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November 22, 1988 

Honorable Jack M. Rains 

Secretary of State 

P. 0. Box 12697 

Austin, Texas 78711 

Opinion No. JM-984 

Re: Whether a filing with the 

Secretary of State is necessary 

to perfect a security interest 

in manufactured housing held as 

inventory (RQ-1469) 

Dear Mr. Rains: 

You ask whether a filing with the Secretary of State's 

office pursuant to chapter 9 of the Texas Business and 

Commerce Code (UCC) is necessary to perfect a security 

interest in manufactured housing held by the financer as 

inventory. 

You direct our attention to a possible conflict in 

article 5221f, V.T.C.S., (the Texas Manufactured Housing 

Standards Act) and section 9.302 of the Business and 

Commerce Code relative to the perfection of security 

interests in manufactured housing. 

Section 19(i) of article 5221f, Acts 1981, 67th 

Legislature, page 3088, chapter 815, section 4, effective 

August 31, 1981, provides: 

A lien on the manufactured homes in the 

inventory is perfected by filing a security 

agreement with the department [Texas Department of Labor and Standards] in a form that 

contains the information the department 

requires. 

Section 19(n) of article 5221f states: 

(n) The express provisions of this 

article supersede any conflicting provisions 

of the Business & Commerce Code: otherwise, 

the provisions of the Business & Commerce 

Code apply to transactions relating to 

manufactured housing. 

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Honorable Jack M. Rains - Page 2 (JM-984) 

Section 9.302(c) of the Business and Commerce Code, as 

amended by Acts 1983, 68th Legislature, chapter 290, section 

8, page 1533, effective August 28, 1983, provides that the 

filing of a financing statement otherwise required by this 

chapter is not necessary or effective to perfect a security 

interest in property. subject to 

(2) the following statutes of this 

state . . . the Texas Manufactured Housing 

Standards Act, as amended (Article 5221f, 

Vernon's Texas Civil Statutes): but durinq 

Y veriod in 

iild for 

which collateral is inventorv 

sale bv a verson who is in the 

business of sellinu soods of that kind, the 

filins vrovisions of this Chavter (Subchavter 

D) avvlv to a security interest in that 

collateral created bv him as debtor: or 

Subchavter A. Chavter 35, Title 4. Business & 

Commerce Code, relatins to utility securitv 

instruments. (Emphasis added.) 

Section 9.401 of the Business and Commerce Code 

requires filing with the county clerk to perfect a security 

interest where certain specified items constitute the 

collateral. This section also contains a general provision 

requiring that the filing "in all other cases" be with the 

Secretary of State. It is the latter provision that applies 

to the instant scenario. 

Section 18 of article 5221f as amended bv Acts 1987, 

70th Lecrislature, chapter 1134, page 3888, effective June 

18, 1987, provides: 

(b) A violation of any of the provisions 

of this article is a deceptive trade practice 

in addition to those set forth in Section 

17.50, Business & Commerce Code. The vrovisions of all laws. varts of laws, ordinances, rules or resulations which are in 

conflict with any of the vrovisions of this 

article are suverseded and oreemoted to the 

extent of such conflict. (Emphasis added.) 

Where laws deal with the same subject matter they 

should be harmonized and construed together as though they 

were parts of the same law. Gordon v. Lake, 356 S.W.Zd 138 

(Tex. 1962). When statutes are inconsistent and irreconcilable they both cannot stand at the same time. In the 

event of such conflict, the later expression of legislative 

intent controls and, to that extent repeals the earlier 

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. 

Honorable Jack M. Rains - Page 3 (JM-984) 

statute. State v. Easley, 404 S.W.Zd 296 

Shultz v. State, 696 S.W.Zd 126 (Tex. APP. - 

writ ref'd n.r.e.). 

(Tex. 1966 ): 

Dallas 198 5, 

Section 18 of article 5221f as amended by the 70th 

Legislature is the latest enactment germane to your 

question. Since it provides that any laws "which are in 

conflict with any provisions of this article [article 5221f] 

are superseded and preempted to the extent of such 

conflict," it follows that the provisions of article 5221 

control. Thus, a lien on manufactured homes in the 

inventory is perfected by filing the security agreement with 

the Texas Department of Labor and Standards. 

SUMMARY 

A filing with the Secretary of State is 

not necessary to perfect a security interest 

in manufactured housing held by the financer 

as inventory. 

JIM MATTOX 

Attorney General of Texas 

MARY XELLER 

First Assistant Attorney General 

LOU MCCREARY 

Executive Assistant Attorney General 

JUDGE ZOLLIE STEAXLEY 

Special Assistant Attorney General 

RICK GILPIN 

Chairman, Opinion Committee 

Prepared by Tom G. Davis 

Assistant Attorney General 

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