UCC Financing Statement
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UCC-1 FINANCING STATEMENT

(Integrated Short-Form Security Agreement)

[// GUIDANCE: This template marries (i) the statutory “Financing Statement” required for perfection under U.C.C. Article 9 with (ii) a short-form security agreement containing the minimum contractual provisions sophisticated secured parties typically require. It is intentionally jurisdiction-agnostic; counsel must tailor Section I(B) (Filing Jurisdiction) and Exhibit A (Secretary of State form) to the state in which the Financing Statement will be filed.]


I. DOCUMENT HEADER

A. Parties
1. Debtor: [LEGAL NAME OF DEBTOR]
• Type of Organization: [CORPORATION/LLC/OTHER]
• Jurisdiction of Organization: [STATE]
• Organization I.D. No.: [_]
• Mailing Address: [_
]

  1. Secured Party: [LEGAL NAME OF SECURED PARTY]
    • Mailing Address: [__]

B. Effective Date
[MONTH ], 20[] (“Effective Date”)

C. Filing Jurisdiction
This Financing Statement shall be filed with the Office of the Secretary of State (or other UCC filing office) of [STATE] in accordance with U.C.C. §§ 9-501 to 9-527.

D. Recitals
WHEREAS, Debtor is indebted or otherwise obligated to Secured Party pursuant to that certain [Loan Agreement/Note] dated on or about the Effective Date (the “Credit Agreement”); and
WHEREAS, Debtor desires to grant, and Secured Party desires to obtain, a security interest in the Collateral (defined below) to secure the Obligations (defined below);

NOW, THEREFORE, Debtor and Secured Party agree as follows:


II. DEFINITIONS

For purposes of this Financing Statement and the Security Agreement embodied herein, the following terms have the meanings set forth below (terms defined in the U.C.C. and not otherwise defined herein have the meanings set forth in the U.C.C.):

“Collateral” means all assets and personal property of Debtor described with particularity in Section III(A).

“Financing Statement” means this UCC-1 financing statement, including all amendments, continuations, and assignments filed in accordance with Article 9.

“Obligations” means (i) all indebtedness, liabilities, and obligations of Debtor to Secured Party now or hereafter existing under the Credit Agreement and related documents, and (ii) all costs and expenses (including reasonable attorneys’ fees) incurred by Secured Party in enforcing any rights under this Financing Statement.

“U.C.C.” means the Uniform Commercial Code as adopted in the Filing Jurisdiction, as amended from time to time.

[// GUIDANCE: Insert additional defined terms if collateral or transaction complexity warrants.]


III. OPERATIVE PROVISIONS

A. Grant of Security Interest
Pursuant to U.C.C. § 9-203, Debtor hereby grants to Secured Party a continuing security interest in the following property, whether now owned or hereafter acquired, and all proceeds and products thereof (collectively, the “Collateral”):

  1. All Accounts, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Documents, Equipment, Fixtures, General Intangibles, Goods, Instruments, Inventory, Investment Property, Letter-of-Credit Rights, Money, and Supporting Obligations; and
  2. All books and records pertaining to any of the foregoing.

[// GUIDANCE: Narrow or expand the collateral description to satisfy U.C.C. § 9-504 requirements for “sufficiency.” Overly generic descriptions (e.g., “all assets”) may be rejected in certain jurisdictions.]

B. Authorization to File
Debtor irrevocably authorizes Secured Party to file (i) this Financing Statement and (ii) any continuation, amendment, or assignment thereof in any jurisdiction deemed necessary by Secured Party to perfect or continue the perfection of the security interest granted herein. See U.C.C. § 9-509(a)(1).

C. Obligations Secured
This Financing Statement secures the payment and performance of the Obligations.

D. Further Assurances
Upon Secured Party’s request, Debtor shall execute and deliver such additional documents, and take such further action, as may be reasonably necessary to perfect and maintain Secured Party’s security interest in the Collateral.


IV. REPRESENTATIONS & WARRANTIES

Debtor represents and warrants to Secured Party that, as of the Effective Date and continuing thereafter:

  1. Legal Name; Location. Debtor’s exact legal name, organizational type, and jurisdiction of organization are correctly set forth in Section I(A)(1), and Debtor’s principal place of business (or chief executive office) is the address set forth therein. See U.C.C. § 9-503(a).

  2. Rights in Collateral. Debtor has, and will maintain, rights in the Collateral and the power to transfer a security interest therein.

  3. No Prior Liens. Except as disclosed to Secured Party in writing, the Collateral is free and clear of any lien, security interest, or encumbrance senior to or pari passu with the security interest granted herein.

  4. Authorization. The execution, delivery, and performance of this Financing Statement have been duly authorized by all required corporate or other organizational action of Debtor.

Survival. The foregoing representations and warranties shall survive so long as any Obligations remain outstanding.


V. COVENANTS & RESTRICTIONS

  1. Collateral Maintenance. Debtor shall protect and preserve the Collateral and keep it free of any lien, claim, or encumbrance except liens in favor of Secured Party or as otherwise permitted in the Credit Agreement.

  2. Name, Structure, and Location Changes. Debtor shall not change its legal name, type of organization, jurisdiction of organization, or principal place of business without at least thirty (30) days’ prior written notice to Secured Party and, if requested, execution of new financing statements.

  3. Access. Upon reasonable notice, Secured Party may inspect Debtor’s books and records relating to the Collateral.

  4. Insurance. Debtor shall maintain insurance on the Collateral of a type and in amounts reasonably satisfactory to Secured Party, with loss payable to Secured Party as its interests may appear.


VI. DEFAULT & REMEDIES

A. Events of Default
Any of the following constitutes an “Event of Default”:
1. An “Event of Default” under the Credit Agreement;
2. Failure to pay or perform any Obligations when due;
3. Breach of any representation, warranty, or covenant herein;
4. Insolvency, assignment for benefit of creditors, or commencement of bankruptcy proceedings by or against Debtor; or
5. Seizure or attachment of a material portion of the Collateral.

B. Remedies
Upon the occurrence and during the continuance of an Event of Default, Secured Party may, without notice except as required by law:
1. Declare all Obligations immediately due and payable;
2. Exercise any rights and remedies available under the U.C.C., including disposition of the Collateral pursuant to U.C.C. § 9-610; and
3. Exercise all other rights available at law or in equity.

C. Notice and Cure
Unless the U.C.C. or other applicable law requires otherwise, Debtor shall have ten (10) days after receipt of written notice of an Event of Default to cure such default before Secured Party may dispose of the Collateral.

D. Costs of Collection
Debtor shall be liable for all reasonable costs of enforcement, including attorneys’ fees and expenses, to the extent permitted by applicable law.


VII. RISK ALLOCATION

Limitation of Liability. To the maximum extent permitted by applicable law, Secured Party shall not be liable for any special, indirect, or consequential damages arising from the disposition of the Collateral, provided Secured Party acts in a commercially reasonable manner.

[// GUIDANCE: Indemnification and liability caps were designated “not applicable” in the user metadata and are therefore omitted.]


VIII. DISPUTE RESOLUTION

Governing Law. This Financing Statement and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, Article 9 of the U.C.C. as enacted in the Filing Jurisdiction, without regard to any choice-of-law rules that would result in the application of the law of another jurisdiction.

[// GUIDANCE: Forum selection, arbitration, jury waiver, and injunctive relief provisions were designated “not applicable”; accordingly, none are included.]


IX. GENERAL PROVISIONS

  1. Amendments and Waivers. No amendment or waiver of any provision of this Financing Statement shall be effective unless in writing and signed by both Debtor and Secured Party.

  2. Assignment. Secured Party may assign or transfer its rights and obligations hereunder without Debtor’s consent. Debtor may not assign its rights or delegate its duties without Secured Party’s prior written consent.

  3. Successors and Assigns. This Financing Statement shall bind and benefit the parties and their respective successors and permitted assigns.

  4. Severability. If any provision of this Financing Statement is held unenforceable, the remaining provisions shall remain in full force and effect.

  5. Entire Agreement. This Financing Statement, together with the Credit Agreement, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior understandings.

  6. Counterparts; Electronic Signatures. This Financing Statement may be executed in counterparts and delivered by electronic means (including .pdf and DocuSign), each of which shall be deemed an original.


X. EXECUTION BLOCK

IN WITNESS WHEREOF, the parties have caused this Financing Statement to be executed as of the Effective Date.

Debtor:
[LEGAL NAME OF DEBTOR]
By: ____
Name: [
_]
Title: [
______]

Secured Party:
[LEGAL NAME OF SECURED PARTY]
By: ____
Name: [
_]
Title: [
______]

[OPTIONAL NOTARY ACKNOWLEDGMENT]
State of [_] )
County of [_
] )

On this ___ day of _, 20_, before me, the undersigned notary public, personally appeared ____, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the foregoing instrument, and acknowledged that he/she/they executed the same in his/her/their authorized capacity.


Notary Public
My Commission Expires: __


EXHIBIT A

STATUTORY UCC-1 FINANCING STATEMENT FORM

[// GUIDANCE: Attach the state-specific UCC-1 form (generally two pages) here. Populate Items 1-9 using the data from Section I above. In Item 4 (Collateral Description), copy the language from Section III(A). Most states offer a fillable PDF; counsel should download the current version directly from the Secretary of State’s website to ensure compliance with any formatting updates.]

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