Did filing a Florida UCC-1 create documentary stamp tax when the note, security agreement, and other loan documents were executed and kept out of state?

Plain-English summary

Filing the UCC-1 financing statement alone did not trigger Florida documentary stamp tax.

The out-of-state seller and Florida buyers executed the note, security agreement, crop lien, and UCC-1 at the seller's out-of-state office. The note was payable there and was not sold, transferred, or assigned in Florida. Only the UCC-1 was filed in Florida because the collateral was located in the state.

The Department said tax would arise if the note, security agreement, or another obligatory document also was filed or recorded. Even when no tax was due, the UCC-1 needed a notation stating that proper taxes had been or would be placed on the promissory instruments, or that tax was not required.

What this means for you

The ruling distinguished a notice filing from recording the underlying debt instrument. The exact set of documents filed in Florida controlled the stated result.

Common questions

Q: Was filing the UCC-1 alone taxable?
A: No.

Q: What would change the result?
A: Filing or recording the note, security agreement, or another obligatory document in Florida.

Q: Was any statement required on the UCC-1?
A: Yes. It needed the rule's stamp-tax notation even if no tax was required.

Citations and references

• Fla. Stat. § 201.08(1) — written obligations and recorded security instruments
• Fla. Admin. Code r. 12B-4.053(33) — UCC-1 filing and stamp-tax notation
• Fla. Stat. § 213.22 — Technical Assistance Advisements

Source

• Landing page: Florida Tax Law Library
• Advisement: TAA 95B4-008

Original ruling text

May 15, 1995

Re: Technical Assistance Advisement No. 95(B)4-008
Documentary Stamp Tax; Filing Of UCC-1 Financing Statement
In Florida Securing Out-Of-State Transactions
XXX (Taxpayer)

Dear :

This is in response to your recent request for a technical
assistance advisement pursuant to s. 213.22, F.S., and Rule 1211.003, F.A.C.

The following is the statement of facts outlined in your
letter:

The Taxpayer which is an out-of-state company is selling
goods to Florida residents that purchase the goods at the
company's office in XXX. As to some of those purchases the
company agrees to accept installment payments and the
Florida residents sign a note, security agreement, crop
lien, and UCC-1 at the company's office in XXX. In other
words, the note, security agreement, crop lien, and UCC-1
are made, executed, delivered in XXX. The note is payable
in XXX and it is not sold, transferred, or assigned in this
state. However, since the company is dealing with Florida
residents and the property that is the security for the
debt is in this state, the UCC-1's are filed for record in
Florida.

The Taxpayer has been purchasing documentary stamps, based
upon the amount of the note, each time it has filed a UCC-1.

Requested Ruling

All documents were made, executed, and delivered out-ofstate. Is the filing of UCC-1 Financing Statement with the
Florida Secretary of State taxable?

Discussion and Law

Relevant to your petition, s. 201.08(1), F.S., provides
that:

On promissory notes, nonnegotiable notes, and written
obligations to pay money (hereinafter, called "notes")...
made, executed, delivered, sold, transferred, or assigned
in the state, and for each renewal of the same, the tax
shall be 35 cents on each $100 or fraction thereof of the
indebtedness or obligation evidenced thereby. On
mortgages, trust deeds, security agreements, or other
evidences of indebtedness filed or recorded in this state,
and for each renewal of the same, the tax shall be 35 cents
on each $100 or fraction thereof of the indebtedness or
obligation evidenced thereby.... (emphasis added)

As stated in Rule 12B-4.053(33), F.A.C, the filing or
recording of a UCC-1 Financing Statement is not taxable under s.
201.08(1), F.S., unless the note, security agreement or other
obligatory document is also filed or recorded. However, a
notation relative to stamp tax is required on the UCC-1
Financing Statement whether tax is due or not. The notation
shall state that proper stamp taxes under Ch. 201, F.S., have
been placed on the promissory instruments and will be placed on
any additional promissory instrument, or that tax is not
required.

Department's Position

The filing or recording in Florida of a UCC-1 Financing
Statement is not taxable under s. 201.08(1), F.S., unless the
note, security agreement or other obligatory document is also
filed or recorded.

This response constitutes a Technical Assistance Advisement
under s. 213.22, F.S., which is binding on the Department only
under the facts and circumstances described in the request for
this advice as specified in s. 213.22, F.S. Our response is
predicated on those facts and the specific situation summarized
above. You are advised that subsequent statutory or

administrative rule changes or judicial interpretations of the
statutes or rules upon which this advice is based may subject
similar future transactions to a different treatment than
expressed in this response.

You are further advised that this response and your request
are public records under Chapter 119, F.S., which are subject to
disclosure to the public under the conditions of s. 213.22, F.S.
Your name, address, and any other details which might lead to
identification of the taxpayer must be deleted by the Department
before disclosure. In an effort to protect the confidentiality
of such information, we request you notify the undersigned in
writing within 15 days of any deletions you wish made to the
request or the response.

Sincerely,

Baldan E. Sulker
Senior Tax Specialist
Technical Assistance

BES/mh