Guide
UCC-3 termination and other UCC-3 amendments
A UCC-3 is the form used to change a UCC-1 financing statement after it's filed. A termination ends the filing's effect, a continuation extends it for five more years, an assignment moves it to a new secured party, and an amendment adds or removes collateral or parties. Each is filed with the same state office and appears in the filing's history.
The four kinds of UCC-3
| UCC-3 | What it does | UCC section |
|---|---|---|
| Termination | Ends the financing statement's effect, usually after the debt is paid. | § 9-513 |
| Continuation | Extends the filing five more years; only valid in the six months before it lapses. | § 9-515(d), (e) |
| Assignment | Names a new secured party, for example when a loan or advance is sold. | § 9-514 |
| Amendment | Adds or removes collateral, debtors or secured parties, or corrects a name or address. | § 9-512 |
Termination
A termination statement says the financing statement is no longer effective, and once it's filed the filing stops giving notice of the security interest (UCC § 9-513(d)). Lenders file one when the debt is paid; for a business debt, the secured party must file it or send it to the debtor within 20 days of a signed demand once nothing is owed and no further lending is committed (§ 9-513(c)).
A terminated filing stays in the state's index, marked terminated, until at least a year after its original lapse date (§ 9-519(g)). The step-by-step, including what to do when a lender won't file, is in how to remove a UCC lien.
Continuation
Because a financing statement lapses after five years (UCC § 9-515(a)), a lender with a longer relationship files a continuation to keep it alive. The timing is strict: it only counts if filed within six months before the lapse date (§ 9-515(d)). A continuation filed earlier is ineffective, and one filed after the lapse is too late; the lender would need a new UCC-1, which gives it a new, later place in line.
In a search, a filing from 2015 that is still active usually has one or more continuations in its history.
Assignment
An assignment replaces or adds a secured party of record (UCC § 9-514). It's how a filing follows a loan or a merchant cash advance that's sold to another company. In a search, the original lender then shows as a former party and the new one as current.
A run of recent assignments can mean positions are being sold or refinanced, which is worth a look in underwriting.
Amendments to names and collateral
An amendment can add or release collateral, add or delete a debtor or secured party, or fix a name or address (UCC § 9-512). Name changes matter: if the debtor's name changes so much that a search under the new name wouldn't find the filing, the filing doesn't cover collateral the debtor acquires more than four months after the change unless the lender amends it (§ 9-507(c)).
Who may file a UCC-3
Normally only the secured party of record may file a UCC-3 (UCC § 9-509(d)(1)). The exception is a termination the lender should have filed and didn't: after a proper demand, the debtor may file it, as long as it says the debtor authorized it (§ 9-509(d)(2)).
Clerkfield shows every UCC-3 in a filing's history with its type and date, so a search tells you whether a lien was continued, assigned or terminated. How Clerkfield's lien search works.
General information about the Uniform Commercial Code as adopted across U.S. states, not legal advice. State versions can differ in details; for a specific filing, ask a lawyer in the state where it was filed.