Purchase Money Security Interest and Super-Priority
The Value of UCCs: Beyond Basic Protection Let’s say you supply $250,000 worth of goods to your customer. If your customer defaults or files for...
Did you know UCC filings reduce collection needs? It’s true. How? Well, Article 9 of the Uniform Commercial Code (UCC) provides an opportunity for trade creditors (like you) to protect receivables (A/R, inventory, equipment etc.) by using the personal property assets of your customer as collateral. In the event your customer defaults or files for bankruptcy, a properly perfected UCC makes you a secured creditor, putting you in the best possible position to get paid.
In 1952, the Uniform Commercial Code (UCC) was created in an effort to promote commerce between states. Prior to the creation of the UCC, selling between states was similar to how we sell between countries today – there was a great deal of risk involved and little financial security available. Once the UCC was in place, it afforded creditors additional security, therefore enabling the extension of more credit (see: more sales).
When implementing a UCC filing program, it’s important to understand the widespread benefits: minimize credit risk, maximize profitability, shrink DSO, reduce collections, improve cash flow and increase sales.
Wait, “increase sales” – I know you are wondering if you read that correctly – yes, increase sales. UCC filing is more than reducing risk; it’s about the opportunity to expand your market, by providing you with the security needed to sell to marginal accounts and by providing the added security needed to increase existing clients’ credit lines.
A Financing Statement and a Security Agreement work together to protect your business. When your customer signs a Security Agreement, it lets you officially claim a legal interest (i.e., file a UCC) in things like equipment, inventory, sales money, and any money your customers owe you. Once the filing is completed, it protects all transactions for five years; protecting your bottom line as a secured creditor.
There are primarily two types of secured transactions under Article 9 of the Uniform Commercial Code: Blanket Filing and Purchase Money Security Interest (PMSI) Filing.
A Blanket filing is a security interest in all assets of your customer on a non-priority basis, eliminating potential conflict with your customer’s primary lender. The priority or payout in a bankruptcy is determined by the filing date (first in time, first in right). The UCC filing elevates the status of your accounts receivable to that of a secured creditor.
Blanket filings are applicable when providing financing, selling services, or in situations when your customer “consumes” or otherwise does not stock your goods.
A PMSI filing provides the same benefits as the blanket filing with the addition of the priority of repossession of specific identifiable goods, primarily inventory or equipment that your company would provide.
Why not? Your customer’s only involvement in the process is signing a security agreement. (This agreement or contract may be a stand-alone document or can be added to a standard credit application or other document.)
Trust me – your company is not the only company mitigating risk through UCC filings. Hundreds of thousands of companies throughout the country (even in Canada, Mexico, Australia and New Zealand) are securing receivables through the UCC process. Did you know that mortgages, car loans and secured lines of credit often have security language written right into the document? And, when you sign that document, the security language allows those companies to file a UCC. UCCs are a simple part of everyday business.
Determine when and where security is applicable in your business. For example, your company may deem filings are necessary for all customers with credit lines higher than $10,000.
Once you have set an account threshold, begin implementing the UCC filings by having your customer sign a security agreement. The best time to have your customer sign the agreement is at the time of contract and it’s a best practice to include the security agreement within the terms of your loan or credit application.
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Editor’s Note: This content was originally published in September 2015. It has since been updated and revised for 2025.
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