Part 11- Appendix B: Uniform Commercial Code, Note 21

Perfection and Priority of Security Interests § 9-307: Location of the Debtor  Definition: o "Place of business" refers to where a debtor conducts its operations. Rules for Determining Location:  Individuals: Located at their principal residence. 2. Organizations (one business location): Located at the sole business location. 3. Organizations (multiple locations): Located at the chief executive office. Special Circumstances:  1. o o o o If no filing system exists in the jurisdiction, the debtor is deemed located in the District of Columbia. Location remains constant even if the debtor ceases operations or changes status (e.g., dissolution). U.S. entities organized under federal law default to the District of Columbia unless otherwise designated. Foreign entities may default to the state of their registered office or agent, depending on licensing. § 9-308: When Security Interest or Agricultural Lien is Perfected   General Rule: o Perfection requires attachment and compliance with filing or other applicable methods. o Perfection is continuous if it transitions between methods without a lapse. Agricultural Liens: o Perfected upon becoming effective and satisfying applicable perfection requirements. § 9-309: Automatically Perfected Security Interests  The following are automatically perfected upon attachment: 1. Purchase-money security interests in consumer goods (with some exceptions). 2. Assignments of accounts or payment intangibles transferring an insignificant part of the assignor's assets. 3. 4. 5. 6. Sales of payment intangibles or promissory notes. Health-care-insurance receivables assigned to providers. Security interests arising from certain delivery or transfer transactions. Interests created by collecting banks, issuers, or brokers under specific sections. 7. Beneficial interests in estates or lottery winnings (in limited circumstances). § 9-310: Filing Requirements for Perfection   General Rule: o Filing a financing statement is required to perfect most security interests and agricultural liens. Exceptions: o Filing is unnecessary for security interests:  Perfected automatically (e.g., § 9-309 cases).  Governed by statutes or treaties requiring different processes (e.g., certificate-of-title laws).  In possession of the secured party (e.g., certain goods, money, or securities).  Perfected by control (e.g., deposit accounts, investment property, or letter-of-credit rights). o Assignment of perfected interests does not require additional filings. § 9-311: Property Subject to Other Laws   Non-UCC Perfection: o Security interests in certain collateral (e.g., vehicles) are perfected by compliance with specific statutes or treaties rather than UCC filing. Exceptions: o If collateral is inventory held for sale or lease, other laws do not apply, and UCC perfection rules govern. § 9-312: Special Rules for Certain Collateral   Chattel Paper, Instruments, and Investment Property: o Perfection is possible through filing, possession, or control, depending on the collateral. Deposit Accounts and Money: o Perfection by control (deposit accounts) or possession (money) only.  Goods Covered by Documents: o Perfection depends on the negotiable or nonnegotiable nature of the covering document and may involve possession, notice to the bailee, or filing. § 9-305 & § 9-306: Governing Law for Perfection   Investment Property (§ 9-305): o The jurisdiction governing perfection depends on the type of property:  Certificated securities: Local law where the security is located.  Uncertificated securities: Issuer's jurisdiction.  Securities accounts: Securities intermediary’s jurisdiction. Letter-of-Credit Rights (§ 9-306): o Governed by the jurisdiction of the issuer or nominated party. o Specific exceptions apply when perfection relies on automatic provisions. Key Takeaways 1. Debtor’s Location Matters: The jurisdiction of the debtor or collateral dictates which laws apply to perfection and priority. 2. Automatic Perfection: Certain transactions (e.g., purchase-money security interests or sales of promissory notes) are perfected upon attachment without further action. 3. Filing and Control: o Filing remains the primary method for most collateral. o Control is required for deposit accounts, investment property, and letter-of-credit rights. 4. Statutory Compliance: For some property (e.g., vehicles or goods under federal law), specific statutes override UCC filing rules.