II.A. Internet Resources for Guidance

Structuring and managing secured transactions is complicated and cannot be adequately addressed in this brief introduction to the revisions to Article 9. Needless to say, if you get involved in a complex commercial transaction, please make sure that you do not rely upon anything said herein as legal advice on the handling of these transactions.

This section will attempt to provide a primer on internet resources for some of the more fundamental aspects of secured transactions. If the parties start talking about “Securitization Transactions,” “Asset Securitization,” “Asset-Backed Securities,” “Special Purpose Vehicles or SPVs,” or “Bankruptcy Remote Options,” nothing in this discussions will help you. You may want to consult with such articles as The Committee on Bankruptcy and Corporate Reorganization of the Association of the Bar of the City of New York, Structured Financing Techniques, 50 Bus. Law. 527, 528 (1995); Ellis, R., Securitization Vehicles, Fiduciary Duties, and Bondholder’s Rights, 24 J. Corp. L. 295 (1999); Lahny, P. Asset Securitization: a Discussion of the Traditional Bankruptcy Attacks and an Analysis of the Next Potential Attack, Substantive Consolidation, American Bankruptcy Institute Law Review, Vol. 9, Number 2, (Winter 2001). Revised Article 9 was drafted with the desire to facilitate these advanced commercial transactions. Nevertheless, this discussion was drafted for the more mundane aspects of secured transactions.

Most jurisdictions have sites on the world wide web from which the practitioner can download the forms associated with the filing of financing statements. South Carolina’s Secretary of State can be found at www.scsos.com. The web-site changes from time to time. Currently, the web site in South Carolina looked like the figure at the top of the next page. Of course, the web-site is in color and the reproduction of this document is in black and white.

The Secretary of State’s website is multiple pages. By paging down, the following screen will appear and by continuing to page down, each next screen will appear in succession.

To access the forms portion of the web-site, you click on the forms section and the screen below will appear.

By paging down, you will see the following screen and then, by paging down again you will be able to see the next screen:

By clicking on the UCC forms, the screen to the left will appear. This screen provides an on line source for the various forms used in commercial dealings in South Carolina, including the UCC1 or financing statements. By clicking on the UCC1 area, you are able to download the financial statement in Adobe Acrobat reader. If you do not have this program, you are able to download this program for free from the Adobe website. The screen for the UCC1 financial statement is on the following page.

This screen shows the UCC-1 form as approved for filing in the State of South Carolina. Adobe will allow you to type the information onto the form and then print the form, with the information inserted. You can also save the information for later editing and changes. If you cannot save the information, you will need to update your version of Adobe.

As it relates to the information required by the form, Sections A and B, name of the contact person and place to send the acknowledgment are optional but should be included in the event that the Secretary of State’s office has some follow up question. The debtor’s full name, address, type of organization, jurisdiction of the organization and organization number, are required. As it relates to the organizational number, this requirement is new. In establishing this system, most states went through all of the organizations incorporated or listed at their secretary of state’s offices and gave them a unique organizational number. Many of the secretary of state’s allow you to access this information on the world wide web. In those states that did give numbers to their organizations, you must include this number or else your financing statement will be rejected.

In South Carolina, our Secretary of State did not give the organization a number. Thus, in South Carolina, you can file without a number and you must check the none box for the organization number. Nevertheless, in South Carolina, you are able to get the formal name of the organization by accessing the Secretary of State’s web site. To do search for filings, one goes to the web-site and clicks on the “Search Corporations” option as shown to the right. As a result, the following screen will appear:

By selecting the Search the Business Filings Database, you are then guided to a search screen that allows you to enter the name of the corporation that you want to examine.

The screen to the left is the search screen. If you were to enter a common first name of a corporation, like Southern, the search engine will return all of the corporations, limited partnerships, etc., that have that common first word beginning. The result of these search is found below:

Then by clicking on the link to the corporate information, the user is able to obtain the information about that particular corporation. If only one corporation is found, the system provides this information.

For example, by clicking on Southern Abstractors, Inc., the following information is obtained:

By paging down, the user is able to obtain additional information about the corporation including date of incorporation and registered agent for service of process.

In South Carolina, the importance of this information is that the user is able to verify the actual legal name of the corporation before filing the financing statement. Thereby eliminating any guess work on the correct corporation or the correct spelling of the name.

The next resource for commercial transactions is the ability to search for past UCC filings on the internet. Going back to the second page of the main website, www.scsos.com, one can click on this option as shown to the left.

As a result, the following screen will appear:

This screen allows the researcher to enter the name of the debtor or creditor and search for UCC filings against or for the chosen entity.

If one were to enter “Homegold” in the search section as a debtor, the following screen would appear:

Then, by clicking on the desired “Homegold” financing statement, the Secretary of State’s office will provide the following information:

This screen provides the number of the financing statement, the date, when it expires and what type of filing is referred to in the financing statement.

While you are not able to view the actual document, by clicking on the number itself, the researcher will be treated with the information on the following page.

Thus, through the Secretary of State’s office, the researcher is able to (1) search UCC filings, (2) search corporate filings, (3) obtain forms for future transactions and (4) determine the correct costs for the filing of transactions.

Each secretary of state’s office is set up a little differently. Some states do not have the same functions as the South Carolina Secretary of State, some have more, some have less.