UCC-3 FINANCING STATEMENT AMENDMENT

TERMINATION STATEMENT

(National Form - Uniform Commercial Code)

PURPOSE OF TERMINATION STATEMENT

A termination statement indicates that the secured party of record no longer claims a security interest under the financing statement. Upon filing:

1. The financing statement ceases to be effective as to ALL collateral described in the initial financing statement
2. The security interest is released and the collateral is no longer encumbered
3. UCC searches will show the termination but the original financing statement remains in the record

IMPORTANT WARNINGS

Termination Is FINAL

☐ WARNING: Filing a termination statement releases the security interest in ALL collateral covered by the financing statement. This action CANNOT be reversed.

☐ Partial Release: If you only want to release SOME collateral (keeping the security interest in remaining collateral), file a UCC-3 Amendment to delete specific collateral instead of a termination statement.

Verify Before Filing

☐ Confirm ALL secured obligations have been paid in full
☐ Confirm NO commitment exists to make future advances
☐ Confirm the correct financing statement file number
☐ Confirm proper authorization from secured party of record
☐ Obtain debtor confirmation of payoff (optional but recommended)

FILING OFFICE INFORMATION

ITEM 1a. INITIAL FINANCING STATEMENT FILE NUMBER

[// GUIDANCE: Enter the file number of the financing statement to be TERMINATED. This is the original UCC-1 file number. Verify this number carefully - terminating the wrong filing is a serious error.]

ITEM 1b. DEBTOR NAME (First Debtor on Initial Financing Statement)

[// GUIDANCE: Provide the name of the first debtor EXACTLY as it appears on the initial financing statement.]

Organization Debtor:

OR Individual Debtor:

ITEM 2. AMENDMENT TYPE

Check Box to Terminate Financing Statement:

☐ TERMINATION - This Financing Statement Amendment is a Termination Statement filed to terminate the effectiveness of the above-identified initial financing statement with respect to the security interest(s) of the authorizing Secured Party.

ITEM 3. SECURED PARTY OF RECORD

[// GUIDANCE: Per UCC § 9-509(d)(2), only the secured party of record (or its authorized representative) may file a termination statement.]

Current Secured Party of Record Filing This Termination:

TERMINATION DETAILS

Reason for Termination

☐ Obligations Paid in Full - All secured obligations have been satisfied
☐ Loan Refinanced - Obligations refinanced with new lender
☐ Collateral Released - Secured party releasing security interest
☐ Filing Made in Error - Original filing was unauthorized or erroneous
☐ Debtor Demand - Debtor demanded termination and conditions met
☐ Other - [SPECIFY REASON]

Payoff Information (Optional but Recommended)

Transaction Reference

DEBTOR DEMAND PROVISIONS (UCC § 9-513(c))

When Secured Party MUST File Termination

Under UCC § 9-513(c), if a debtor sends an authenticated demand to the secured party, the secured party MUST file a termination statement (or send one to the debtor for filing) within 20 DAYS if:

1. There is no outstanding secured obligation; AND
2. The secured party is not committed to make advances, incur obligations, or otherwise give value.

Debtor Demand Received?

☐ Yes - Authenticated debtor demand received on [DATE]
- Deadline to file/send termination: [20 DAYS FROM RECEIPT]

☐ No - Voluntary termination by secured party

Liability for Failure to Terminate (UCC § 9-625(e)(4))

If the secured party fails to file or send a termination statement within 20 days after an authenticated demand, the secured party is liable for:

• $500 statutory damages; PLUS
• Actual damages suffered by the debtor (e.g., inability to obtain financing, lost business opportunities)

AUTHORIZATION CERTIFICATION

Authorization to File Termination Statement

The undersigned certifies that:

☐ The undersigned is the secured party of record or is authorized by the secured party of record to file this termination statement.

☐ The secured party of record has authorized this termination statement in an authenticated record.

☐ The undersigned has verified the initial financing statement file number is correct.

☐ All obligations secured by the financing statement have been satisfied OR no obligations remain outstanding.

☐ The secured party is not committed to make future advances, incur obligations, or give value under the related credit facility.

☐ The undersigned understands that filing this termination statement will release the security interest in ALL collateral covered by the financing statement.

DEBTOR ACKNOWLEDGMENT (Optional)

[// GUIDANCE: While not required, obtaining debtor acknowledgment provides documentation that all obligations have been satisfied.]

The undersigned Debtor acknowledges:

☐ All obligations to the Secured Party have been paid in full
☐ Debtor requests that Secured Party file this termination statement
☐ Debtor has no objection to the termination of the financing statement

FILING PARTY INFORMATION

SIGNATURE

The undersigned, being duly authorized by the secured party of record, hereby files this Termination Statement.

FILING OFFICE USE ONLY

EFFECT OF TERMINATION STATEMENT

What Happens Upon Filing:

1. Financing Statement Ceases to be Effective (UCC § 9-513(d))
   - Security interest is released
   - Collateral is no longer encumbered by this filing

2. Filing Office Actions
   - Indexes termination as amendment to initial financing statement
   - Does NOT remove original financing statement from records
   - UCC search results will show both original filing and termination

3. Effect on Priority
   - Terminated filing no longer provides priority
   - New UCC-1 would start fresh priority date

What Does NOT Happen:

• Filing office does NOT verify that termination was properly authorized
• Filing office does NOT verify that obligations have been paid
• Original financing statement is NOT deleted from records
• The termination does NOT "relate back" to correct past issues

MULTIPLE FINANCING STATEMENTS

If Multiple UCC-1s Cover the Same Collateral:

☐ File separate termination for each financing statement file number
☐ Do NOT assume terminating one filing terminates others
☐ Search records to identify all financing statements to be terminated

WRONGFUL TERMINATION

If Termination Filed Without Authorization:

Per UCC § 9-510, a termination statement filed without authorization is ineffective. However:

1. Filing office will still index the termination (they cannot verify authorization)
2. Security interest remains perfected despite the wrongful termination
3. Secured party should file a correction statement (UCC § 9-518)
4. Consider filing new UCC-1 as precaution

Correction Statement (UCC § 9-518)

If someone files a wrongful termination, the secured party may file an information statement indicating:
- The financing statement to which the statement relates
- The basis for the filer's belief that the termination was wrongful
- The information the filer believes should be included in the record

UCC ARTICLE 9 CITATIONS

Termination Statement Provisions

• § 9-513: Termination statement
• § 9-513(a): Secured party may authorize termination
• § 9-513(c): Secured party's duty to send termination statement (consumer goods)
• § 9-513(c)(2): 20-day deadline upon debtor demand
• § 9-513(d): Effect of termination statement

Related Provisions

• § 9-509(d)(2): Secured party of record may authorize termination
• § 9-510: Effectiveness of filed record
• § 9-512: Amendment of financing statement
• § 9-516: What constitutes filing; effectiveness of filing
• § 9-518: Claim concerning inaccurate or wrongfully filed record
• § 9-521: Uniform form of written financing statement and amendment

Damages Provisions

• § 9-625: Remedies for secured party's failure to comply
• § 9-625(b): Damages for noncompliance
• § 9-625(e)(4): $500 liability for failure to file termination statement

TERMINATION CHECKLIST

Before Filing:

☐ Verify ALL secured obligations have been paid in full
☐ Verify no commitment exists for future advances
☐ Confirm the correct financing statement file number
☐ Verify debtor name matches the initial financing statement
☐ Confirm proper authorization from secured party of record
☐ Determine if partial release (amendment) is more appropriate
☐ Verify filing fee amount
☐ Consider obtaining debtor payoff acknowledgment

After Filing:

☐ Receive filing acknowledgment
☐ Verify termination appears in UCC search
☐ Notify debtor that termination has been filed
☐ Update internal loan/collateral files
☐ Retain records per document retention policy
☐ If multiple financing statements, file terminations for all

SAMPLE DEBTOR DEMAND LETTER

[// GUIDANCE: This is a sample format for a debtor demand for termination under UCC § 9-513(c)]

[DATE]

VIA CERTIFIED MAIL, RETURN RECEIPT REQUESTED

[SECURED PARTY NAME]
[ADDRESS]
[CITY, STATE ZIP]

Re: Demand for UCC Termination Statement
Debtor: [DEBTOR NAME]
UCC-1 File Number: [FILE NUMBER]
Filing Office: [STATE]

Dear Sir/Madam:

This letter constitutes an authenticated demand for a termination statement pursuant to UCC § 9-513(c).

The undersigned is the debtor on the above-referenced financing statement. Please be advised that:

1. All obligations secured by the financing statement have been paid in full; and
2. No commitment exists for the secured party to make advances, incur obligations, or otherwise give value.

Pursuant to UCC § 9-513(c), you are required to file a termination statement or send one to the undersigned within TWENTY (20) DAYS of this demand.

Please file the termination statement with the [STATE] Secretary of State and provide confirmation of filing to the undersigned.

Failure to comply with this demand may subject you to liability under UCC § 9-625(e)(4) for $500 plus actual damages.

Sincerely,

[DEBTOR SIGNATURE]
[DEBTOR NAME]
[ADDRESS]
[PHONE]
[EMAIL]

This template follows the national UCC-3 form adopted by the International Association of Commercial Administrators (IACA). Verify all information before filing.