2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 9 - Secured Transactions › Part 5 - FILING › Subpart 1 - FILING OFFICE; CONTENTS ANDEFFECTIVENESS OF FINANCING STATEMENT › Section 55-9-503 - Name of debtor and secured party.

(a) A financing statement sufficiently provides the name of the debtor:
(1) except as otherwise provided in Paragraph (3) of this section, if the debtor is a registered organization or the collateral is held in a trust that is a registered organization, only if the financing statement provides the name that is stated to be the registered organization's name on the public organic record most recently filed with or issued or enacted by the registered organization's jurisdiction of organization that purports to state, amend or restate the registered organization's name;
(2) subject to Subsection (f) of this section, if the collateral is being administered by the personal representative of a decedent, only if the financing statement provides, as the name of the debtor, the name of the decedent and, in a separate part of the financing statement, indicates that the collateral is being administered by a personal representative;
(3) if the collateral is held in a trust that is not a registered organization, only if the financing statement:
(A) provides, as the name of the debtor:
(i) if the organic record of the trust specifies a name for the trust, the name specified; or
(ii) if the organic record of the trust does not specify a name for the trust, the name of the settlor or testator; and
(B) in a separate part of the financing statement:
(i) if the name is provided in accordance with Subparagraph (A)(i) of this paragraph, indicates that the collateral is held in a trust; or
(ii) if the name is provided in accordance with Subparagraph (A)(ii) of this paragraph, provides additional information sufficient to distinguish the trust from other trusts having one or more of the same settlors or the same testator and indicates that the collateral is held in a trust, unless the additional information so indicates;
(4) subject to Subsection (g) of this section, if the debtor is an individual to whom this state has issued a driver's license that has not expired, only if the financing statement provides the name of the individual indicated on the driver's license;
(5) if the debtor is an individual to whom Paragraph (4) of this subsection does not apply, only if the financing statement provides the individual name of the debtor or the surname and first personal name of the debtor; and
(6) in other cases:
(A) if the debtor has a name, only if the financing statement provides the organizational name of the debtor; and
(B) if the debtor does not have a name, only if it provides the names of the partners, members, associates or other persons comprising the debtor in a manner such that each name provided would be sufficient if the person named were the debtor.
(b) A financing statement that provides the name of the debtor in accordance with Subsection (a) of this section is not rendered ineffective by the absence of:
(1) a trade name or other name of the debtor; or
(2) unless required under Subparagraph (B) of Paragraph (6) of Subsection (a) of this section, names of partners, members, associates or other persons comprising the debtor.
(c) A financing statement that provides only the debtor's trade name does not sufficiently provide the name of the debtor.
(d) Failure to indicate the representative capacity of a secured party or representative of a secured party does not affect the sufficiency of a financing statement.
(e) A financing statement may provide the name of more than one debtor and the name of more than one secured party.
(f) The name of the decedent indicated on the order appointing the personal representative of the decedent issued by the court having jurisdiction over the collateral is sufficient as the name of the decedent under Paragraph (2) of Subsection (a) of this section.
(g) If this state has issued to an individual more than one driver's license of a kind described in Paragraph (4) of Subsection (a) of this section, the one that was issued most recently is the one to which Paragraph (4) of Subsection (a) of this section refers.
(h) As used in this section, "name of the settlor or testator" means:
(1) if the settlor is a registered organization, the name that is stated to be the settlor's name on the public organic record most recently filed with or issued or enacted by the settlor's jurisdiction of organization that purports to state, amend or restate the settlor's name; or
(2) in other cases, the name of the settlor or testator indicated in the trust's organic record.
History:
1978 Comp., § 55-9-503, enacted by Laws 2001, ch. 139, § 74; 2013, ch. 137, § 13.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
1. Source. Subsections (a)(4)(A), (b), and (c) derive from former section 9-402(7); otherwise, new.
2. Debtor's Name. The requirement that a financing statement provide the debtor's name is particularly important. Financing statements are indexed under the name of the debtor, and those who wish to find financing statements search for them under the debtor's name. Subsection (a) explains what the debtor's name is for purposes of a financing statement.
a. Registered Organizations. As a general matter, if the debtor is a "registered organization" (defined in Section 9-102 [55-9-102 NMSA 1978] so as to ordinarily include corporations, limited partnerships, limited liability companies, and statutory trusts), then the debtor's name is the name shown on the "public organic record" of the debtor's "jurisdiction of organization" (both also defined in Section 9-102).
b. Collateral Held in a Trust. When a financing statement covers collateral that is held in a trust that is a registered organization, subsection (a)(1) governs the name of the debtor. If, however, the collateral is held in a trust that is not a registered organization, subsection (a)(3) applies. (As used in this Article, collateral "held in a trust" includes collateral as to which the trust is the debtor as well as collateral as to which the trustee is the debtor.) This subsection adopts a convention that generally results in the name of the trust or the name of the trust's settlor being provided as the name of the debtor on the financing statement, even if, as typically is the case with common-law trusts, the "debtor" (defined in Section 9-102 [55-9-102 NMSA 1978]) is a trustee acting with respect to the collateral. This convention provides more accurate information and eases the burden for searchers, who otherwise would have difficulty with respect to debtor trustees that are large financial institutions.
More specifically, if a trust's organic record specifies a name for the trust, subsection (a)(3) requires the financing statement to provide, as the name of the debtor, the name for the trust specified in the organic record. In addition, the financing statement must indicate, in a separate part of the financing statement, that the collateral is held in a trust.
If the organic record of the trust does not specify a name for the trust, the name required for the financing statement is the name of the settlor or, in the case of a testamentary trust, the testator, in each case as determined under subsection (h). In addition, the financing statement must provide sufficient additional information to distinguish the trust from other trusts having one or more of the same settlors or the same testator. In many cases an indication of the date on which the trust was settled will satisfy this requirement. If neither the name nor the additional information indicates that the collateral is held in a trust, the financing statement must indicate that fact, but not as part of the debtor's name.
Neither the indication that the collateral is held in a trust nor the additional information that distinguishes the trust from other trusts having one or more of the same settlors or the same testator is part of the debtor's name. Nevertheless, a financing statement that fails to provide, in a separate part of the financing statement, any required indication or additional information does not sufficiently provide the name of the debtor under Sections 9-502(a) and 9-503(a)(3) [55-9-502(a) and 55-9-503(a) NMSA 1978], does not "substantially satisfy[ ] the requirements" of Part 5 within the meaning of Section 9-506(a) [55-9-506(a) NMSA 1978], and so is ineffective.
c. Collateral Administered by a Personal Representative. Subsection (a)(2) deals with collateral that is being administered by an executor, administrator, or other personal representative of a decedent. Even if, as often is the case, the representative is the "debtor" (defined in Section 9-102 [55-9-102 NMSA 1978]), the financing statement must provide the name of the decedent as the name of the debtor. Subsection (f) provides a safe harbor, under which the name of the decedent indicated on the order appointing the personal representative issued by the court having jurisdiction over the collateral is sufficient as the name of the decedent. If the order indicates more than one name for the decedent, the first name in the list qualifies under subsection (f); however, other names in the list also may qualify as the "name of the decedent" within the meaning of subsection (a)(2). In addition to providing the name of the decedent, the financing statement must indicate, in a separate part of the financing statement, that the collateral is being administered by a personal representative. Although the indication is not part of the debtor's name, a financing statement that fails to provide the indication does not sufficiently provide the name of the debtor under Sections 9-502(a) and 9-503(a)(2) [55-9-502(a) and 55-9-503(a) NMSA 1978], does not "substantially satisfy[ ] the requirements" of Part 5 within the meaning of Section 9-506(a) [55-9-506(a) NMSA 1978], and so is ineffective.
d. Individuals. This Article provides alternative approaches towards the requirement for providing the name of a debtor who is an individual.
Alternative A. Alternative A distinguishes between two groups of individual debtors. For debtors holding an unexpired driver's license issued by the State where the financing statement is filed (ordinarily the State where the debtor maintains the debtor's principal residence), Alternative A requires that a financing statement provide the name indicated on the license. When a debtor does not hold an unexpired driver's license issued by the relevant State, the requirement can be satisfied in either of two ways. A financing statement is sufficient if it provides the "individual name" of the debtor. Alternatively, a financing statement is sufficient if it provides the debtor's surname (
i.e.
, family name) and first personal name (
i.e.
, first name other than the surname).
Alternative B. Alternative B provides three ways in which a financing statement may sufficiently provide the name of an individual who is a debtor. The "individual name" of the debtor is sufficient, as is the debtor's surname and first personal name. If the individual holds an unexpired driver's license issued by the State where the financing statement is filed (ordinarily the State of the debtor's principal residence), the name indicated on the driver's license also is sufficient.
Name indicated on the driver's license. A financing statement does not "provide the name of the individual which is indicated" on the debtor's driver's license unless the name it provides is the same as the name indicated on the license. This is the case even if the name indicated on the debtor's driver's license contains an error.
Example 1:
Debtor, an individual whose principal residence is in Illinois, grants a security interest to SP in certain business equipment. SP files a financing statement with the Illinois filing office. The financing statement provides the name appearing on Debtor's Illinois driver's license, "Joseph Allan Jones." Regardless of which Alternative is in effect in Illinois, this filing would be sufficient under Illinois' Section 9-503(a), even if Debtor's correct middle name is Alan, not Allan.
A filing against "Joseph A. Jones" or "Joseph Jones" would not "provide the name of the individual which is indicated" on the debtor's driver's license. However, these filings might be sufficient if Alternative A is in effect in Illinois and Jones has no current (
i.e.
, unexpired) Illinois driver's license, or if Illinois has enacted Alternative B.
Determining the name that should be provided on the financing statement must not be done mechanically. The order in which the components of an individual's name appear on a driver's license differs among the States. Had the debtor in Example 1 obtained a driver's license from a different State, the license might have indicated the name as "Jones Joseph Allan." Regardless of the order on the driver's license, the debtor's surname must be provided in the part of the financing statement designated for the surname.
Alternatives A and B both refer to a license issued by "this State." Perfection of a security interest by filing ordinarily is determined by the law of the jurisdiction in which the debtor is located.
See
Section 9-301(1) [55-9-301(1) NMSA 1978]. (Exceptions to the general rule are found in Section 9-301(3) and (4), concerning fixture filings, timber to be cut, and as-extracted collateral.) A debtor who is an individual ordinarily is located at the individual's principal residence.
See
Section 9-307(b) [55-9-307(b) NMSA 1978]. (An exception appears in Section 9-307(c) [55-9-307(c) NMSA 1978].) Thus, a given State's Section 9-503 [55-9-503 NMSA 1978] ordinarily will apply during any period when the debtor's principal residence is located in that State, even if during that time the debtor holds or acquires a driver's license from another State.
When a debtor's principal residence changes, the location of the debtor under Section 9-307 [55-9-307 NMSA 1978] also changes and perfection by filing ordinarily will be governed by the law of the debtor's new location. As a consequence of the application of that jurisdiction's Section 9-316 [55-9-316 NMSA 1978], a security interest that is perfected by filing under the law of the debtor's former location will remain perfected for four months after the relocation, and thereafter if the secured party perfects under the law of the debtor's new location. Likewise, a financing statement filed in the former location may be effective to perfect a security interest that attaches after the debtor relocates.
See
Section 9-316(h) [55-9-316(h) NMSA 1978].
Individual name of the debtor. Article 9 does not determine the "individual name" of a debtor. Nor does it determine which element or elements in a debtor's name constitute the surname. In some cases, determining the "individual name" of a debtor may be difficult, as may determining the debtor's surname. This is because in the case of individuals, unlike registered organizations, there is no public organic record to which reference can be made and from which the name and its components can be definitively determined.
Names can take many forms in the United States. For example, whereas a surname is often colloquially referred to as a "last name," the sequence in which the elements of a name are presented is not determinative. In some cultures, the surname appears first, while in others it may appear in a location that is neither first nor last. In addition, some surnames are composed of multiple elements that, taken together, constitute a single surname. These elements may or may not be separated by a space or connected by a hyphen, "i," or "y." In other instances, some or all of the same elements may not be part of the surname. In some cases, a debtor's entire name might be composed of only a single element, which should be provided in the part of the financing statement designated for the surname.
In disputes as to whether a financing statement sufficiently provides the "individual name" of a debtor, a court should refer to any non-UCC law concerning names. However, case law about names may have developed in contexts that implicate policies different from those of Article 9. A court considering an individual's name for purposes of determining the sufficiency of a financing statement is not necessarily bound by cases that were decided in other contexts and for other purposes.
Individuals are asked to provide their names on official documents such as tax returns and bankruptcy petitions. An individual may provide a particular name on an official document in response to instructions relating to the document rather than because the name is actually the individual's name. Accordingly, a court should not assume that the name an individual provides on an official document necessarily constitutes the "individual name" for purposes of the sufficiency of the debtor's name on a financing statement. Likewise, a court should not assume that the name as presented on an individual's birth certificate is necessarily the individual's current name.
In applying non-UCC law for purposes of determining the sufficiency of a debtor's name on a financing statement, a court should give effect to the instruction in Section 1-103(a)(1) [55-1-103(a)(1) NMSA 1978] that the UCC "must be liberally construed and applied to promote its underlying purposes and policies," which include simplifying and clarifying the law governing commercial transactions. Thus, determination of a debtor's name in the context of the Article 9 filing system must take into account the needs of both filers and searchers. Filers need a simple and predictable system in which they can have a reasonable degree of confidence that, without undue burden, they can determine a name that will be sufficient so as to permit their financing statements to be effective. Likewise, searchers need a simple and predictable system in which they can have a reasonable degree of confidence that, without undue burden, they will discover all financing statements pertaining to the debtor in question. The court also should take into account the purpose of the UCC to make the law uniform among the various jurisdictions.
See
Section 1-103(a)(3) [55-1-103(a)(3) NMSA 1978].
Of course, once an individual debtor's name has been determined to be sufficient for purposes of Section 9-503 [55-9-503 NMSA 1978], a financing statement that provides a variation of that name, such as a "nickname" that does not constitute the debtor's name, does not sufficiently provide the name of the debtor under this section.
Cf.
Section 9-503(c) [55-9-503(c) NMSA 1978] (a financing statement providing only a debtor's trade name is not sufficient).
If there is any doubt about an individual debtor's name, a secured party may choose to file one or more financing statements that provide a number of possible names for the debtor and a searcher may similarly choose to search under a number of possible names.
Note that, even if the name provided in an initial financing statement is correct, the filing office nevertheless must reject the financing statement if it does not identify an individual debtor's surname (
e.g.
, if it is not clear whether the debtor's surname is Perry or Mason).
See
Section 9-516(b)(3)(C) [55-9-516(b)(3)(C) NMSA 1978].
3. Secured Party's Name. New subsection (d) makes clear that when the secured party is a representative, a financing statement is sufficient if it names the secured party, whether or not it indicates any representative capacity. Similarly, a financing statement that names a representative of the secured party is sufficient, even if it does not indicate the representative capacity.
Example 2:
Debtor creates a security interest in favor of Bank X, Bank Y, and Bank Z, but not to their representative, the collateral agent (Bank A). The collateral agent is not itself a secured party.
See
Section 9-102 [55-9-102 NMSA 1978]. Under Sections 9-502(a) and 9-503(d) [55-9-502(a) and 55-9-503(d) NMSA 1978], however, a financing statement is effective if it names as secured party Bank A and not the actual secured parties, even if it omits Bank A's representative capacity.
Each person whose name is provided in an initial financing statement as the name of the secured party or representative of the secured party is a secured party of record.
See
Section 9-511 [55-9-511 NMSA 1978].
4. Multiple Names. Subsection (e) makes explicit what is implicit under former Article 9: a financing statement may provide the name of more than one debtor and secured party.
See
Section 1-106 [55-1-106 NMSA 1978] (words in the singular include the plural). With respect to records relating to more than one debtor,
see
Section 9-520(d) [55-9-520(d) NMSA 1978]. With respect to financing statements providing the name of more than one secured party,
see
Sections 9-509(e) and 9-510(b) [55-9-509(e) and [55-9-510(b) NMSA 1978].
ANNOTATIONS
Repeals and reenactments.
— Laws 2001, ch. 139, § 74 repealed former 55-9-503 NMSA 1978, as enacted by Laws 1961, ch. 96, § 9-503, and enacted a new section, effective July 1, 2001.
The 2013 amendment,
effective July 1, 2013, clarified the rules for naming debtors in financing statements; in Paragraph (1) of Subsection (a), at the beginning of the sentence, added "except as otherwise provided in Paragraph (3) of this section", after "registered organization", added "or the collateral is held in a trust that is a registered organization", after "provides the name", deleted "of the debtor indicated" and added "that is stated to be the registered organization's name", after "name on the public", added "organic", after "organic record", deleted "of" and added "most recently filed with or issued or enacted by", after "enacted by the", deleted "debtor's" and added "registered organization's", and after "jurisdiction of organization", deleted "which shows the debtor to have been organized" and added the remainder of the sentence; in Paragraph (2) of Subsection (a), at the beginning of the sentence, added "subject to Subsection (f) of this section", after "this section, if the", deleted "debtor is a decedent's estate" and added "collateral is being administered by the personal representative of a decedent", after "financing statement provides", added "as the name of the debtor", after "name of the decedent and", added "in a separate part of the financing statement", and after "indicates that the", deleted "debtor is an estate", and added the remainder of the sentence; in Paragraph (3) of Subsection (a), at the beginning of the sentence, after "if the", deleted "debtor is a trust or a trustee acting with respect to property held in trust", deleted former Subparagraph (A), which required that the name of the trust be stated as specified in its organic documents or the name of the settlor if no name for the trust is specified, deleted former Subparagraph (B), which required that the financing statement indicate that the debtor is a trust or a trustee, and added "collateral is held in a trust that is not a registered organization, only if the financing statement"; added Subparagraphs (A) and (B) of Paragraph (3) of Subsection (a); added Paragraphs (4) and (5) of Subsection (a); in Paragraph (6) of Subsection (a), in Subparagraph (A), after "name, only if", deleted "it" and added "the financing statement", and after "provides the", deleted "individual or", and in Subparagraph (B), after "comprising the debtor", added the remainder of the sentence; and added Subsections (f) through (h).
Am. Jur. 2d, A.L.R. and C.J.S. references. —
68A Am. Jur. 2d Secured Transactions § 288 et seq.
Effect of recording chattel mortgage in town or county to which the mortgagor subsequently removed, 1 A.L.R. 1662.
Omission of amount of debt in mortgage or in record thereof as affecting validity of mortgage, its operation as notice, or its coverage with respect to debts secured, 145 A.L.R. 369.
Construction and application of statutory provision respecting registration of mortgages or other liens on personal property in case of residents of other states, 10 A.L.R.2d 764.
Conflict of laws as to chattel mortgages and conditional sales of chattels, 13 A.L.R.2d 1312.
Attorney's liability for negligence in preparing or recording security document, 87 A.L.R.2d 991.
Sufficiency of designation of debtor or secured party in security agreement of financing statement under UCC § 9-402, 99 A.L.R.3d 478.
Sufficiency of address of debtor in financing statement required by UCC § 9-402(1), 99 A.L.R.3d 807.
Sufficiency of address of secured party in financing statement required under UCC § 9-402(1), 99 A.L.R.3d 1080.
79 C.J.S. Secured Transactions § 53 et seq.