 6/28/2011 National UCC Financing Statement (UCC-1) Rev. 7/29/98, 5/22/02 National UCC Financing Statement Addendum (UCC-1Ad), Rev. 7/29/98, 5/22/02 National UCC Financing Statement Additional Party (UCC-1Ap) Rev. 5/22/02 National UCC Financing Statement Amendment (UCC-3) Rev. 7/29/98, 5/22/02 National UCC Financing Statement Amendment Addendum (UCC-3Ad) Rev. 7/29/98 National UCC Financing Statement Amendment Additional Party (UCC-3Ap) Rev. 5/22/02 National Correction Statement (UCC-5), Rev. (5/22/02) National Information Request (UCC-11), Rev. (5/09/01) Effective 7/1/2011 National UCC Financing Statement (UCC-1) Rev. 4/20/2011 National UCC Financing Statement Addendum (UCC-1Ad), Rev. 4/20/2011 National UCC Financing Statement Additional Party (UCC-1Ap) Rev. 8/22/2011 National UCC Financing Statement Amendment (UCC-3) Rev. 4/20/2011 National UCC Financing Statement Amendment Addendum (UCC-3Ad) Rev. 4/20/2011 National UCC Financing Statement Amendment Additional Party (UCC-3Ap) Rev. 8/22/2011 National Correction Statement (UCC-5), Rev. 7/19/2012 National Information Request (UCC-11), Rev. 5/09/01 Number of Copies Required Original only. The original will be scanned and returned as the acknowledgment. Additional Instructions There is a special provision in Tennessee law requiring that a tax be paid at the time of filing certain documents. (TSA § 67-4-409(b)) 2010 IACA Amendments – July 1, 2013 Effective Date This is an Alternative A – “Only If” State The Only If alternative requires that the filer provide the name shown on the debtor’s driver’s license. Any other name would make the financing statement seriously misleading unless otherwise disclosed on a Section 9-506(c) search. Tennessee Statute/Where to File Sec. 47-9-501. Filing office. (a) Filing offices. Except as otherwise provided in subsection (b), if the local law of this State governs perfection of a security interest or agricultural lien, the office in which to file a financing statement to perfect the security interest or agricultural lien is: (1) the office designated for the filing or recording of a record of a mortgage on the related real property, if: (A) the collateral is as-extracted collateral or timber to be cut; or (B) the financing statement is filed as a fixture filing and the collateral is goods that are or are to become fixtures; or (2) the office of the Secretary of State, in all other cases, including a case in which the collateral is goods that are or are to become fixtures and the financing statement is not filed as a fixture filing. (b) Filing office for transmitting utilities. The office in which to file a financing statement to perfect a security interest in collateral, including fixtures, of a transmitting utility is the office of the Secretary of State. The financing statement also constitutes a fixture filing as to the collateral indicated in the financing statement which is or is to become fixtures. Tennessee Special Provisions Central Filing Provisions: File Numbers Financing statement filed between and including March 1, 1996 and December 31, 1999: file number includes three segments: the year of filing expressed as a two digit number; an internal control number expressed as a single digit number; and a six digit identification number. Financing statement filed on or after January 1, 2000: file number includes three segments: an internal control number expressed as a single digit number; the year of filing expressed as a two digit number; and a six digit identification number. Financing statement filed on or after January 1, 2002: file number may instead include three segments: the year of filing expressed as a two or four digit number; a unique six digit number assigned to the financing statement by the filing office; and a one or two digit verification number assigned by the filing office but algorithmically derived from the numbers in the other two segments. Local Provisions Sullivan County has two separate filing offices within the same county. This county uses civil districts as the basis to determine which is the proper filing office location. Sullivan County (Bristol Office): Civil districts 1,2,17,19, 21 and 22 Sullivan County (Blountville Office): All civil districts not part of Bristol office. Tennessee UCC Filing Information Forms: Sec. 47-9-521. Uniform form of written financing statement and amendment. (a) Initial financing statement form. A filing office that accepts written records may not refuse to accept a written initial financing statement in the following form and format except for a reason set forth in Section 47-9-516(b): [A picture of the National Financing Statement and Addendum form with a revision date of 7/29/98 is placed here.] (b) Amendment form. A filing office that accepts written records may not refuse to accept a written record in the following form and format except for a reason set forth in Section 47-9516(b): [A picture of the National Financing Statement and Addendum form with a revision date of 7/29/98 is placed here.] Standard Forms: IACA promulgated National forms (Rev. 7/29/98 and 5/22/02) Effective Period (47-9-515): Post-effective-date financing statements -- 5 years; public finance and manufactured-home transaction --- 30 years; A record of mortgage filed as a financing statement is effective until the mortgage is released, terminated or satisfied; If the debtor is transmitting utility, the financing statement remains effective until terminated. Filing Requirements All team members are expected to know and fully understand all of the form instructions. These form instructions are considered to be an official part of the form, and every step must be taken to ensure our customer's filings comply with the form instructions at all times. Tennessee Financing Statement Requirement: The Basics [47-9-502]: Name and Address of the Debtor Name and Address of the Secured Party Collateral Description Additional Information [47-9-516(b)(5)]: Indicate whether the debtor is an individual or an organization; Recordation Tax Notation and Fee. The form must state: "Maximum principal indebtedness for Tennessee recording tax purposes is $____." If the financing statement is exempt from the tax, indicate an amount of $0.00 indebtedness. The Secretary of State recommends that the recordation tax information be included in the collateral box. See Tennessee Recordation Tax Section below. Tennessee does NOT require the debtor information in items #1d. #1e, and #1g of the national form, and such information is not recorded in the Division’s UCC information management system.. [Tennessee Dept. of State Div. of Business Services Filing Guide] Notes: Any additional names must be provided on the National Addendum or the National Additional Party Form in order to be indexed by the filing office. Effective May 1 , 2008, the Tennessee Legislature attempted to provide some additional clarity regarding individual debtor names by amending Article 9, section 9-503(a)(4), to provide that a financing statement sufficiently provides the name of the debtor, if the debtor is an individual, only if the financing statement provides the individual's name shown on one (1) of the following: 1) A State-issued driver license or identification card; 2) A Birth Certificate; 3) A passport; 4) A Social Security card; or 5) A government-issued military identification card. On June 13, 2008, The Tennessee Governor signed Senate Bill 372, and it took effect immediately. This bill once again amended section 9-503(a)(4), by deleting the references to birth certificates, passports, social security cards, and government-issued military identification cards as acceptable sources for individual debtor names. Section 9-503(a)(4) now provides that the financing statement sufficiently provides the name of the debtor, if the debtor is an individual, if the financing statement provides the individual's name shown on the individual's drivers license or identification license issued by the individual's state of residence. A Timeline of time periods and individual debtor name rules As a result of these two pieces of legislation, there are three time periods during which the rules for a "correct" individual debtor name will vary. UCC financing statements filed prior to May 1, 2008: A financing statement sufficiently provides the name of an individual debtor if the "correct name" is used. No further guidance or specificity is provided. UCC financing statements filed between May 1, 2008 and June 13, 2008: A financing statement sufficiently provides the name of an individual debtor if it contains the individual's name shown on the state-issued license or ID card, a birth certificate, a passport, a social security card, or a military ID card. UCC financing statements filed after June 13, 2008: A financing statement sufficiently provides the name of an individual debtor is it contains the individual's name shown on the state-issued license or ID card. !! Transition Rules for amending 2008 UCC filings containing insufficient individual debtor names!! As a result, there will be a small pool of financing statements on record that were filed against individual debtors between May 1, 2008, and June 13, 2008. These financing statements may contain an individual debtor name as provided by a birth certificate, passport, social security card, or military ID. Pursuant to Senate Bill 372, these filings must be reviewed and amended if necessary. There is a sixty day period during which this may be accomplished, commencing on June 13, 2008.. The statute provides the following: Step One: (a) Section 47-9-503(a)(4) as it existed pursuant to Public Chapter 648, Acts of 2008 applies to initial financing statements and amendments filed on or after May 1, 2008, but before the effective date of this act, that provide the name of an individual as debtor. (b) If the initial financing statement or amendment provides the name of an individual debtor authorized by Public Chapter 648, Acts of 2008, the following transition rules apply: (1) The financing statement shall sufficiently provide the name of the debtor if: (A) The name is the name shown on the individual's driver's license or identification license, as provided in § 47-9-503(a)(4); or (B) The debtor's name is otherwise sufficient as determined in accordance with any other method permitted by law, excluding § 47-9-503(a)(4) as it existed pursuant to Public Chapter 648, Acts of 2008. Step Two: (2) If the financing statement does not sufficiently provide the name of the debtor as set forth in subsection (b)(1) above, then the financing statement shall nevertheless be deemed to sufficiently provide the name of the debtor: (A) For a period of sixty (60) days from the effective date of this act; and (B) Thereafter only if an amendment to the financing statement is filed within the sixty (60) day period to provide the name of the debtor as set forth in subsection (b)(1). Result (3) A financing statement properly amended by an amendment filed pursuant to subsection (b)(2) shall be deemed to have sufficiently provided the name of the debtor from and after its original filing date. Transition Period Financing Statement (In Lieu of Continuation Statement) Requirements: Tennessee Amendment Statement Requirements: General Form Requirements The Basics: File number [47-9-512] Name of the authorizing party: secured party or debtor [47-9-509] Any additional names must be provided on the National Addendum or the National Additional Party Form in order to be indexed by the filing office. Amendment Requirements Continuation [47-9-515(d)]: Must be filed no sooner than six months before the expiration date of the financing statement. Amendment: An amended debtor name will be treated as a new debtor name in the system. Thus, when amending a debtor name, include the amended debtor name and address and indicate if individual or organization. If an organization, provide organization type, jurisdiction of organization, and organization identification number or indication of none. [47-9-516(b)(5)] If adding a debtor name: include new debtor name and address and indicate if individual or organization. If an organization, provide organization type, jurisdiction of organization, and organization identification number or indication of none. [47-9-516(b)(5)] If adding/amending a secured party name: provide new secured party name and address. Collateral Amendment: If an amendment adds new collateral, taxes may be due on this additional collateral. The TN SoS requires that the additional tax information be placed in item 8 (collateral change) on the front page of the form. If this information is placed elsewhere, it will not be indexed. Assignment [47-9-514]: An assignment must provide the name of the assignor and the name and mailing address of the assignee. If a partial assignment, check the appropriate box in box 8 and describe the assigned collateral. A description of the collateral assigned must also be provided. If the form indicates a partial assignment and the collateral to be assigned is included on the form, the filing office considers the indication of the collateral assigned as a separate amendment. The form will be considered to have two amendments and will be charged accordingly. Termination [47-9-513]: No Additional Requirements Tennessee Fixture and Real Property Filing Requirements: Form Requirements Financing Statement [47-9-502]: Name and Address of the Debtor Name and Address of the Secured Party Collateral Description Addendum page must be attached and all fields related to fixture/real property filings must be completed: 1. Indication of whether the financing statement covers timber to be cut, as extracted collateral or fixtures. 2. Description of the real estate 3. Name and Address of the Record Owner, if applicable. Additional FS Information [47-9-516(b)(5)]: Indicate whether the debtor is an individual or an organization; Recordation Tax Notation and Fee. The form must state: "Maximum principal indebtedness for Tennessee recording tax purposes is $____." If the financing statement is exempt from the tax, indicate an amount of $0.00 indebtedness. The Secretary of State recommends that the recordation tax information be included in the collateral box. See Tennessee Recordation Tax Section below. Tennessee does NOT require the debtor information in items #1d. #1e, and #1g of the national form, and such information is not recorded in the Division’s UCC information management system.. [Tennessee Dept. of State Div. of Business Services Filing Guide] Amendment Statement [47-9-512]: File number Name of the authorizing party: secured party or debtor [47-9-509] It is recommended that the debtor name be included on the form. A cover page must be submitted with the filing stating "This is intended as a fixture filing and is to be recorded in the real estate records." Check box (Item 1b) indicating that the amendment is to be filed in the Real Estate Records. Recordation Tax Notation and Fee. Collateral Amendment: If an amendment adds new collateral, taxes may be due on this additional collateral. See Tennessee Recordation Tax Section below. Tennessee Recordation Tax [TSA $ 67-4-409 (b)]: Tennessee has a recordation tax to be paid at the time of filing of any instrument evidencing indebtedness. Instruments: The recordation tax is due on any instrument evidencing an indebtedness, including but not limited to mortgages, deeds of trust, conditional sales contracts, financing statements contemplated by the Uniform Commercial Code, and liens on personalty, other than on motor vehicles The tax shall NOT BE REQUIRED for the recordation of judgment liens, contractors’ liens, subcontractors’ liens, furnishers’ liens, laborers’ liens, mechanics’ and materialmen’s liens, financing statements filed pursuant to the Uniform Commercial Code which secure an interest solely in investment property, and mortgages or deeds of trust issued under the Home Equity Conversion Act, as compiled in title 47, chapter 30, and which are labeled on the face under the provision of such chapter. Tax Rate: The tax rate is eleven and one-half ($0.115) cents on each one hundred dollars ($100) or major fraction thereof of the indebtedness so evidenced. The tax will not apply to the first two thousand dollars ($2,000) of the indebtedness Where any part of the property used as security for the payment of the debt is located part within Tennessee and part without, the tax applies to the principal amount of the debt in the same ratio that the value of the secured property located in Tennessee bears to the value of the whole property. The tax shall be paid to county registers and the secretary of state. UCC Filings: The Secretary of State or County Register shall not record any instrument evidencing an indebtedness, unless it contains the required statement and the tax is properly paid. All recorded financing statements must contain the following language: "Maximum principal indebtedness for Tennessee recording tax purposes is $____." If the financing statement is exempt from the tax, indicate an amount of $0.00 indebtedness and add a statement indicating the basis for the tax exemption. Or, if the financing statement is being filed to secure an obligation other than for a specific amount of money, the tax will be based on the value of the property covered by the statement. In this case, a valuation statement including a sworn statement by the owner of the property must be attached to the financing statement. Also, the following language must appear on the financing statement: "Secures obligation other than payment of specific sum - valuation statement submitted herewith." If a collateral amendment increases the indebtedness under the financing statement, the amendment form must include the following language: "Maximum principal indebtedness for Tennessee recording tax purposes is $____." with the amount of increase of the indebtedness filled in the blank. If there is an increase in the indebtedness beyond the amount stated in the filed financing statement, the secured party should pay the tax on the increase within sixty (60) days of the date the increase occurs. The tax must be paid to the filing officer at the time of filing. Whenever the tax is paid at the county level there is an additional $1.00 fee. If a filing is made in more than one office (i.e.: Secretary of State and County), file one first to receive the acknowledgment copy which serves as proof of payment of the tax. Then, submit the other filing with a copy of the acknowledgment attached. Nonpayment or underpayment of tax on an indebtedness, or failure to timely to pay tax on an increase in indebtedness, shall not affect or impair the effectiveness, validity, priority or enforceability of the security interest or lien created or evidenced by the instrument. Nonpayment, underpayment or failure to pay the tax shall result in the imposition of a tax lien in the amount of any tax and penalties unpaid and in favor of the Department of Revenue. CT Policy Concerning Prepayment of the Recordation Tax 1. In no event should the tax be prepaid for any customer without advising the customer of the tax owed, and obtaining customer approval for payment of the tax. When obtained, a note indicating customer approval should be made in the concerned file. 2. The procedures for prepayment of the Recordation Tax can vary if there is a long-standing relationship with a particular customer for whom we have prepaid the tax in the past. Any variations must be reviewed and approved by a team leader. 3. Unless you have an approved and established method for dealing with prepayment of the Recordation Tax for a particular customer, the following procedures should be followed: 4. After a CT representative has calculated the tax, it is necessary to contact the concerned customer and explain how the tax owed has been calculated. The customer should also calculate the tax to ensure that they arrive at the same figure. 5. If the tax due is less than $500, the customer should be offered the option of having CT prepay the tax as part of the filing. 6. If the tax due exceeds $500, the customer must prepay the tax. Tennessee Transition Provisions Tennessee Search Procedures Open Drawer System [9-519(c)]. The filing office maintains all records associated with a debtor name or document number. This includes all lapsed, terminated and active filings. Filings will continue to be listed for one year after lapse [9-522(a)]. Lapsed statements may not be automatically provided in the search results. The searcher may need to request these items. The filing office will provide the date and information for any financing statement listed in the search results. This information may be provided in any medium approved by the filing office. The searcher will not always receive an exact copy of the statement submitted. All amendment statements are associated with the initial financing statements. In order to receive any information concerning a UCC-3 statement, a search must be requested based on the UCC-1 filing date. Please note that update searches will NOT yield UCC-3s alone. Tennessee’s update search is not uniform. Any update search will reveal only new initial financing statements and amendments, continuations, etc. that pertain to initial financing statements filed within the update time frame designated. Consult correspondent to retrieve amendments filed that relate to initial financing statements filed prior to the update period requested. Tennessee Search Logic: While the requirements for filing a UCC filing are quite precise, the rules for searching UCC records are not as strict. When searching UCC records, the most important factor is the particular "search logic" of the UCC database used in the particular state in question. It is the responsibility of the correspondent/fulfillment office to understand the search logic of a particular jurisdiction and search accordingly. Searcher Safe Harbor [9-506(c)]. In order to enact the searcher safe harbor, it is recommended that the searcher obtain the correct legal name and search according to the office's particular search logic. It is the responsibility of the correspondent/fulfillment office to understand the search logic of a particular jurisdiction and search accordingly. The Tennessee Administrative Rules are available on the Tennessee Secretary of State website. General Search Logic General Search Requirements: 1. The filing officer maintains a searchable index for all UCC records. The system will provide for the retrieval of records by the name of the debtor and file number of the initial financing statement to which the record relates and any other statement related to the initial financing statement. [9-519(f), 1360-8-5-.01] 2. A search request should set forth the full correct name of the debtor or the name variant to be searched. The searcher should also indicate if the debtor is an individual or organization. A search request will be processed using the exact form of the name submitted. [1360-8-5-.02] 3. A financing statement sufficiently provides the name of an individual debtor only if the financing statement provides the individual's name shown on the individual's drivers license or identification license issued by the individual's state of residence. Effective May 1 , 2008, the Tennessee Legislature attempted to provide some additional clarity regarding individual debtor names by amending Article 9, section 9-503(a)(4), to provide that a financing statement sufficiently provides the name of the debtor, if the debtor is an individual, only if the financing statement provides the individual's name shown on one (1) of the following: 1) A State-issued driver license or identification card; 2) A Birth Certificate; 3) A passport; 4) A Social Security card; or 5) A government-issued military identification card. On June 13, 2008, The Tennessee Governor signed Senate Bill 372, and it took effect immediately. This bill once again amended section 9-503(a)(4), by deleting the references to birth certificates, passports, social security cards, and government-issued military identification cards as acceptable sources for individual debtor names. Section 9-503(a)(4) now provides that the financing statement sufficiently provides the name of the debtor, if the debtor is an individual, if the financing statement provides the individual's name shown on the individual's drivers license or identification license issued by the individual's state of residence. A Timeline of time periods and individual debtor name rules As a result of these two pieces of legislation, there are three time periods during which the rules for a "correct" individual debtor name will vary. UCC financing statements filed prior to May 1, 2008: A financing statement sufficiently provides the name of an individual debtor if the "correct name" is used. No further guidance or specificity is provided. UCC financing statements filed between May 1, 2008 and June 13, 2008: A financing statement sufficiently provides the name of an individual debtor if it contains the individual's name shown on the state-issued license or ID card, a birth certificate, a passport, a social security card, or a military ID card. UCC financing statements filed after June 13, 2008: A financing statement sufficiently provides the name of an individual debtor is it contains the individual's name shown on the state-issued license or ID card. 1. 2. 3. Rules applied to each search request [1360-8-5-.04]: There is no limit to the number of matches that may be returned There is no distinction between upper and lower case letters All spaces, the word 'the', punctuation marks and accents, and "noise words" as identified in the IACA list of corporate endings and abbreviations will be disregarded 4. First and middle name initials are equated with all first and middle names that begin with such initials. No middle name or initial is equated with all middle names and initials. Notes: The "exact legal name" standard only applies to UCC liens that were filed after the effective date. All pre-effective-date filings and other lien types should search DBA, FKA, trade names, etc. During the transition period, former Article 9 filing offices will continue to hold effective financing statements. In order to catch any hidden liens, it is recommended that searches be conducted in accordance with the old law through 2006. Search Summary Charts Tennessee Liens UCC Liens Secretary of State Register of Deeds (RE related only) (TSA § 47-9-501) Federal Tax Liens Period of Lien: 5 years Register of Deeds (TSA § 66-21-201) State Tax Liens Period of Lien: 10 years Register of Deeds (TSA § 67-1-1403) Judgment Liens Period of Lien: Indefinite* Register of Deeds (TSA § 25-5-105) Court of General Jurisdiction Period of Lien: 3 years; 10 years* Circuit Court *Unless otherwise requested, it is standard practice to search for a 10 year period. * All judgment liens registered on or after May 17, 2000 have a ten year effective period. UCC Liens Collateral Type General Business Collateral including: Equipment Inventory Accounts Receivable Contract Rights Consumer Goods Farm Products, Crops, Farm Equipment, Accounts and General intangibles relating to the sale of farm products by a farmer Fixtures Minerals (including oil and gas) Including: accounts receivable from oil and gas operations Timber to be cut Transmitting Utility (debtor) All other types of Collateral Revised Article 9 (Effective 07/01/01) Secretary of State Secretary of State Secretary of State Register of deeds in the county where the land is located. Register of deeds in the county where the land is located. Register of deeds in the county where the land is located. Secretary of State Secretary of State Tennessee Secretary of State ADDRESS: State of Tennessee Department of Business Services 312 Eighth Avenue North 6th Floor, William R. Snodgrass Tower Nashville, TN 37243 PHONE: 615-741-3276 FAX: 615-532-2892 NOTES: Methods of Delivery: Personal, Courier, Postal, Facsimile, Electronic. [1360-8-1-.07] Methods of Payment: Cash, Checks, Money Orders, Electronic Funds Transfer, Prepaid Account, Debit/Credit Cards. [1360-8-1-.14] Make check payable to: Tennessee Secretary of State Overpayment Policy: The filing officer may issue a credit voucher to the remitter for an overpayment exceeding $10. The filing officer shall refund any overpayment upon the written request of the remitter, provided that the remitter submits such a request within six months of the time the overpayment was made. Office hours: 8:00 a.m. - 4:30 p.m. Statutory Response Times: Indexing and Searches --- 2 business days Include the recordation tax (or proof of payment) with the filing fee. If the transaction is exempt, be certain the appropriate language appears. **This fee is $15.00 per debtor name if the amendment changes, modifies, deletes, or adds one or more debtors. If the form indicates a partial assignment and the collateral to be assigned is included in the collateral description, the filing office considers the indication of the collateral assigned as a separate function. If multiple functions are included on the form, the function will be charged the amendment fee. Directory of Filing Offices Secretary of State State of Tennessee Department of Business Services 312 Eighth Avenue North 6th Floor, William R. Snodgrass Tower Nashville, TN 37243 PHONE: 615-741-3276 FAX: 615-532-2892 Website: http://www.state.tn.us/sos/service.htm#ucc