54. Uniform Commercial Code (UCC) financing statements

(May 1, 2000, revised February 27, 2009)

Pursuant to G.L. c. 106, § 9-502, UCC financing statements filed against registered land should indicate that the financing statement is to be filed in the Registration District. Statements should contain a description of the real estate including a lot number on a Land Court Plan and the current certificate of title, and, if the debtor is not also the owner, must show the name of the registered owner(s) as set forth in the certificate of title. The UCC financing statement must describe the collateral and also show the names of both the debtor and secured party or its representative. The statement need not be signed by the secured party. If the statement is filed simultaneously with related loan documents (such as a mortgage, assignment of leases, or similar documents) as part of the same transaction, and those related documents have been signed by the debtor listed on the proffered UCC financing statement, it need not be signed by the debtor. If the UCC financing statement is unsigned by the debtor and filed unaccompanied by other loan documents, it will be filed by the district, and noted on the certificate of title with the marginal notation on the memorandum of encumbrances: “Unsigned, no proof of authorization supplied.” This marginal notation may be removed (or dispensed with in the first instance) by obtaining approval from the court’s Chief Title Examiner or an order of the court, upon presentation of satisfactory evidence that the filing of the UCC Statement was duly authorized by the debtor.

G.L. ch. 106, § 9-521, sets forth the form of an initial financing statement in a form, and containing the information required, to be acceptable for filing.

G.L ch. 106, § 9-512 provides that all ancillary documents such as assignments, continuation statements, terminations, etc., subsequent to the original financing statement must refer to the document number of the original. Such ancillary documents need not be signed by the secured party or by the debtor. If an assignment or termination statement is filed simultaneously with related documents (such as an assignment or discharge of a mortgage or assignment of leases and rents) as part of the same transaction, and those related documents have been signed by the secured party listed on the proffered UCC assignment or termination statement, it need not be signed by the secured party. If the UCC assignment or termination statement is unsigned by the secured party and filed unaccompanied by other assignment or discharge documents, it will be filed by the district, and noted on the certificate of title with the marginal notation on the memorandum of encumbrances: “Unsigned, no proof of authorization supplied,” and the certificate of title (and any subsequent certificates which issue upon it) will continue to carry the notation of the unassigned or unterminated UCC financing statement, indicated as being affected by the subsequent assignment or termination statement, which in turn will be noted as not having been signed by the secured party. An assignment or termination statement unsigned by the secured party and unaccompanied by the filing of other assignment or discharge documents may be noted without caveat or qualification (and any such caveat or qualification may be removed from a certificate) by obtaining approval from the court’s Chief Title Examiner or an order of the court, upon presentation of satisfactory evidence that the filing of the assignment or termination statement was duly authorized by the secured party.

Sections 9-502 and 9-515 of chapter 106 provide that if a financing statement is filed as part of a mortgage it is unnecessary during the life of the mortgage to file continuation statements for the financing statement. All other financing statements are effective for five years from the date of filing only, unless a continuation statement is filed within six months prior to the expiration of said five year term.

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