Code of Vermont Rules › Agency 04 - SECRETARY OF STATE › Sub-Agency 020 - CORPORATIONS DIVISION › Chapter 003 - UNIFORM COMMERCIAL CODE - REVISED ARTICLE 9 - ADMINISTRATIVE RULES › Section 04 020 003 - UNIFORM COMMERCIAL CODE - REVISED ARTICLE 9 - ADMINISTRATIVE RULES

Current through June, 2024
General Provisions
These rules may be referred to as the Revised Article 9 rules.
				They are promulgated in accordance with the requirements of
				9A VSA §
										9-101 through § 9-628.
Policy statement. The administration of the UCC has an
				important impact on the economy and upon the rights of the public, in this
				state and in the United States. The volume of international, interstate and
				multi-state transactions pursuant to the UCC requires that the administration
				of the UCC be conducted in a manner that promotes both local and
				multi-jurisdictional commerce by striving for uniformity in policies and
				procedures among the various states.
The duties and responsibilities of the filing officer with
				respect to the administration of the UCC are ministerial and shall be outlined
				in these written rules, procedures & practices. In accepting for filing or
				refusing to file a financing statement pursuant to these rules, the filing
				officer does not:
(1) Determine the
			 legal sufficiency or insufficiency of a document;
(2) Determine that a security interest in
			 collateral exists or does not exist;
(3) Determine that information in the
			 document is correct or incorrect, in whole or in part.
(4) Create a presumption that information in
			 the document is correct or incorrect, in whole or in part.
The rules set forth are effective with respect to financing
				statements filed on or after July 1, 2001 and to predecessor filings in effect
				immediately prior to that date.
The following terms are defined as follows:
Amendment means a UCC document that purports to amend the
				information contained in a financing statement.
Assignment is an amendment that purports to reflect an
				assignment of all or a part of a secured party's power to authorize an
				amendment to a financing statement.
Continuation means an amendment that purports to continue the
				effectiveness of a financing statement.
Correction statement means a UCC document that purports to
				indicate that a financing statement is inaccurate or wrongfully filed.
Data means the information contained in a financing statement
				or created by the filing office in association with a financing
				statement.
Day means a 24 hour period from the hour and minute of the
				event described in the section in which the word day is used.
Electronic transmission means any method accepted by the
				secretary of state for the transmission by electronic format.
File number means the unique identifying information assigned
				to an initial financing statement by the secretary of state for the purpose of
				identifying the financing statement and UCC documents relating to the financing
				statement.
Filing office and Filing officer means the Office of the
				Secretary of State.
Financing statement means an initial financing statement and
				all UCC documents that relate to the initial financing statement, either
				paper-based or electronically transmitted.
Image means the image of a financing statement as stored in the
				UCC information management system.
Individual means the human being, or a decedent in the case of
				a debtor that is such decedent's estate.
Initial financing statement means a UCC document containing the
				information required in 9-502.
Organization means a legal person who is not an
				individual.
Remitter means a person who tenders a UCC document to the
				filing officer for filing, whether the person is a filer or an agent of a filer
				responsible for tendering the document for filing, including a service provider
				who acts as a filer's representative in the filing process.. "Remitter" does
				not include a person responsible merely for the delivery of the document to the
				filing officer, such as the postal service or a courier service.
Secured party of record has the same meaning ascribed to under
				9-511.
Termination. Means an amendment intended to indicate that the
				related financing statement has ceased to be effective with respect to the
				secured party authorizing the termination.
UCC means the Uniform Commercial Code as adopted in this state
				and in effect from time to time.
UCC document means an initial financing statement, an
				amendment, an assignment, a continuation, a termination or a correction
				statement. The word "document," as used in these rules, refers to paper-based
				filings, as well as electronically expressed or transmitted media.
Place to file
The filing office is the office for filing UCC documents
				relating to all types of collateral except as provided under 9-501.
The date and time of filing for a financing statement is
				determined as set forth in this section, depending upon the method of
				delivery.
The time of filing for a financing statement delivered to the
				Secretary of State, by personal delivery, courier delivery, or postal delivery,
				is the earlier of the time the financing statement is accepted for filing or
				the next close of business following the time of delivery.
[Electronic mail delivery and method of payment after July 1,
				2001.]
Search request delivery. UCC search requests may be delivered
				to the filing office by any of the usual means by which UCC documents may be
				delivered to the filing office. Requirements concerning search requests are set
				forth in 9-523. UCC search requests upon a debtor named on an initial financing
				statement may be made by an appropriate indication on the search request
				statement form and the initial relevant search fee is tendered.
National Approved forms. Only forms that conform to the
				requirements of this rule will be acceptable by the filing officer. Other forms
				will not be accepted by the filing office. The filing office will provide a
				list of approved forms and forms suppliers for prospective filers and remitters
				upon request and will post a list of all approved forms on the filing officer
				web-site. In addition, forms will be available on the web-site.
(1) UCC1 Financing Statement form.
(2) UCC1 Financing Statement Addendum
			 form.
(3) UCC3 Financing Statement
			 Amendment form.
(4) UCC3 Financing
			 Statement Amendment Addendum form.
(5) UCC11 Information Request form.
Electronic filings. (Need to post rules here- how and during
				what hours)
Expedited services. There is no expedited service.
Filing fees. The Secretary of State will charge fees for filing
				UCC documents, 9-525.
The fee for filing and indexing a record:
(1) $ 10.00 if the record is communicated in
			 writing and consists of one or two pages.
(2) $ 15.00 if the record is communicated in
			 writing and consists of more than two pages.
(3) $ 10.00 if the record is communicated by
			 another medium authorized by the filing officer.
Number of names:
(4) $ 2.00 additional to above, for each name
			 more than two, if communicated in writing.
Search request:
(5) $ 10.00 for each debtor requested.
Mortgage filings:
There is no fee with respect to filing the initial financing
				statement for a mortgage as described in section 9-502(c) which is filed as a
				fixture filing or as a financing statement covering as extracted collateral or
				timber to be cut. However, the recording and satisfaction fees of $ 6.00 per
				page, that otherwise would be applicable to the record of the mortgage,
				apply.
Methods of payment. Unless or until, this part is amended, the
				methods for payment of UCC filings may be paid by the following methods.
Cash. The filing officer discourages cash payment unless made
				in person at the filing office.
Checks. Checks, in U.S. funds, made payable to the filing
				office, including checks in an amount to be filled in by a filing officer but
				not to exceed a particular amount, will be accepted for payment if they are
				cashier's checks or certified checks drawn on a bank acceptable to the filing
				office or if the payer is acceptable to the filing office.
Prepaid account for use with filings submitted in the paper
				form and for filings submitted in the electronic form. A remitter may open an
				account for prepayment of filing fees by submitting an application furnished by
				the filing officer. Fees may be prepaid in amounts determined by the remitter.
				The filing officer shall issue a secure account number to be used by a
				remitter, who chooses to pay filing fees in advance. The filing officer shall
				deduct filing fees from the remitter's prepaid account when authorized to do so
				by the remitter.
Other methods of payment. Postal money order in United States
				funds.
Overpayment and underpayment policies.
Overpayment. The filing officer shall refund the amount of an
				overpayment exceeding $ 10.00 to the remitter. The filing officer shall refund
				an overpayment of $ 10.00 or less only upon the written request of the
				remitter.
Underpayment. Upon receipt of a document with an insufficient
				fee, the filing officer shall do the following:
The document shall be returned to the remitter as follows: The
				filing officer shall return the document, if written, to the remitter with
				refund attached. The filing officer shall send a notice that contains the date
				and time the document would have been filed had it been accepted for filing, or
				the UCC document shall be stamped with such date and time, and a brief
				description of the reason for refusal to accept the document. The notice shall
				be sent to the secured party or the remitter no later than the second business
				day after the determination to refuse acceptance of the document.
Information from Filing Officer. UCC search request may be
				delivered to the filing office by any of the means by which financing
				statements may be delivered to the filing office. Requirements concerning
				search requests are set forth in 9-523. The filing officer will charge fees for
				searching, providing copies, data, or access as provided in the schedule of
				fees established pursuant to 9-525.
Acceptance and Refusal of Documents
Duty to file. Provided that there are no grounds to refuse
				acceptance of the document under 9-516(b), a UCC document is filed upon its
				receipt by the filing officer with the filing fee and the filing officer shall
				promptly assign a file number to the UCC document and index it in the
				information management system.
Grounds for refusal of a financing statement. The following
				grounds are the sole grounds for the filing officer's refusal to accept a UCC
				document for filing: (As used herein, the term "legible" is not limited to
				refer only to written expressions on paper; it requires a machine-readable
				transmission for electronic transmissions and an otherwise readily decipherable
				transmission in other cases.)
(1) The
			 record is not communicated by a method or medium of communication authorized by
			 the filing office.
(2) An amount
			 equal to or greater than the applicable filing fee is not tendered.
(3) The filing office is unable to index the
			 record because (a) in the case of an initial financing statement, the record
			 does not provide a name for the debtor; (b) in the case of an amendment or
			 correction statement, the record does not provide the initial financing
			 statement file number or does not provide the name of the debtor, or identifies
			 an initial financing statement whose effectiveness has lapsed under section
			 9-515.
(4) In the case of an initial
			 financing statement that provides the name of a debtor identified as an
			 individual or an amendment that provides a name of a debtor identified as an
			 individual which was not previously provided in the financing statement to
			 which the record relates, the record does not identify the debtor's last
			 name.
(5) In the case of a record
			 recorded in the filing office described in section 9-501(a)(1), the record does
			 not provide a sufficient description of the real property to which it
			 relates.
(6) In the case of an
			 initial financing statement or an amendment that adds a secured party of
			 record, the record does not provide a name and mailing address for the secured
			 party of record.
(7) In the case of
			 an initial financing statement or an amendment that provides a name of a debtor
			 which was not previously provided in the financing statement to which the
			 amendment relates, the record does not:
(1) provide a mailing address for the
			 debtor;
(2) indicate whether the
			 debtor is an individual or an organization;
(3) if the financing statement indicates that
			 the debtor is an organization, provide;
(4) the type of organization of the debtor;
(5) a jurisdiction of organization
			 for the debtor; or (5) an organizational identification number for the debtor
			 or indicate that the debtor has none.
(8) In the case of an assignment reflected in
			 an initial financing statement under 5-14(a) or an amendment filed under
			 section 9-514(b), the record does not provide a name and mailing address for
			 the assignee.
(9) In the case of a
			 continuation statement, the record is not filed within the six-month period
			 prescribed by section 9-515(d).
(10)
			 If a record does not provide sufficient information or the filing office is
			 unable to read or decipher the information or type of filing or fails to
			 identify an initial statement to which it relates.
Timeliness of continuation.
A continuation shall be refused if it is not received during
				the six month period concluding on the day upon which the related financing
				statement would lapse.
First day permitted. The first day on which a continuation may
				be filed is the date of the month corresponding to the date upon which the
				financing would lapse, six months preceding the month in which the financing
				statement would lapse. If there is no such corresponding date during the sixth
				month preceding the month in which the financing statement would lapse, the
				first day on which a continuation may be filed is the last day of the sixth
				month preceding the month in which the financing statement would lapse,
				although filing by certain means may not be possible on such date if the filing
				office is not open on such date.
Last day permitted. The last day on which a continuation may be
				filed is the date upon which the financing statement lapses.
Grounds not warranting refusal.
The following are examples of defects that do not constitute
				grounds for refusal to accept a document. They are not a comprehensive
				enumeration of defects outside the scope of permitted grounds for refusal to
				accept a UCC document for filing.
Errors. The document contains or appears to contain a
				misspelling or other apparently erroneous information.
Incorrect names. The document appears to identify a debtor or a
				secured party of record incorrectly.
Extraneous information. The document contains additional or
				extraneous information of any kind.
Insufficient information. The document contains less than the
				information required by Article 9 of the UCC, provided that the document
				contains the required information to avoid refusal. (see grounds for
				refusal)
Collateral description. The document incorrectly identifies
				collateral, or contains an illegible or unintelligible description of
				collateral, or appears to contain no such description.
Excessive fee. The document is accompanied by funds in excess
				of the full filing fee.
Time limit. The filing officer shall determine whether criteria
				exist to refuse acceptance of a UCC document. If the filing officer finds
				grounds to refuse acceptance of a financing statement, the filing officer shall
				communicate to the person that presented the record the fact of and reason for
				the refusal, and the date and time the record would have been filed had the
				filing officer accepted it. The communication must be made no more than two
				business days after the filing office receives the record. A refund may be
				delivered with the notice or under separate cover.
Acknowledgment. The person filing a written record with the
				filing office shall submit one original and one duplicate filing to the filing
				officer. The filing officer shall note upon the original and upon the duplicate
				the number, the date and the time of the filing and send the duplicate filing
				to the remitter or filer. (If a duplicate copy is not supplied with the
				original filing, the filing office shall send to the filer an image of the
				record.) For financing statements not filed in written form, the filing officer
				shall communicate to the filer the information in the filed document, the file
				number and the date and time of filing.
Other notices. Nothing in these rules prevents the filing
				officer from communicating to a filer or a remitter that the filing officer
				noticed apparent potential defects in a UCC document, whether or not it was
				filed or refused for filing. However, the filing office is under no obligation
				to do so and may not, in fact, have the resources to do so or to identify such
				defects. THE RESPONSIBILITY FOR THE LEGAL EFFECTIVENESS OF FILING RESTS WITH
				FILERS AND REMITTERS AND THE FILING OFFICE BEARS NO RESPONSIBILITY FOR SUCH
				EFFECTIVENESS.
Refusal errors. If a secured party or a remitter demonstrates
				to the satisfaction of the filing officer that a UCC document that was refused
				for filing should not have been refused under these rules, the filing officer
				will file the UCC document with a filing date and time assigned when such
				filing occurs. The filing officer will also file a correction statement (and
				such demonstration of error shall constitute the secured party's authorization
				to do so) that states that the effective date and time of filing is the date
				and time the UCC document was originally tendered for filing, and sets forth
				such date and time.
UCC Information Management System
Policy statement. The filing officer uses an information
				management system to store, index, and retrieve information relating to
				financing statements. The information management system includes an index of
				the names of debtor names on financing statements which have not lapsed. The
				rules in this section describe the UCC information management system. The
				primary data elements used in the system include the following:
Identification numbers. Each initial financing statement is
				identified by its file number. Identification of the initial financing
				statement is stamped on written UCC documents or otherwise permanently
				associated with the record maintained for UCC documents in the UCC information
				management system. A record is created in the information management system for
				each initial financing statement and all information comprising such record is
				maintained in such system. Such record is identified by the same information
				assigned to the initial financing statement.
A UCC document other than an initial financing statement is
				identified by a unique file number including a digit that is mathematically
				derived from or related to the other digits of the file number, and enables the
				filing office to detect whether a number communicated as the file number
				includes a single-digit or a transposed error. In the information management
				system, records of all UCC documents other than initial financing statements
				are linked to the record of their related initial financing statement.
Type of document. The type of UCC document from which data is
				transferred is identified in the information management system from information
				supplied by the sender.
Filing date and filing time. The filing date and filing time of
				UCC documents are stored in the information management system. Calculation of
				the lapse date of an initial financing statement is based upon the filing
				date.
Identification of partners. The names and addresses of debtors
				and secured parties are transferred from UCC documents to the UCC information
				management system using one or more data entry or transmittal
				techniques.
Status of financing statements. In the information management
				system, each financing statement has a status of active, renewed, lapsed or
				inactive.
Names of debtors or secured parties who are individuals. When
				the name of a debtor or a secured party on a financing statement is that of an
				individual the name will be stored separately from the names of organizations.
				For the purpose of electronic media separate fields are established for first,
				middle and last names (surnames or family names) of individuals. The filing
				officer assumes no responsibility for the accurate designation of the
				components of a name, but will enter the data in accordance with the filer's
				designations. Titles, such as "doctor," "Mr," Mrs," "M.D.," and "esquire" will
				not be stored in the management system. However, suffixes, such as "senior"
				"junior," "II," are stored in a field designated for name suffixes.
Names of organizations. The name of an organization who is a
				debtor or secured party on a financing statement is stored separately from
				individuals. A single field is used to store an organization name. The name
				field is fixed in length. Although filers should continue to provide full names
				on their financing statements, a name that exceeds the fixed length is stored
				as presented to the filing officer, up to the maximum length of the
				field.
Truncation. Names exceeding the fixed length of each field will
				be truncated. Filers should continue to provide the full names on their UCC
				documents.
Estates. Although estates are not natural persons, estate names
				are stored as if the decedent were the debtor.
Trusts. If the trust is named in the document, its full legal
				name, as set forth in the document is used. For the purpose of this chapter,
				trusts are treated as organizations. If the trust is not so named, the name of
				the trustee is used. If a trustee is indicated to be an organization, the name
				is stored as an organization name. If the trustee is an individual, the name is
				stored as an individual name. A UCC document that uses a trustee's name should
				include other information to distinguish the debtor trust from other trusts
				having the same trustee and all financing statements filed against trusts or
				trustees acting with respect to property held in trust should indicate the
				nature of the debtor.
Status of secured party. Each secured party named on an initial
				financing statement shall be a secured party of record, except that if the UCC
				document names an assignee, the secured party/assignee shall be a secured party
				of record.
Status of debtor. The status of a debtor named on the document
				shall be active until the status of the financing statement is changed.
Status of financing statement. The status of the financing
				statement shall be active. A lapse date shall be calculated, 5 years from the
				file date. Except that an initial financing statement indicating that it is
				filed in connection with a public - financing transaction or manufactured -
				home transaction shall be effective for a period of 30 years after the date of
				filing.
The effectiveness of a filed financing statement lapses 5 years
				from the file date, unless before the lapse a continuation statement is filed.
				Upon lapse, a financing statement ceases to be effective and any security
				interest or agricultural lien that was perfected by the financing statement
				becomes un-perfected, unless the security interest is perfected without filing.
				If the security interest or agricultural lien becomes un-perfected upon lapse,
				it is deemed never to have been perfected as against a purchaser of the
				collateral for value.
A financing statement remains on file one year after it lapses,
				or if it is indicated to be filed against a transmitting utility, one year
				after it is terminated with respect to all secured parties of record.
Transmitting utility. If a debtor is a transmitting utility and
				a filed financing statement so indicates, the financing statement is effective
				until a termination statement is filed.
Fixture filing. A record of a mortgage that is effective as a
				financing statement filed as a fixture filing under section 9-502(c) remains
				effective as a financing statement filed as a fixture filing until the mortgage
				is released or satisfied or its effectiveness otherwise terminates as to the
				real property.
Amendments. Upon the filing of an amendment the status of the
				parties and the status of the financing statement shall be as follows:
Collateral amendment or address change. An amendment that
				amends only the collateral description or one or more addresses has no effect
				upon the status of any debtor or secured party. If a statement of amendment is
				authorized by less than all of the secured parties (or, in the case of an
				amendment that adds collateral, less than all of the debtors), the statement
				affects only the interests of each authorized secured party (or debtor) and any
				additional collateral is effective only from the date of the filing of the
				amendment.
Debtor name change. An amendment that changes a debtor's name
				has no effect on the status of any debtor or secured party, except that the
				related initial financing statement and all UCC documents that include an
				identification of each initial financing statement shall be cross-indexed in
				the UCC information management system so that a search under either the
				debtor's old name or the debtor's new name will reveal such initial financing
				statement and such related UCC documents. Such a statement of amendment affects
				only the rights of its authorizing secured party.
Secured party name change. An amendment that changes the name
				of a secured party has no effect on the status of any debtor or any secured
				party, but the new name is added to the index as if it were a new secured party
				of record.
Addition of a debtor. An amendment that adds a new debtor name
				has no effect upon the status of any party to the financing statement, except
				the new debtor name shall be added as a new debtor on the financing statement,
				and is effective, as to the added debtor, only from the date of the filing of
				the amendment. The addition shall effect only the rights of the secured party
				authorizing the statement of amendment.
Addition of a secured party. An amendment that adds a new
				secured party shall not effect the status of any party to the financing
				statement, except that the new secured party name shall be added as a new
				secured party on the financing statement.
Deletion of a debtor. An amendment that deletes a debtor has no
				effect on the status of any party to the financing statement, even if the
				amendment purports to delete all debtors.
Deletion of a secured party. An amendment that deletes a
				secured party of record has no effect on the status of any party to the
				financing statement, even if the amendment purports to delete all secured
				parties of record.
Status of financing statement. An amendment shall have no
				effect upon the status of the financing statement, except that a continuation
				may extend the period of effectiveness of a financing statement.
Assignment of powers of secured party of record. An assignment
				shall have no effect on the status of the parties to the financing statement,
				except that each assignee named in the assignment shall become a secured party
				of record. An assignment shall have no effect upon the status of the financing
				statement.
Continuation. A continuation statement may be filed within six
				months before the expiration of the 5 year period or the 30 year period
				described above, whichever is applicable. Upon the timely filing of one or more
				continuations by any secured party of record, the lapse date of the financing
				statement shall be postponed for five years. The filing of a continuation shall
				have no effect upon the status of any party to the financing statement. Upon
				the filing of a continuation statement, the status of the financing statement
				is deemed as renewed.
Termination. The filing of a termination shall have no effect
				upon the status of any party to the financing statement. A termination shall
				have no effect upon the status of the financing statement and the financing
				statement shall remain active in the information management system until one
				year after it lapses, unless the termination relates to a financing statement
				that indicates it is filed against a transmitting utility, in which case the
				financing statement will become inactive one year after it is terminated with
				respect to all secured parties of record.
Correction statement. A person may file a correction statement
				with respect to a record indexed under the person's name if the person believes
				that the record is inaccurate or was wrongfully filed. The filing of a
				correction statement shall have no effect upon the status of any party of the
				financing statement. A correction statement shall have no effect upon the
				status of the financing statement.
Procedure upon lapse. If there is no timely filing of a
				continuation with respect to a financing statement, the financing statement
				lapses on its lapse date, but no action is then taken by the filing officer. On
				the first anniversary of such lapse date the information management system
				renders or is caused to render the financing statement inactive and the
				financing statement will no longer be made available to a searcher.
Electronic Data Interchange documents. EDI means a UCC document
				transmitted from a remitter to the filing office by electronic data techniques
				authorized under this rule.
EDI authorized. A remitter may be authorized for EDI upon the
				written authorization of the filing officer. The filing officer may authorize a
				remitter to engage in EDI if (a) the remitter holds an account for payment of
				fees to the filing officer, (b) the remitter has entered into a trading partner
				agreement, in form and substance satisfactory to the filing officer, with the
				filing office, and (c) the filing officer determines, after appropriate testing
				of transmissions in accordance with the filing officer's specifications, that
				the remitter is capable of transmitting EDI documents in a manner that permits
				the filing officer to receive, index, and retrieve the EDI documents. The
				filing officer may suspend or revoke the authorization when, in the filing
				officer's discretion, it is determined that a remitter's transmissions are
				incompatible with the filing officer's EDI system. A request to be authorized
				to transmit EDI documents shall be in writing and delivered to the filing
				officer. Upon receipt of a request for authorization, the filing officer shall
				provide the remitter with necessary information on the record layout of the
				transmission, including record length, format, network address for
				transmission, and other necessary specifications.Statutory Authority:
				9A V.S.A. §
										9-526