Governor Patrick has signed into law amendments to the Massachusetts Uniform Commercial Code (“UCC”) that enact changes to the UCC that have been adopted in a majority of states. The amendments, which became effective on July 1, revise Article 1, which covers general provisions of the UCC, Article 7, which covers documents of title (such as warehouse receipts and bills of ladings), and Article 9, which covers secured transactions (credit secured by an interest in personal property, such as equipment, inventory or accounts receivable). The amendments to Article 9 address the name of the debtor that should be used on the UCC-1 financing statement, the consequences if a debtor moves or merges, and changes to the forms used to make UCC filings. A UCC financing statement that was effective prior to July 1 generally will not be rendered ineffective as of July 1 if it does not conform to the amendments, but must be amended to conform to the new UCC requirements if the secured party wishes to continue the financing statement prior to its expiration.
Nutter Notes: For financing statements filed against an individual debtor, the amendments to Article 9 of the UCC provide that, if the debtor has an unexpired driver’s license or state-issued identification card, then the financing statement must use the name on the unexpired license or identification card, even if that name is incorrect or has changed since the license or identification card was issued. The amendments also provide that, if the debtor does not have an unexpired driver’s license or identification card, then the financing statement may use the debtor’s first name and surname. For registered organizations, such as corporations, limited liability companies and limited partnerships, the amendments to Article 9 require that a financing statement use the legal name of the debtor set forth on the most recent charter document filed with or issued by the debtor’s state of organization, such as certified copies of the debtor’s articles of organization, certificate of limited partnership or articles of amendment. In addition, the 4-month grace period to re-file after a debtor moves to another state or merges with another entity now also applies to after-acquired property.