Okla. Stat. tit. 12A § 1-9-508
Okla. Stat. tit. 12A, § 1-9-508
Oklahoma Code Comment
In effect this binds the new debtor under a security agreement entered into by another person, such as in situations where an original debtor corporation is merged with another corporation. The successor corporation then becomes the In effect this binds the "new debtor" under the prior party's security agreement, for purposes of past and future transactions, even though the new debtor did not authenticate the security agreement or otherwise authorize the financing statement. "New Debtor" is defined at section 9-1029(a)(56) . See also revised section 9-203(d), (e) .
This codifies the Oklahoma case of Union National Bank of Chandler v. BancFirst (Seminole), 871 P.2d 422 (Okla. 1993); see also William E. Carroll and Alvin C. Harrell, Article 9 Filings: Russian Roulette--UCC Style, 52 Consumer Fin. L.Q. Rep. 338 (1998). Under both former and revised Article 9 collateral that is transferred in the course of the incorporation or merger normally would remain subject to a perfected security interest. However, former Article 9 was less clear with respect to after-acquired property. Revised sections 9-508 and 9-203(d) and (e) are clarifications as to the security agreement and financing statement binding new debtors, as well as the original debtors, and applying to existing or after-acquired property of the new debtor to the extent the property is described in the security agreement and financing statement. However, it should be noted that if the name of the new debtor renders the original financing statement seriously misleading, it will only be effective as to collateral acquired before and within four months after the change, unless a new "initial financing statement" is timely filed. Revised section 9-508(b) .
A continuation when there is a new debtor requires a new initial UCC Filing. Union National Bank of Chandler v. Bancfirst, 871 P.2d 422 (Okla. 1993).
This is a new section that expands on the rules in the second and third sentences of old section 9-402(7) . Under these former rules a filed financing statement remained effective as to any collateral transferred by the debtor, but not to any other property acquired by the transferee. If the debtor changed its structure (e.g., by a merger), the same rule applied except the security interest remained perfected as to any collateral acquired by the new entity within four months of the change. Old section 9-402(7) . Revised section 9-508 changes this by allowing the original financing statement to be effective against the new "debtor" (defined at revised section 9-102(a)(28) as a person with an interest in the collateral) unless it is seriously misleading under section 9-506 .