IBA Compliance Connection

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We have a business customer that is buying a piece of equipment. We would like to know how to do the UCC filings. The loan secured by the equipment is made to XYZ Inc. d/b/a ABC Auto. The invoice from the dealer is addressed to ABC Auto. Should we do multiple filings to cover both business names?

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Since the debtor is a corporation, you should use the corporation’s name as it appears in the debtor’s Articles of Incorporation (or in the most recent Articles of Amendment that change the corporation’s name, if any).

The Uniform Commercial Code (UCC) sets the standards for naming the debtor in a financing statement. For a registered organization, such as a corporation, you must provide the corporation’s name as it appears on the corporation’s “public organic record,” which would be the corporation’s most recent Articles of Incorporation or Articles of Amendment stating the corporation’s name.

We do not recommend filing a duplicate financing statement under the corporation’s assumed name. A financing statement identifying the debtor by its trade name alone “does not sufficiently provide the name of the debtor,” and, depending on the assumed name used, could even be deemed to be “seriously misleading.” Your lien interest is sufficiently protected by filing the financing statement in the corporation’s name as it appears in its current articles.

For resources related to our guidance, please see:

  • UCC, 810 ILCS 5/9-503(a)(1) (“A financing statement sufficient provides the name of the debtor: (1) . . . if the debtor is a registered organization . . . only if the financing statement provides the name that is stated to be the registered organization’s name on the public organic record most recently filed with or issued or enacted by the registered organization’s jurisdiction of organization which purports to state, amend, or restate the registered organization’s name; . . .”)

  • UCC, 810 ILCS 5/9-102(a)(68) (“‘Public organic record’ means a record that is available to the public for inspection and is: (A) a record consisting of the record initially filed with or issued by a State or the United States to form or organize an organization and any record filed with or issued by the State or the United States which amends or restates the initial record; . . .”)

  • UCC, 810 ILCS 5/9-503(b)(1) (“A financing statement that provides the name of the debtor in accordance with subsection (a) is not rendered ineffective by the absence of: (1) a trade name or other name of the debtor; . . .”)

  • UCC, 810 ILCS 5/9-503(c) (“A financing statement that provides only the debtor’s trade name does not sufficiently provide the name of the debtor.”)

  • UCC, 810 ILCS 5/9-506(b) (“[A] financing statement that fails sufficiently to provide the name of the debtor in accordance with Section 9-503(a) is seriously misleading.”)