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Tips on completing the Ucc1ad Initial Addendum State Of Michigan Michigan

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Key Elements of Writing the Ucc1ad Initial Addendum State Of Michigan Michigan

good afternoon everyone and welcome.today's webinar at this time I'd like to.go ahead and introduce our speaker today.our speaker today is Dan liest.welcome Dan Thank You Amanda and thank.you all out there and the Great Wide Web.for attending today's presentation.sponsored by CT on the interesting and.tantalizing world of UCC and the forum.surrounding UCC and my role here at CT.is I'm the transactional business.consultant for the Midwest region which.is really a nice way of saying I'm a.nerd and what else can nerds talk about.but UCC forms so today's agenda is.pretty much pretty straightforward I.think as you can see from this slide.we're going to be talking a little bit.about UCC ones and UCC threes.those are the primary forms that we use.when doing our filings in under the.Uniform Commercial Code under when we're.talking about UCC ones it's pretty.standard where we're going to be looking.at the requirements two building blocks.of them the organic public record rule.which has really now been in effect for.quite some time now actually since 2013.but still creates a little bit of.hiccups here and there especially when.we are working with some of our clients.and what their views are of due.diligence it's compared to what your.standards are due diligence say when.your work when you're working with a law.firm and then also looking at some.common names and mistakes when when.dealing with UCC one when we turn our.attention to you see c3s again kind of.the same standard it's really we're.going to be looking at some requirements.looking at some of the multiple party.issues that surround UCC three and then.also looking at the jurisdictional 120.day rule it's again if we have time we.have and I know we have about an hour.today and certainly the intent of.today's agenda is really just to.familiarize yourself or Rifa millyar.eyes yourself with some of the basic.foundations of this but also.understanding the importance of some of.the issues that do crop up on these.rather simplified forms that and.avoiding those when you do your filings.whether it is a UCC one.you see c3 all right we like said we if.you have any questions at any time feel.free to to to submit them do to come.some of the time constraints today I.think it's probably if we get to any.questions it will be at the end of the.presentation because we want to make.sure that we get through all the polling.questions both the polling the polling.questions that we have and then also the.couple of the CLE polling questions that.we have at the end so but we will do our.best to answer questions and we don't.get them answered during the.presentation we will certainly follow up.with you on those at a later time all.right.so without any further adieu and if.there's anyone out there from South.Dakota.greetings a few talking to a fellow.South Dakotan here so all right so let's.get this party started in the form of.pink all right all right you know a.little bit more our agenda when to a man.when to assign trial descriptions.continuations and and if we again if we.do have time looking at the height.height and document review and client.fallout some of that is stemming still.we're seeing some fallout from the GM.case that was decided a few years ago.which certainly has impacted how law.firms conduct due diligence and.certainly how our parties store and.collect their data regarding their UCC.so here we go starting off like we were.saying is our agenda indicator we're.going to start with the basics which is.UCC ones why do we file at UC stooping.why do we file a UCC one financing.statement well there's really a number.of reasons why we do it and we've.certainly highlighted or underlined to.think the words that are probably the.most important I think the one at all.jumps out to me is actually the second.point you're really putting the world or.creditors and other people on notice.that there are rights and issues to a.certain type of asset all right.certainly the issue of perfection is.near and dear to everyone in the UCC.world or in consensual corporate.transactions to perfect your security.interest is required by article 9.and and of course the other key point.when we're dealing with revised article.nine and UCC ones is you're trying to.make sure that you're gaining your.priority so that if the worst comes to.worst and that is is that the debtor is.unable to meet their requirements.whether that's just voluntarily or.through a bankruptcy that the secured.party has perfected themselves and have.that priority so they can that so they.can come in and protect that particular.asset okay a UCC one form is a standard.form used across all 50 states.but unfortunately the Uniform Commercial.Code is not always uniform so always be.careful about that there might be.variations from each in some of the.states you know we in particular Florida.has a stamp tax Tennessee has a stamp.tax Illinois still have some particular.issues regarding font on certain things.and along those lines even though we do.have a model form and most of the time.that that model UCC form is accepted in.most states always keep that up keep.that in mind when you're filing your UCC.ones that you want to make sure that.that state that you're doing your UCC.filing in that you're using the correct.form if you don't use the correct form.the state will reject that form just.based on that issue alone all right it.is and something I think all of this.kind of overlooked it is a legal.document and a public and is of a public.record the best way I like to tell.people on regarding this is that think.of it as evidence if you know I mean.most of us all of us in one way shape or.another are familiar with court cases.whether we want to admit it or not and a.UCC one is evidence let me and say it is.a legal document that you can put into.evidence and so it really does carry a.lot of weight and sometimes it does get.lost in these very large agreements.where you have several moving parts and.a lot of verbage and things of that.nature and yet at the reality this one.single page this UCC one really does.carry the day it is one of the more.important doctor.you will ever have in some of your.agreements and sometimes that's.overlooked so I just like reminding.people that it is a legal document.public notice treated as evidence treat.it like it treated with kid gloves.all right it is composed of an initial.financing statement and any file record.relating to the initial financing.statement UCC 3 UCC 5 etc etc and.probably one of the more important.little facts I mean it's not really that.little prepared against the exact legal.name of the debtor again that's.something that's come into into vogue.since 2013.but we really do want to remind.everybody on this webinar and across.this country that you really do have to.make sure that that is what you're doing.with your UCC one is the exact legal.name of the debtors on your UCC so what.does constitute the legal sufficiency of.a UCC one well it's actually pretty.simple there's only three things that.are required in a UCC one again it's.it's not that you know again it's a it's.a pretty straightforward document you.need the name of the debtor and as we've.already indicated the exact name exactly.the name of the debtor the name of the.secured party and last but not least an.indication of collateral covered by the.financing statement that's it three very.simple points there it there is not a.lot of bells and whistles so to speak on.the UCC one at least four basic.requirements you know you can add a lot.of other stuff to it if you see if you.see fit.but this is all you need for UCC one one.of the questions that we get quite.frequently and we highlighted that in.red on this point when it comes to a.collateral description how detailed that.the collateral description have to be so.for in other words you can you just put.down one word or do you have to.literally you know submit some sort of.Shakespeare tragedy like Romeo and.Juliet or Macbeth to classify as a.collateral description no disrespect to.to do any Shakespeare fans out there.and reality of it is is that when it.comes to the description of collateral.we find under 9 102 the definition and.it to be very honest with you guys there.doesn't you don't have to put a lot of.description down it can just be an.indication of collateral and this is why.you see the gambit here where you have.people who will write something along.the lines of all assets included but not.limited to you might people I have.people would just write down all.equipment you might have people who.decide to write a very detailed.description and beyond again to go down.this honesty path it seems like I'm on.today it really also depends on who is.creating that collateral description.secured parties tend to have a rather.broad interpretation because they want.to make sure that they are protected and.they have priority and secured as best.they can a debtor is going to want that.cloud description or on average a debtor.will want that to be more narrow in.scope because they don't necessarily.want to over pledge any type of.collateral but again that flexibility is.built into the code and what really at.the end of the day your Co Alvis.description does not have to be.incredibly detailed you can make it.detailed you can attach documents to it.to make it more detailed you know you.know all assets included but not limited.to attachment a but again there is no.set requirement that that there is any.type of collateral description that's.required I should also point out guys.and I apologize to this that the the.three requirements are in 49 states New.Jersey does have a fourth requirement.and I do apologize I'm just going to go.back one slide so I'm sorry my apologies.this these three requirements New Jersey.has added some special language that.they require into their UCC documents.and certainly that's something that if.you need some additional information on.you.certainly reach out to CG or certainly.you can go to the New Jersey KOAT New.Jersey Secretary of State's website and.they do have some information there as.well that can help you but we can.certainly address that issue if you have.any questions on that fourth requirement.and it's actually just some special.language that New Jersey requires okay.so the next topic that we wanted to.discuss is what is and it is tied with.the exact debt or exact debtor name and.since 2013 this is the lay of the land.this is the rule of law that has been.adopted in all jurisdictions and that is.you must have the most recent charter.document in your possession and you must.use the name of the debtor as it appears.on that most recent charter document.okay there is no kind of exceptions to.that rule that is something that you.must have now that not that does not.mean it has to be a certified copy of.the organic public record but you have.to have the most recent one that also.means that if your client brings in.their initial filing document from 1972.and they've kept it in pristine.condition and it's never seen the light.of day and it's you know it's truly like.one of a kind that's great that's.fantastic I mean just demonstrates all.in order to know they are but the.reality of it is is that at the end of.the day that's still not the most recent.charter document it's not just because.it's the first doesn't mean it's the.right one you have to use the one that.they most initially file.most recently filed with the Secretary.of State all right the other thing that.is that bears in mind is if they you.can't use a substitute for the Charter.document that means certificates is a.good standing is probably the most.important is by the most common document.where people might be where people would.feel the tendency or the need or chance.to at least get the name of the of the.debtor from and that is not the same as.the organic public record the reason for.that is is that.every state in our beloved US of a.inputs the information that we send to.them you send to them anyone sends to.them into their system manually which is.a nice way of saying it they type it.into their system and if they by any way.shape or form key it into the system in.error that is going to show up on such.documents as the certificates of Good.Standing so it then if you go and use.the Certificate of Good Standing and.they have that keystroke error on there.you are now using a name that is not the.exact name of the debtor and therefore.you may run the risk of losing your.securitization your priority you're not.sending out the proper notice all those.requirements that are needed under code.so that is why you cannot rely on.anything any certificate of Good.Standing anything that's Dean compiled.data is not reliable so that is why you.need to have the most recent chartered.document in your position in your.possession excuse me and as we like to.say to a number of people when this.question does come up over and over.again going to the state's website and.hinty and hitting print screen is not.sufficient because again whatever is on.the state's website for the most part is.what they've typed into the system and.if they typed it in an error that.hitting print screen and using that.information is not reliable.so again just make sure you have in your.possession the most recent charter.documents and use the name of the debtor.as it appears on that most recent.charter document all right which leaves.us a polling question number one all.right Dan where I found two polling.question number one please answer these.first CLE credit it's answering the.pop-up box that just came up on your.screen not in the Q&A box that's.actually four questions for Dan that.will be he'll try to get to later on or.if not later on he'll answer them in a.letter email the first poll question is.which of these is not a requirement for.legal sufficiency on a you see.one filing number one name of the debtor.number two.name of the secured part number three.exact address of debtor number four an.indication of collateral again please.answer in the pop-up box that's come up.on your screen here and that question is.which of these is not a requirement for.legal sufficiency on a UCC one filing.number one name of the debtor.number two name of the secured part.number three exact address of a debtor.or number for an indication of.collateral and again please answer in.the pop-up box not in the Q&A box and.these have to be answered for Cle credit.it's our way of keeping track of we're.all listening to the wonderful.information that Dan is sharing with us.today I think we're kind of at an end.here dan I'm going to close the poll and.then I'm gonna push you the result and.you'll see them momentarily and you'll.see that we are at a strong 85 86.percent for exact address of debtor.exactly well thank you Victor and thank.you for people for paying attention.exactly no pun intended the exact.address of the debtor is not required.the only thing that is required to be.exact is the exact name of the debtor.the address of the debtor that it in it.that is not a requirement that you find.under the code right do you want to use.the exact address let's try to use them.the best address absolutely but it's not.a requirement of a proper UCC filing so.anyway thank you so much picture.okay so potholes along the ways are.we're moving on in our presentation and.building on that organic record concept.these are the things that you know from.our perch here and in lovely downtown.Chicago is something that not only.myself but the UCC team and I work with.very closely see quite a bit of and.versus ampersand plurality in terms of.the name of the debtor on the on the.filing doing business as formally known.as and as I like to refer to as the.prints problem punctuation spaces commas.and dashes even though there isn't even.though this case isn't listed on this.particular presentation I know they're.for those out there you may have heard.of a case out of Wisconsin known as the.double bubble case where punctuation.played a very important role in in.creating a ticket well a lack of.security on someone who put us who put.space between the period and the word.ink on their filing and in the state of.Wisconsin that created a problem and.that person lost some securitization.because of that so space does matter.guys space doesn't matter numbers again.not something from a biblical sense but.numbers I would say that this is.probably one of the leading candidates.right now for issues that we see just.keep this in mind when you have parties.or debtors I should say are.organizations where you have multiple.corporations with the same name and but.you're just the only thing that.differentiates them is the number like.Pineview one find you to Pineview 3 etc.etc etc understand that if you use you.spell out the letter the numbers in your.filings so you spell out 1 2 & 3 & 4 you.cannot then file using numbers if it.spelled out you must then have it filed.with it spelled out if you use the.numbers then you use the numbers on your.filing if you use Roman numerals you.then you use Roman.on your phones that it is not and I.can't stress this enough.interchangeable we see a lot of.scenarios unfortunately where there may.be you know Pineview one Pineview to.Pineview three that's all part of this.very large deal that's going on and two.of the three filings are okay but one.instance someone does spell out the.number as opposed to using the number.and you know unfortunately then when.they do their search results they can't.find their filings and that's because of.that that issue so it is something for.filers you have to keep in mind that you.have to look at that charter document.and make sure when especially when it.comes with these projects that if you're.using numbers or Roman numerals that you.again have to be exact.you cannot interchange numbers and.spelling and things along those lines.because you will lose your priority you.will lose your securitization and in.corporate ending or noise where's all.those are factors that we can't we have.to keep in mind when dealing with the.exact name of the debtor which gets us.to a few of our cases I think there are.all it's a good way of framing things as.a as a recovering attorney I always find.that cases they scared me when I was in.law school and they still scare me today.so this is a case out of Nebraska from a.few years ago and there's actually an.updated case that we will be adjusting.our slide presentations down the road to.reflect that new case which which is.very similar to what you see in front of.you yeah excuse me elbow grain and feed.comma incorporated the file name as they.use the ampersand and using Nebraska.specific search logic they could not.find this filing all right and then it.was the magic language under the code.which no one wants to see when it comes.to a dispute if if the courts or someone.starts using the word seriously.misleading then you're really in some.trouble and in this particular case the.Bankruptcy Court did say that this was.seriously misleading something that you.that we all try to keep P.a breast of is that the code requires.that it be that the filing be found.using that states specific search logic.and you will hear that bantered around.from time to time understand as we.already joked how the Uniform Commercial.Code isn't uniform again I hate to say.it but in this particular case that is.also true when it comes to search logic.the states do not all use the same.search logic twenty-five states use what.we call the standard search logic that.clearly means that twenty-five states do.not follow search logic the standard.search logic so what does that mean well.that means like in this particular case.which actually was 321 thousand dollars.worth of securitization so not a small.number by any stretch of the imagination.that this filing would have been okay in.Wisconsin because the and and the.ampersand are alike right but if you had.taken this to my home state of South.Dakota the and is like the ampersand but.the ampersand is not like the and so it.wouldn't have been fun all right so or.that would have been found in Illinois.you reverse that you know where the end.is like the an doesn't like the.ampersand but the ampersand is like an.so understand that the states are all.over the board on this so it does what.it boils down to is is that you use the.name as it exactly appears on their most.recent corporate documents and in this.case that was El Valle green and a and D.fee and it didn't matter even though.this argument was raised at the at the.dispute that this client this debtor.held themselves out with the ampersand.they had their checkbook with the.ampersand their signage everywhere on.the planet they were an ampersand except.on their charter documents in Lincoln.and unfortunately that's the standard.the standard is what is the name as it.appears on the most recent chartered.document and can the search logic of.that state.find your filing and because of Nebraska.search logic they couldn't find this.filing so they lost their priority okay.so again this is one of those cases that.can really scare people and it should.scare people and again get back to you.using the name as it exactly appears on.the charter document we have another.case this one out of Texas near and dear.to my heart because it deals with loader.tractors something I'm familiar with.growing up on a farm and in this.particular case they filed without the S.alright and so they use progressive.material comma limited and the name of a.name of the corporation in Texas with.progressive materials comma limits the.only thing that was different was the.plurality material the materials and so.the argument that was raised was is that.well everyone knows who we're talking.about there's no way that there could be.two companies that have an and this.similar it is clearly the same company.unfortunately that argument will never.win in a dispute like this because the.standard of always is can that states.search logic find that filing and in.this particular case Texas search logic.did not find this filing and therefore.was Dean seriously misleading and they.lost their priority so the secured party.went from being a secured creditor to an.unsecured creditor okay and so again it.just stresses the importance of making.sure that you use the name as it appears.on those on the charter documents.something I also like to bring out at.this point just very very briefly is is.that there's always a distinction.between your filing and your search.requirements you know I know that for.some people you might be sitting there.going well when I search I get way more.information than just the exact name of.the debtor and understand that they are.two different realms when you're filing.you have to be 100% accurate and.therefore that's why.the search logic of each state is so.important why the Charter document is so.important in that and along those lines.when you're searching you really.actually do want to cast your net ride.for a number of different reasons but.one of the biggest reasons is simply.that a lot of what we're talking about.here everything we've been talking about.here so far has dealt with consensual.agreements between parties you do you.basically the handshake in the agreement.in a lot of areas where it's.non-consensual such as state actions or.any type of litigation understand that.parties are not required to follow the.rules or revise article 9 so they can.use old names nicknames you're formerly.known as names and those judgments and.those liens are still enforceable so.when you do a search of the record.that's I just don't I just want to make.that clear is that you your standards.are very different than when we're.talking about filing a UCC one because.in the end when it comes to filing you.really have to think of it kind of like.mockingjay so to speak conker games.where you're using your bow and arrow.you have to be very exact and very.accurate on your filings whereas with.your searching you look like I said cast.a very broad net right now we're going.to switch gears a little bit and then we.talked about UCC ones and now we're.going to switch to UCC three before I do.just a very quick note to that there are.some additional cases out there on the.UCC one using the exact name if anyone.is interested certainly just pop a.question and we can always provide you.that additional information it's always.kind of surprises me to this to this day.how many UCC ones do get filed in error.it is it's you think it wouldn't be a.very high number but surprisingly the.number is pretty significant especially.in states like Delaware Nevada where you.have a lot of key UCC filings there the.error rate is of using the wrong name is.still it's still too high and a lot of.people's opinion so now we're talking.about UCC threes.and why do you file at UCC three well.UCC threes while UCC ones have one.purpose and that is to get on the record.to let the world know here's the parties.here's the collateral you know it has a.very limited scope and important scope.but a very limited scope a UCC three is.kind of like the Swiss Army knife of.documents while the one has one purpose.the three has has many purposes has.several different purposes that you can.utilize it for these filings may be used.to record changes in collateral debtors.or security parties names or correct.errors in the original filing they can.also be used to terminate they can also.be used to amend or to assign rights so.I mean again a UCC 3 is very flexible.right it it's meant to be pliable think.of it as for those of us that are of a.certain age could think of it as.play-doh.it's very stretchable it's meant to be.stretchable and meant to be used in a.lot of different capacities and a lot of.different forms all right the most.common types of UCC 3 and I think it's.this slide doesn't surprise anybody or.shock or anybody is the biggest one is.terminations I mean the obligations have.been met the debtors are going to be.discharged from their obligations as a.secured party so there needs to be a UCC.three file to terminate the rights.between the consensual agreement between.the secured party and the debtor or.multiple secured parties and multiple.debtors a continuation comes in next.which is just the opposite of a.termination in the sense that you're.continuing it on after the allotted.first five years now you're needing to.continue it for another five years.so you file a UCC 3 to continue that.that continuation has to occur within.the six months prior to the lab state or.termination date and then the other is.an assignment which speaks for itself.which is one of the parties most notably.the secured party is assigning their.interest or rights to another secured.party and you need to file that in the.system to maintain that that chain of.title and that priority and that.priority date in a way so.those are your three most common that.doesn't mean that there aren't other.things that you can do such as restating.collateral and things of that nature.but those are certainly the big the.three biggest ones and as we said other.amendments include the leading adding or.changing a debtor the leading adding or.changing the secured party and I said or.resigning restating or assigning.collateral all those like I said can.happen under UCC 3 and that's why again.why it is such a flexible document it.can be used for so many different things.and so therefore checking the right box.and making sure that you're doing.exactly what you're intending to do.becomes very important when you're.filing a UCC 3 UCC 3 basics I think.again some of this applies.self-explanatory but just bears.repeating strongly recommend 1 change.perform there are some jurisdictions out.there where they have a rule that states.they will only file at UCC 3 with one.change and that they will read that they.will not file but house multiple UCC.multiple changes or activities on one.document so all of keeps out of mine the.other thing that you also have to keep.in a month in mind on that is that if.you're trying to do think multiple.things on a UCC 3 the clerk might only.record one or two of them again you're.left to what the clerk might be doing so.understand that that's why you really.want to keep it to one change perform.one because the state may only have a.rule that says we only will do 1 & 2 you.have no guarantee that the clerk is.going to do record everything the way.you have it set up properly so again.it's just easier to do one change per.UCC 3 right pay attention to secured.party's for terminations again that.stems a little bit from the GM case.decided a few years ago again it comes.back to who has the authority to.terminate I think is a very very.important role an important question and.factor in you know UCC terminations in.UCC 3s.you see Siwon not properly amended along.the way again that becomes an issue as.you can imagine and then who can file.under 5 again 9 509 it gets back to some.of those questions that we already have.been discussing in terms of the proper.parties who and whose responsibility is.for what mm-hmm oh well okay okay well.okay Amanda noise words I'll answer that.question really quick to go back to UCC.earlier those I mentioned the word noise.words noise words are the best way I can.describe that is it's a series of very.common words that are used in the names.of corporations and LLC's think of it as.Inc LLC I mean words such as that or.abbreviations such as that things that.are tagged on the name of a tag on.usually at the end of a corporate name.so those are considered noise words.there is a standard set of noise words.that are set out by an accusal and Ayaka.again just be ready for this for this.next statement does each state have the.same set of noise words no they do not.Delaware has a set but that does not.mean a Delaware set of noise words is.the same as Illinois or California or.Nevada so always keep that in mind in.each state's set of noise words is.different noise words typically are.removed from the debt the debtors name.when us when search logic is being.applied so search solenoids words drop.off right so you can understand that if.the state has one noise word like say.Delaware has a noise word like brothers.okay but and so if you have something.that's called liest brothers with.something something the word brothers.falls off that's very different that if.in the state of Wisconsin if.isn't a noise word and so therefore it.stays so that's what we mean by noise.words is is that it's a set of words or.abbreviations that a state will remove.from from consideration when determining.what the exact name is of the debtor I.hope that answers that question if not.we can certainly fill that in later on.but that's what a noise word is and.again each day has their own set of.noise words so getting back to to the.flow of the presentation again I.appreciate the crutches a really good.question and certainly I hope I.addressed it and if not we'll we'll.cover it down the road is and these are.some examples that we see and all the.examples that you're going to be seeing.over the next few slides are things that.we've been encountered here at the UC.with the UCC team right so we have.first-hand knowledge continuation is.accepted and filed by a jurisdiction.when the authorizing party is not the.secured party listed on the UCC one okay.understand that the code does allow for.a person who is not the secured party to.file a UCC one or UCC three and and.therefore it's called author right and.if you look at the code it says this and.then all states adopted this proportion.it's a secured party or authorizing.party and that's the key word there is.authorizing party and so just to keep.this in mind that if a clerk rejects a.filing saying that we'll wait you're not.the secured party you're I mean if this.geared party is Dan ink but the person.whose name is on the UCC one is you know.Bob Wyeth's.or something along those lines.understand that the UCC code does not.require that be the name of the secured.party can be an authorized person filing.that UCC one.and so therefore if a clerk rejects that.they are actually rejecting an error.right we do see that coming up more and.more frequently where secured parties.are trying to make it a little more.difficult for people to find out who.they have a secured agreement with and.so therefore they're going to be going.to like a third party to file their UCC.ones and understand that is permitted as.long as they have the authority to do so.in agreement between the parties they.can certainly do that so understand that.in those scenarios where a state comes.back and says well you're not the.security you're not this listed secured.party again if you're an authorized.party to do it you can file the UCC 1 or.UCC 3 and you should be fine.can a debtor authorize an amendment and.again this is a scenario where there was.a where the debtor is listed as an.authorizing party on the amendment.however the secured party and you can.see from the facts for the most part the.answer is debtors have very limited.abilities to amend or change a UCC.document most of the time most of the.time not all the time but most of the.time is you can understand why the.secured party is the party who has the.ability to change or amend a UCC through.UCC one with fine at UCC 3 you don't.necessarily want your debtor going in.there and terminating a bunch of UCC.series are assigning UCC 3 because they.don't necessarily have the right to do.so now there are circumstances certainly.with Restatement of collateral and.things along those lines if the parties.have made an agreement where the debtor.can go ahead and do that then certainly.the debtor can do that but again that's.been an agreement that's been reached by.the parties right where the debtor is.where the secured party says yeah that's.fine go ahead all right one of the few.places where a debtor can under the code.file a document is in a scenario where a.secured party has not yet terminate.the UCC 3 or UCC 1 all obligations have.been met.they've sent the notice to the secured.party to terminate the secured party has.yet to file the UCC 3 and after a.certain statutory period of time the.debtor can then go onto the record and.file a termination enter and and.therefore cancel out the UCC one but.like I said it is not the rule it is the.exception to say that the debtor can.file a UCC 3 the in vast majority of.time is only the you see only the.secured party can be filing a UCC one or.you exclude the UCC 3 on their UCC one.and as I said for very obvious reasons.and I think it's almost self-explanatory.on that front.which gets just a polling question.number two oh okay then thank you so.much Ryan to polling question number two.again these are for CLE credit please.answer in the pop-up we just came up on.your screen not in the Q&A box which is.for questions for Dan and the polling.question number two is how many changes.is a party permitted to make per you cd3.filing number one for number two one.number three to number four three a.little tricky here polling question.number do in the pop-up box how many.changes is a party permitted to make per.UCC three filing number one the choices.for changes number two one change only.perhaps - number three - changes and.number four is three changes just give.everybody a minute more just to give.their shot here please enter the changes.not the actual number so it's a little.odd okay last chance how many changes to.is a party permitted to make per UCC.refiling number one for number two one.number three - and number four three all.right I'm gonna close the poll and then.I'm gonna push you the result stand and.you'll see them momentarily.and we seem to have a large.preponderance once again and we are at.number two one about 80 percent think.that that is correct.you're only permitted in in some in most.jurisdictions are there are some.exceptions but most jurisdictions most.jurisdictions the requirement is is that.you can only file one change per UCC.three and so that's why we always.recommend to people that you follow that.rule and that you file one change per.UCC three and again in those.jurisdictions where they may permit some.type of filing of multiple changes on a.UCC three understand that the clerk may.not file it properly and they may only.filed under one of the changes and not.two of the changes under both the.changes so you always keep that in mind.when doing that and that's why we always.strongly recommend that you file one per.UCC one change for UCC three all right.so moving on missing exhibits right this.we and this comes up frequently again we.had this was a case that was out of.Indiana again where there was missing.they would say attach exhibit a however.there was an exhibit B and they forgot.to include exhibit you know exhibit a.how do you get around getting this on.the record do I file an amendment do I.need to restate it now this hypothetical.guys again you know I know that you're.probably starting and there's probably.like a nationwide groan here and I.apologize is that you know as much as.we're looking for certainty under the.code and in a lot of cases the code is.just that it does have an answer it's.you know it's a rather boring set of.rules and regulations but it's but it's.voluminous and in many cases there is an.answer may take a while to find it but.there is an answer but in but on.scenarios like the one that you see in.front of you you know like there are a.couple of ways to attach to attack this.and again it may depend on that.particular States.and that's particular states where they.adopted a UCC code what our thoughts.were or one of the examples that we've.seen here and here and on a scenario.like this Restatement is the best option.you know adding collateral clearly.indicates the Clairol with not part of.the original secured to correct its.collateral if you restate at least an.argument could be made that the cloud.description is consistent and so it does.make sense but we also want to bring out.and again you know it's sort of like the.old joke that you only want to have a.one-armed economist because economists.tend disabled on the other hand but here.we go.here's where you can use a lot you have.a counter argument which carries some.weight which is if the collateral box on.the original UCC gave an indication of.collateral then there might not mean.right not me a need to do anything at.all the exhibits would only be needed if.requested by another interested party so.there's another way of looking at that.so if you check the box because again.the argument that you always make or one.of the key arguments is you've been put.on notice that there is an agreement.between these two parties over an asset.or these assets it is the duty of the of.the of the party doing the investigating.to go and reach office to the secured.party and collect that data there's no.real requirement out there that the.secured party lists everything there's.nothing in the code that says the.secured party has to list everything in.great specificity on that UCC so that's.the that's the argument one of the.arguments out there is like hey you got.noticed it was your duty to collect to.then make the next step and make that.call so again the old argument six one.way half to open the other applies to.this one right.termination filed on a UCC with multiple.debtors termination with multiple.secured parties this is something that.we do see quite a bit of there's a lot.of pros and cons to it and we could we.could speak a lot on this topic.if a UCC has multiple debtors and a.secured party terminates is it effective.against in this case all three debtors.and the answer is yes when this when the.authorized secured party files a.termination statement they are.terminating their interest in all.collateral and against all interested.debtors so again it's not just one it's.everybody okay now then but then let's.say if the roles change and you have.multiple secured parties what happens.under nine 509 II which makes it very.clear that each secured party of record.is entitled to authorize and file right.so if one party terminates that does not.mean that the other parties are.terminating right now if there is an.agreement between the secured party's.that gives authorization to those other.parties to one party in particular to.act as for a lack of a better term their.agent again that may exist but again.look and as therefore would require some.due diligence and digging and finding.out if such an agreement exists but the.code is very clear that one secured.party if they terminate they're not.speaking unless like I said unless.there's an agreement that says otherwise.they're only speaking for themselves.they're not speaking for the other.secured parties right and keep in mind.that this is one of the reasons why a.number of people do not like seeing.multiple parties on a especially secured.parties on one UCC document because it.does tend to add a lot of confusion it.does add a lot of questions especially.when one of secured parties assigns.their rights and they listed as a full.assignment you know because they're.assigning all their rights to a new.party and sometimes the state will.record that as a full assignment and if.you just do a quick search of the.state's website the second six.maybe in that case of second and third.the other secured parties no longer show.up at least on that initial you know.screen and they freak out and like oh my.god what happened we did we get.terminated who do put you know than me.and you have that major meltdown and so.again anyone who is you know practiced.in this field for any significant period.of time I'm sure that that issue has.popped up from at least once and like we.always tell people is that if you have.the ability to file a UCC / secured.party that is a good a good activity to.follow or a good concept to follow we.know that you can't fall all the time in.case especially if the if the parties.are insisting on being on one document.but I you know everything that you save.on the front end with filing on one.document you tend to lose especially.like when you're dealing with an.assignment and and then all the issues.develop and you reach out and talk to.the attorneys and the attorneys get.involved in billable hours and all that.stuff so always keep keep that in mind.all right okay and just to let you know.guys I know that we're getting a number.of questions and Thank You Amanda for.pointing it out we will do our best to.answer all those questions either at the.end or we will fire off answers to you.down the road so you know rest assured.we will answer your questions for you.okay now this happens a ton of times and.I'll try to speed it along a little bit.I I apologize Amanda and everybody on.you know works with me you know I tend.to you know lawyers we love to talk I.apologize this is the I'm sure all of.you have experienced this fact scenario.secured party terminates in year three.then in year four someone files a.continuation or some other type of.document then you know year five comes.along and then down the road someone's.doing some due diligence and they pull.all the records they do their search and.they discover this continuation or this.amendment or whatever maybe let's just.use it let's just use the continuation.or something along those lines and.everyone starts having you know again.have as having a meltdown and the.question always becomes wait a minute.this thing's been terminated why is the.state still putting anything on the.record well understand that the state by.law by the code is required to keep the.the the UCC open so to speak for that.five year period of the UCC right so.even though it was terminated on the.record so to speak it's still active.until that five year period so the state.is always going to take a document such.as a continuation or an amendment or.anything along those lines even after.that termination has been filed up until.that last date right that does not mean.however that it has somehow.reinvigorated or brought that UCC back.to life if it was terminated and.terminated properly by the right parties.it is terminated it is dead it's gone.right it is not Lazarus it's not coming.back all right but it just creates a lot.of problems if if this if this happens.and in a lot of scenarios this is.happening because we have a lot of.automated systems out there where.someone really isn't necessarily looking.at the record as maybe as closely as you.would like them to and they just hit the.button to auto continue or they just hit.the button to auto amend or something.and they're not looking at that prior.termination what it causes for a lot of.people though is you have to go back.look at that termination and make sure.that the terminating party had the.authority to terminate if the secured.party or the party who terminated had.the authority and you can show that that.is truly the end of the argument there.is no the fact that there may be.multiple amendments and continuations.after that termination is pointless it's.meaningless right.so again does it happen oh yes does it.happen frequently sadly more than we.care to admit but understand that in.that when we're dealing with a scenario.like this it is very important to make.sure that when you look at that.termination that the party tour mediant.had the authority and if they did then.that's the end of the argument current.trends what gets us a polling question.through alright we're in a polling.question number three here down thank.you so much please answer in the pop-up.box just came up on your screen and the.question is can a secured party.terminate to multiple debtors on the.same UCC overnight you usually see one.filing with just one UCC termination I'm.sorry about a bit of a typo there let's.try that again.can a secured party terminate multiple.debtors on the same UCC one filing with.just one UCC termination the answer is.our number one yes number two no number.three yes if given written permission by.all the debtors number four yes but only.if they are still the original secured.party and the end please ends in the.pop-up box that came up on your screen.this is for Cle credit you do need to.answer these in order to receive CLE.credit and polling question number three.is once again can a secured party.terminate multiple debtors on the same.UCC one filing with just one seat UCC.termination number one yes and number.two no number three yes it's given.written permission by all the debtors.and number four yes but only if they are.still the original secured party and I.think most of people have come to.answering the questions here and I'm.gonna be closing the poll and I'll be.sending you the results momentarily and.again we seem to have a strong showing.for one of the choices here and that.choice you will see in a moment is oh is.it whole details here we are I'm going.to push the results here they come you.see we have 60% for yes 14% for no and.the other two are split about twelve.thirteen percent and Thank You Victor.and the answer is yes if you multiple a.debtor a secured party can file a.termination against multiple debtors.there does not need to be any sort of.written requirement and all or nor does.it need to be the original secured party.they can certainly do that that is it is.a given so so for those of answering yes.congratulations congratulations current.trends GM case document review and I'll.try to I know we're running out of time.so I'm going to do my best to speed.along I do apologize for prowling on a.little bit the GM case still resonates.with a lot of people for those who are.not familiar with a GM was going through.their bankruptcy and there was an issue.regarding a UCC three termination that.wasn't supposed to be a file but it was.filed there was only supposed to be two.file and instead three were filed that.third termination though was a doozy it.terminated 1.5 billion dollars worth of.collateral between the secured party and.GM and so as you can imagine that.created quite the firestorm a few years.ago and what this case stood for and it.went through the Delaware now I went.through bankruptcy court but it also.went through the Delaware Supreme Court.on a couple of different legal issues.and the Delaware Supreme Court came in.and answered some of these questions.much to the charging of the secured.party because the secured party lost in.this case the secured because what.happened in this scenario very quickly.guys.GM's counsel was given the permission by.the secured party's counsel to file the.UCC three such as file determinations.and there was multiple exchanges of.emails.there was actually a closing where the.parties looked at the documents and no.one caught the fact that there were.three documents and there was only.supposed to be two and and even though.the argument by secured council was.excusable neglect and which is one of.the one of the provisions under the code.the the court held otherwise and the.court held in expanding the definition.of a parent Authority ruled that in this.particular case the secured party was.bound by the actions of their law firm.who had given the permission to GM's.counsel to file these documents so.understand that it was a scenario that.especially because of its size this.party went from being you know in very.great position in the GM bankruptcy to.being deemed an unsecured creditor for.1.5 billion it was a huge huge case and.under UCC it really shook a lot of.people to their foundation and so it was.one of those things that you know we all.want to keep in mind that and again it.turns on a lot of different issues here.in terms of who is reviewing those.documents who has the authority to.terminate all these questions have now.really bubbled up and a lot of law firms.have addressed them so now we're.actually getting to some of the polling.questions regards of the co e and I.think I'll be turning those over to.Amanda and Victor I want to thank.everybody for taking the time today I.know that we have a lot of questions out.there that we have to answer and we will.do our level best to do that.if just really quickly if you guys are.interested in that GM case we do have a.couple of white papers written on that.case and the fallout from that case.written by an incredibly gifted and.intelligent person who happens to be.talking to you right now and so you're.more than welcome if you're interested.in such a document we can get those to.you but without that I really do.appreciate your time and I'll turn the.polling questions over to Amanda and.

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Ucc1ad Initial Addendum State Of Michigan Michigan FAQs

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How is the financial aid for out of staters at the University of Michigan?

It is notoriously hard to receive financial aid as an out of state student, at UM. They are very picky, and will dissect financial records. If you appear to be in dire need, then I'm confident your request will be granted, but not if you are on the edge.

How does Michigan State University’s honors program compare to the University Of Michigan?

I attended MSU in the late-70s. My father earned his PhD at MSU & there was never any question that my sister and I would go there as well. (In other words, I was trained from an early age not to value what was perceived as “prestige” or “image” but rather focus on the value of the education. I’m sure UofM is a wonderful school full of smart people… just like MSU…) All that being said neither of the other two writers spent much energy addressing the original question about the relative value of the two schools’ honors programs. For what it’s worth, I was 4.0 co-valedictorian in high school with Continue Reading

Could the Upper Peninsula of Michigan form its own state, like how Maine did?

This is a much debated topic in Michigan, or at least in the northern part where I am. In my opinion, the U.P could not separate from the lower part because it receives a lot of funding from the lower part. Another problem would be the U.P’s population. If it were to separate, it would have a population of only 320,000, less than 50% of Alaska’s population. Also, the construction of the bridge has now provided a direct connection to the rest of the state.

How will the passage of "right to work" measures in Michigan affect the state economy?

It's not clear yet what kind of impact the new legislation will have, particularly given the structural problems associated with Michigan (state)'s heavily manufacturing-based economy. There's no question that "Right to Work" laws, by design, weaken Labor Unions' influence. But how unions' influence impacts workers is a narrower question than how the new law will affect the state's economy. Unions have many impacts on workers, including maintaining strong protections for incumbents and accompanying hostility to new entrants. While it might be true that average wages in right-to-work states go do Continue Reading

How did University of Michigan vote for Michigan State to join the Big Ten?

MichiganState joined in1949. Don’t judge a vote in1949 by whatever is going on today. The Big ten had just lost the ipuniversity of Chicago. Geographically MSU was an excellent fit and had established rivalries with some of the teams.

What is UCC filing?

Check your records at aarc-people-search.com Take a look at what employers, people you know, and just about anybody may lookup regarding you. Research reports consist of general public, courtroom, police arrest, felony, essential, and various other documents. Public Records: What is a UCC filing? The Uniform Commercial Code (UCC) is one of a number of acts designed to regulate commercial transactions within the United States and primarily deals with transactions involving personal property. UCC filings generally include documents such as financing statements, security instruments, and federal t Continue Reading

Does an online retailer based in Michigan have to collect and pay Michigan sales tax on customer purchases made out of state?

Out of state purchases made via the internet are typically the buyers responsibility to report to their state of residence. Known as “use tax”, those purchases are reported on a quarterly, monthly or yearly basis by the consumer. So no, you don’t collect and pay Michigan sales tax on those orders.

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