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 mundaneaspects 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
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
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.