Perfection
1. Explain what it means to perfect a security interest and its significance
the processes by which creditors give public notice of their security interests and thus
establish their priority. A secured party perfects a security interest in order to help
assure that no other party, such as another creditor or a bankruptcy trustee, will be
able to claim the same collateral in the event that the debtor becomes insolvent. By
perfecting its security interest, a secured party seeks to gain priority over other parties
regarding the collateral.
9-308(a)
2. Describe generally county, state, and federal filing systems
County systems for mortgages and fixture filings (§ 9-501(a)(1))
State UCC filing systems (Office of the Secretary of State) (§ 9-501(a)(2))
Federal filing systems (e.g. copyrights, aircraft, ship mortgages)
3. Evaluate when a federal filing system preempts the UCC state filing system
4. List the three requirements of 9-502(a) for a financing statement to be sufficient to
perfect
(1) provides the name of the debtor;
(2) provides the name of the secured party or a representative of the secured party; and
(3) indicates the collateral covered by the financing statement
5. Determine what is the correct name to include on a financing statement when the debtor
is an individual, a corporation, a limited liability partnership, and a general partnership
If the debtor is an organization registered with the state, the financing statement must list
the registered organization’s full legal name, exactly as it appears on the public organic
record that was most recently filed with the state. See UCC § 9-503(a)
If the debtor is an organization that isn’t registered with the state, the financing statement
must include the names of all partners, members, associates, or others that make up the
debtor’s equity stakeholders. See UCC § 9-503, Alternative A, (6)(B), Alternative B (5)
(B).
If the debtor is a natural person, Article 9 generally requires the financing statement to
indicate the debtor’s name as it appears on the debtor’s driver’s license or other state-
issued identification. See UCC § 9-503, Alternative A (4), Alternative B (C
6. Analyze the impact of errors and omissions on a financing statement
§ 9-506
7. Describe the three-step "How to Perfect" process
8. Determine all of the possible ways to perfect a security interest in the following types
of collateral: money; goods; instruments; chattel paper; deposit accounts; accounts;
commercial tort claims; general intangibles
9. Explain what it means to perfect by possession
10. Explain what it means to perfect by taking control
11. Define "chattel paper"
12. Define a "purchase-money security interest" (pmsi)
13. Explain when security interests are automatically perfected
14. Explain how to maintain perfection of a security interest when there has been a
change in the debtor's name
15. Explain how to maintain perfection of a security interest when there has been a
change affecting the description of the collateral
16. Explain how to maintain perfection of a security interest when there has been a
conversion of the collateral to proceeds
17. Distinguish between money in a bank account as original collateral and as proceeds
of collateral
18. Determine what state law should govern the perfection of a security interest
In a secured transaction spanning multiple states, a secured party should consult the
state where the debtor is located to determine the applicable rules for filing a
financing statement. See U.C.C. § 9-301(1).
19. Distinguish between when the location of the debtor governs and when the location
of the collateral governs
20. Determine the locations of various types of debtors
21. Explain how to maintain perfection of a secuirty interest when there has been a
change in governing law
22. Identify a "new debtor" as defined in the UCC
23. Explain how to maintain perfection of a security interest when there is a "new
debtor," including when that "new debtor" is located in a different state
24. Explain how to determine the location of the debtor and where to file in an
international transaction
25. Interpret complex provisions of the UCC using various principles of statutory
interpretation
