Okla. Stat. tit. 12A § 1-9-512
Okla. Stat. tit. 12A, § 1-9-512
Oklahoma Code Comment
Any supplemental filing that modifies a financing statement already on file is an amendment. Included is any record entitled "amendment," and also any "continuation statement," "release," "assignment" or "termination statement" used to modify an existing filing in any way beyond a mere continuation. The general provisions of section 9-512 apply to all such amendments regardless of the label on the form, and more specific provisions such as sections 9-513 through 9-515 may also apply.
Although former Article 9 devoted a separate section 9-406 to filing a "release" of collateral, revised Article 9 has no separate provision. Section 9-512(a) speaks more generically of deleting collateral by filing an "amendment." It doesn't really matter whether a record filed to accomplish this purpose is called an "amendment," or "release," or "partial release." If the standard form is used, it is all accomplished with the form UCC-3, Financing Statement Amendment, with appropriate boxes checked.
If an initial financing statement was filed before July 1, 2001, and revised Article 9 changes what would be the correct filing place with respect to that particular debtor and type of collateral, a secured party should carefully study the transition rules in sections 9-706 and 9-707 before attempting to file any amendment, release, continuation statement or termination statement relating to a financing statement on file in a formerly correct filing office. In these circumstances it will not be possible, after June 30, 2001, to file any amendment, release or continuation statement in the formerly correct (but now incorrect) filing office where the original financing statement is on file. Whether a termination statement can be filed in the formerly correct (but now incorrect) filing office after June 30, 2001, or instead must be filed in the newly correct filing office, depends on factors explained in section 9-707(e) .
As provided in section 9-707 , the first filing made in a newly correct filing office with respect to a particular debtor and type of collateral cannot be an amendment, release, assignment, continuation statement or termination statement. Instead, the first filing made in a newly correct filing office after June 30, 2001, with respect to a particular debtor and type of collateral must be either: (1) a special Initial Financing Statement (as defined at section 9-706(c)) that references, and continues the effectiveness of, an initial financing statement already on file in a formerly correct filing office ( Section 9-706); or (2) an ordinary initial financing statement that is filed for the first time after June 30, 2001 ( section 9-501 ) . Following or simultaneously with the filing of an Initial Financing Statement of either of these types in a newly correct filing office, any further record making an amendment, release, assignment, continuation or termination is permitted to be filed (and must be filed) in that same office, disclosing the file number of the related Financing Statement already on file there. Section 9-512(a)(1) . At the secured party's option (as explained in Official Comment 3 to section 9- 707), any information that otherwise could be set out in an amendment, release, assignment or continuation statement may instead be combined into a special Initial Financing Statement filed in the newly correct filing office.
If revised Article 9 does not change the correct place for filing with respect to a particular debtor and type of collateral, then, with respect to any financing statement that is already on file in the correct place under revised Article 9 and that continues to be effective after June 30, 2001, a secured party is permitted and required to file in the same office, after June 30, 2001, any related amendment, release, assignment, continuation statement or termination statement.
In addition to providing information as required by section 9-512 , any amendment should contain information that, if not provided, would justify the filing office in rejecting the amendment for filing, as set out in section 9- 516(b) . See also the model form at section 9-521, which meets the requirements of section 9-516 . As made clear by Official Comment 9 to section 9-516, as well as Official Comment 3 to section 9-520, if the filing office accepts a record for filing but that record does not meet the requirements of section 9-516(b), the filing will be fully effective, so long as it meets the requirements of section 9-502 ; however, the secured party bears the risk that the filing may be rejected under sections 9-516(b) and 9-520(a), or that a buyer or competing security interest holder may give value in reliance upon information required to be disclosed, but which somehow is incompletely or inaccurately disclosed. Revised section 9-338 . Under revised Article 9, the filing office has no role in determining whether filed records contain accurate or materially complete information. Accordingly, a secured party cannot rely solely on the fact that a filing office accepts a record for filing. Ultimately, the secured party must be responsible for disclosing all required items of information, and in a manner that is not inaccurate or materially misleading. See also Oklahoma Comments to sections 9-338, 9-502 , 9-516 , 9-520 and 9-521 .
Under some circumstances, a financing statement filed before July 1, 2001, will be required to be amended after June 30, 2001. One example occurs when a new debtor becomes bound by a security agreement and, more than four months after that date, the new debtor acquires additional collateral. Section 9-508 . If the debtor's name varies so significantly from the old debtor that it is seriously misleading when compared to the name in the financing statement, the secured party must file an amendment in order to avoid being unperfected as to any collateral acquired by the new debtor more than four months after the change. There is a similar rule where the debtor changes its name. Section 9-507 and 9- 508 . As a best practice and as notice to third parties, the secured party may prefer to file an amendment whenever any debtor's name changes--even if the secured party does not expect the debtor to acquire additional collateral in the future.
In certain cases a secured party may want to file an amendment on an optional basis after June 30, 2001 in order to change the collateral description in a financing statement that was filed under former Article 9. For example this would apply if the secured party is adding collateral to an existing loan, or simply wants to take advantage of new or broadened collateral categories under revised Article 9.
In any of these situations, whenever a secured party files an amendment after June 30, 2001, with respect to an old Article 9 financing statement, it may be a "best practice" to include in that amendment any other items of information not contained in the related, previously-filed financing statement, but required by revised sections 9-502 and 9-516 to be included in a financing statement filed after June 30, 2001. As provided in section 9-705(f) , this approach is mandatory when filing an amendment that is a continuation statement; but it is not required in filing other amendments. Taking this approach even for ordinary amendments would conform the information on file to what would be required for completely new filings, thereby giving third parties better notice. However, an amendment that is not a continuation statement cannot be rejected by the filing office unless one of the specific grounds for rejection, as set out in section 9-516(b) , applies.