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Regular Session, 2012
HOUSE BILL NO. 369
BY REPRESENTATIVE FOIL
(On Recommendation of the Louisiana State Law Institute)
COMMERCIAL LAWS/LA.(UCC): Provides relative to Chapter 9 of the Louisiana
Commercial Laws
AN ACT1
To amend and reenact R.S. 10:9-102(a)(7)(B), (10), (50), and (68) through (80),2
9-105(b)(introductory paragraph), (4), and (6), 9-307(f) (introductory paragraph) and3
(2), 9-311(a)(introductory paragraph) and (3), 9-317(b) and (d), 9-326, 9-406(e),4
9-408(b), 9-503(a)(1) through (4), and (b)(introductory paragraph) and (2), 9-507(c),5
9-515(f), 9-516(b)(3)(B)(introductory paragraph) and (C), and (5), 9-518(a),6
(b)(introductory paragraph) and (2), and (c), 9-523(g) and to enact R.S. 10:9-7
102(a)(81), 9-316(h) and (i), 9-503(a)(5) and (6), and (f) through (h), 9-518(d) and8
(e), and 9-801 through 9-809, relative to secured transactions; to provide for9
definitions; to provide for control of electronic chattel paper; to provide for location10
of the debtor; to provide for perfection of security interests; to provide for continued11
perfection of security interests following change in governing law; to provide for12
discharge of account debtor; to provide for interests that take priority over or take13
free of security interests or agricultural liens; to provide for priority of security14
interests created by a new debtor; to provide for restrictions on assignments; to15
provide for sufficiency of a debtor's name; to provide for duration and effectiveness16
of the financing statement; to provide for filing and effectiveness of filing; to provide17
for claims concerning inaccurate or wrongfully filed records; to provide relative to18
information received from the filing office; to provide for transitional provisions; to19 HLS 12RS-770 ORIGINAL
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provide for applicability and retroactivity; to provide for an effective date; and to1
provide for related matters.2
Be it enacted by the Legislature of Louisiana:3
Section 1. R.S. 10:9-102(a)(7)(B), (10), (50), and (68) through (80),4
9-105(b)(introductory paragraph), (4), and (6), 9-307(f)(introductory paragraph) and (2),5
9-311(a)(introductory paragraph) and (3), 9-317(b) and (d), 9-326, 9-406(e), 9-408(b),6
9-503(a)(1) through (4), and (b)(introductory paragraph) and (2), 9-507(c), 9-515(f),7
9-516(b)(3)(B)(introductory paragraph) and (C), and (5), 9-518(a), (b)(introductory8
paragraph) and (2), and (c), 9-523(g) are hereby amended and reenacted and R.S. 10:9-9
102(a)(81), 9-316(h) and (i), 9-503(a)(5) and (6), and (f) through (h), 9-518(d) and (e) are10
hereby enacted to read as follows:11
§9-102. Definitions and index of definitions12
(a) In this Chapter:13
* * *14
(7) "Authenticate" means:15
* * *16
(B) to execute or otherwise adopt a symbol, or encrypt or similarly process17
a record in whole or in part, with the present intent of the authenticating person to18
identify the person and adopt or accept a record. with present intent to adopt or19
accept a record, to attach to or logically associate with the record an electronic20
sound, symbol, or process.21
* * *22
(10) "Certificate of title" means a certificate of title with respect to which a23
statute provides for the security interest in question to be indicated on the certificate24
as a condition or result of the security interest's obtaining priority over the rights of25
a lien creditor with respect to the collateral. The term includes another record26
maintained as an alternative to a certificate of title by the governmental unit that27
issues certificates of title if a statute permits the security interest to be indicated on28 HLS 12RS-770 ORIGINAL
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the record as a condition or result of the security interest's obtaining priority over the1
rights of a lien creditor with respect to the collateral.2
* * *3
(50) "Jurisdiction of organization", with respect to a registered organization,4
means the jurisdiction under whose law the organization is formed or organized.5
* * *6
(68) "Public organic record" means a record that is available to the public for7
inspection and is:8
(A) a record consisting of the record initially filed with or issued by a state9
or the United States to form or organize an organization and any record filed with or10
issued by the state or the United States which amends or restates the initial record;11
(B) an organic record of a business trust consisting of the record initially12
filed with a state and any record filed with the state which amends or restates the13
initial record, if a statute of the state governing business trusts requires that the14
record be filed with the state; or15
(C) a record consisting of legislation enacted by the legislature of a state or16
the Congress of the United States which forms or organizes an organization, any17
record amending the legislation, and any record filed with or issued by the state or18
the United States which amends or restates the name of the organization.19
(69) "Pursuant to commitment", with respect to an advance made or other20
value given by a secured party, means pursuant to the secured party's obligation,21
whether or not a subsequent event of default or other event not within the secured22
party's control has relieved or may relieve the secured party from its obligation.23
(69)(70) "Record", except as used in "for record", "of record", "record or24
legal title", and "record owner", means information that is inscribed on a tangible25
medium or which is stored in an electronic or other medium and is retrievable in26
perceivable form.27
(70)(71) "Registered organization" means an organization organized solely28
under the law of a single State or the United States and as to which the State or the29 HLS 12RS-770 ORIGINAL
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United States must maintain a public record showing the organization to have been1
organized. by the filing of a public organic record with, the issuance of a public2
organic record by, or the enactment of legislation by the state or the United States.3
The term includes a business trust that is formed or organized under the law of a4
single state if a statute of the state governing business trusts requires that the5
business trust's organic record be filed with the state. A Louisiana corporation,6
limited liability company, partnership in commendam (limited partnership), or7
registered limited liability partnership that is registered with the Louisiana secretary8
of state is a registered organization.9
(71)(72) "Secondary obligor" means a guarantor, surety, or other obligor to10
the extent that:11
(A) the obligor's obligation is secondary; or12
(B) the obligor has a right of recourse with respect to an obligation secured13
by collateral against the debtor, another obligor, or property of either.14
(72)(73) "Secured party" means:15
(A) a person in whose favor a security interest is created or provided for16
under a security agreement, whether or not any obligation to be secured is17
outstanding;18
(B) a person that holds an agricultural lien;19
(C) a consignor;20
(D) a person to which accounts, chattel paper, payment intangibles, or21
promissory notes have been sold;22
(E) a trustee, indenture trustee, agent, collateral agent, or other representative23
in whose favor a security interest or agricultural lien is created or provided for; or24
(F) a person that holds a security interest arising under R.S. 10:4-210 or25
5-118.26
(73)(74) "Security agreement" means an agreement that creates or provides27
for a security interest.28
(74)(75) "Send", in connection with a record or notification, means:29 HLS 12RS-770 ORIGINAL
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(A) to deposit in the mail, deliver for transmission, or transmit by any other1
usual means of communication, with postage or cost of transmission provided for,2
addressed to any address reasonable under the circumstances; or3
(B) to cause the record or notification to be received within the time that it4
would have been received if properly sent under subparagraph Subparagraph (A).5
(75)(76) "Software" means a computer program and any supporting6
information provided in connection with a transaction relating to the program. The7
term does not include a computer program that is included in the definition of goods.8
(76)(77) "State" means a State of the United States, the District of Columbia,9
Puerto Rico, the United States Virgin Islands, or any territory or insular possession10
subject to the jurisdiction of the United States.11
(77)(78) "Supporting obligation" means a letter-of-credit right or secondary12
obligation that supports the payment or performance of an account, chattel paper, a13
document, a general intangible, an instrument, or investment property.14
(78)(79) "Tangible chattel paper" means chattel paper evidenced by a record15
or records consisting of information that is inscribed on a tangible medium.16
(79)(80) "Termination statement" means an amendment of a financing17
statement which:18
(A) identifies, by its file number, the initial financing statement to which it19
relates; and20
(B) indicates either that it is a termination statement or that the identified21
financing statement is no longer effective.22
(80)(81) "Transmitting utility" means a person primarily engaged in the23
business of:24
(A) operating a railroad, subway, street railway, or trolley bus;25
(B) transmitting communications electrically, electromagnetically, or by26
light;27
(C) transmitting goods by pipeline or sewer;28 HLS 12RS-770 ORIGINAL
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(D) transmitting or producing and transmitting electricity, steam, gas, or1
water; or2
(E) a combination of any of the foregoing.3
* * *4
§9-105. Control of electronic chattel paper5
(a) General rule: control of electronic chattel paper. A secured party has6
control of electronic chattel paper if a system employed for evidencing the transfer7
of interests in the chattel paper reliably establishes the secured party as the person8
to which the chattel paper was assigned.9
(b) Specific facts giving control. A system satisfies Subsection (a) if the10
record or records comprising the chattel paper are created, stored, and assigned in11
such a manner that:12
* * *13
(4) copies or revisions amendments that add or change an identified assignee14
of the authoritative copy can be made only with the participation consent of the15
secured party;16
* * *17
(6) any revision amendment of the authoritative copy is readily identifiable18
as an authorized or unauthorized revision.19
* * *20
§9-307. Location of debtor21
* * *22
(f) Location of registered organization organized under federal law; bank23
branches and agencies. Except as otherwise provided in subsection Subsection (i),24
a registered organization that is organized under the law of the United States and a25
branch or agency of a bank that is not organized under the law of the United States26
or a State are located:27
* * *28 HLS 12RS-770 ORIGINAL
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(2) in the State that the registered organization, branch, or agency designates,1
if the law of the United States authorizes the registered organization, branch, or2
agency to designate its State state of location, including by designating its main3
office, home office, or other comparable office; or4
* * *5
§9-311. Perfection of security interests in property subject to certain statutes,6
regulations, and treaties7
(a) Security interest subject to other law. Except as otherwise provided in8
subsection (d) Subsection (d) of this Section, the filing of a financing statement is not9
necessary or effective to perfect a security interest in property subject to:10
* * *11
(3) a certificate-of-title statute of another jurisdiction which provides for a12
security interest to be indicated on the a certificate of title as a condition or result of13
the security interest's obtaining priority over the rights of a lien creditor with respect14
to the property.15
* * *16
§9-316. Continued perfection of security interest following change in governing law17
* * *18
(h) Effect on filed financing statement of change in governing law. The19
following rules apply to collateral to which a security interest attaches within four20
months after the debtor changes its location to another jurisdiction:21
(1) A financing statement filed before the change pursuant to the law of the22
jurisdiction designated in R.S. 10:9-301(1) or 9-305(c) is effective to perfect a23
security interest in the collateral if the financing statement would have been effective24
to perfect a security interest in the collateral had the debtor not changed its location.25
(2) If a security interest perfected by a financing statement that is effective26
under Paragraph (1) of this Subsection becomes perfected under the law of the other27
jurisdiction before the earlier of the time the financing statement would have become28
ineffective under the law of the jurisdiction designated in R.S. 10:9-301(1) or29 HLS 12RS-770 ORIGINAL
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9-305(c) or the expiration of the four-month period, it remains perfected thereafter.1
If the security interest does not become perfected under the law of the other2
jurisdiction before the earlier time or event, it becomes unperfected and is deemed3
never to have been perfected as against a purchaser of the collateral for value.4
(i) Effect of change in governing law on financing statement filed against5
original debtor. If a financing statement naming an original debtor is filed pursuant6
to the law of the jurisdiction designated in R.S. 10:9-301(1) or 9-305(c) and the new7
debtor is located in another jurisdiction, the following rules apply:8
(1) The financing statement is effective to perfect a security interest in9
collateral acquired by the new debtor before, and within four months after, the new10
debtor becomes bound under R.S. 10:9-203(d), if the financing statement would have11
been effective to perfect a security interest in the collateral had the collateral been12
acquired by the original debtor.13
(2) A security interest perfected by the financing statement and which14
becomes perfected under the law of the other jurisdiction before the earlier of the15
time the financing statement would have become ineffective under the law of the16
jurisdiction designated in R.S. 10:9-301(1) or 9-305(c) or the expiration of the17
four-month period remains perfected thereafter. A security interest that is perfected18
by the financing statement but which does not become perfected under the law of the19
other jurisdiction before the earlier time or event becomes unperfected and is deemed20
never to have been perfected as against a purchaser of the collateral for value.21
§9-317. Interests that take priority over or take free of security interest or22
agricultural lien23
* * *24
(b) Buyers that receive delivery. Except as otherwise provided in Subsection25
(e) of this Section, a buyer, other than a secured party, of tangible chattel paper,26
tangible documents, goods, instruments, or a security certificate certificated security27 HLS 12RS-770 ORIGINAL
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takes free of a security interest or agricultural lien if the buyer gives value and1
receives delivery of the collateral before it is perfected.2
* * *3
(d) Licensees and buyers of certain collateral. A licensee of a general4
intangible or a buyer, other than a secured party, of accounts, electronic chattel5
paper, electronic documents, general intangibles, or investment property collateral6
other than tangible chattel paper, tangible documents, goods, instruments, or a7
certificated security takes free of a security interest if the licensee or buyer gives8
value before it is perfected.9
* * *10
§9-326. Priority of security interests created by new debtor11
(a) Subordination of security interest created by new debtor. Subject to12
subsection (b) Subsection (b) of this Section, a security interest that is created by a13
new debtor which is in collateral in which the new debtor has or acquires rights and14
is perfected solely by a filed financing statement that is effective solely under R.S.15
10:9-508 in collateral in which a new debtor has or acquires rights would be16
ineffective to perfect the security interest but for the application of R.S. 10:9-17
316(i)(1) or 9-508 is subordinate to a security interest in the same collateral which18
is perfected other than by such a filed financing statement that is effective solely19
under R.S. 10:9-508.20
(b) Priority under other provisions; multiple original debtors. The other21
provisions of this Part determine the priority among conflicting security interests in22
the same collateral perfected by filed financing statements that are effective solely23
under R.S. 10:9-508 described in Subsection (a) of this Section. However, if the24
security agreements to which a new debtor became bound as debtor were not entered25
into by the same original debtor, the conflicting security interests rank according to26
priority in time of the new debtor's having become bound.27
* * *28 HLS 12RS-770 ORIGINAL
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§9-406. Discharge of account debtor; notification of assignment; identification and1
proof of assignment; restrictions on assignment of accounts, chattel paper,2
payment intangibles, and promissory notes ineffective3
* * *4
(e) Inapplicability of subsection (d) Subsection (d) of this Section to certain5
sales. Subsection (d) of this Section does not apply to the sale of a payment6
intangible or promissory note, other than a sale pursuant to a disposition under R.S.7
10:9-610 or an acceptance of collateral under R.S. 10:9-620.8
* * *9
§9-408. Restrictions on assignment of promissory notes, health-care-insurance10
receivables, and certain general intangibles ineffective11
* * *12
(b) Applicability of subsection (a) Subsection (a) of this Section to sales of13
certain rights to payment. Subject to subsection (f) Subsection (f) of this Section,14
subsection (a) Subsection (a) of this Section applies to a security interest in a15
payment intangible or promissory note only if the security interest arises out of a sale16
of the payment intangible or promissory note, other than a sale pursuant to a17
disposition under R.S. 10:9-610 or an acceptance of collateral under R.S. 10:9-620.18
* * *19
§9-503. Name of debtor and secured party20
(a) Sufficiency of debtor's name. A financing statement sufficiently provides21
the name of the debtor:22
(1) except as otherwise provided in Paragraph (3) of this Subsection, if the23
debtor is a registered organization or the collateral is held in a trust that is a24
registered organization, only if the financing statement provides the name of the25
debtor indicated that is stated to be the registered organization's name on the public26
organic record of most recently filed with or issued or enacted by the debtor's27
registered organization's jurisdiction of organization which shows the debtor to have28 HLS 12RS-770 ORIGINAL
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been organized purports to state, amend, or restate the registered organization's name;1
(2) subject to Subsection (f) of this Section, if the debtor is a decedent's2
estate collateral is being administered by the personal representative of a decedent,3
only if the financing statement provides, as the name of the debtor, the name of the4
decedent and, in a separate part of the financing statement, indicates that the debtor5
is an estate collateral is being administered by a personal representative;6
(3) if the debtor is a trust or a trustee acting with respect to property held in7
trust, only if the financing statement:8
(A) provides the name specified for the trust in its organic documents or, if9
no name is specified, provides the name of the settlor and additional information10
sufficient to distinguish the debtor from other trusts having one or more of the same11
settlors; and12
(B) indicates, in the debtor's name or otherwise, that the debtor is a trust or13
is a trustee acting with respect to property held in trust; and collateral is held in a14
trust that is not a registered organization, only if the financing statement:15
(A) provides, as the name of the debtor:16
(i) if the organic record of the trust specifies a name for the trust, the name17
specified; or18
(ii) if the organic record of the trust does not specify a name for the trust, the19
name of the settlor or testator; and20
(B) in a separate part of the financing statement:21
(i) if the name is provided in accordance with Subparagraph (A)(i) of this22
Paragraph, indicates that the collateral is held in a trust; or23
(ii) if the name is provided in accordance with Subparagraph (A)(ii) of this24
Paragraph, provides additional information sufficient to distinguish the trust from25
other trusts having one or more of the same settlors or the same testator and indicates26
that the collateral is held in a trust, unless the additional information so indicates;27
(4) subject to Subsection (g) of this Section, if the debtor is an individual to28
whom this state has issued a driver's license that has not expired, only if the29 HLS 12RS-770 ORIGINAL
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financing statement provides the name of the individual which is indicated on the1
driver's license;2
(5) if the debtor is an individual to whom Paragraph (4) of this Subsection3
does not apply, only if the financing statement provides the individual name of the4
debtor or the surname and first personal name of the debtor; and5
(4)(6) in other cases:6
(A) if the debtor has a name, only if it the financing statement provides the7
individual or organizational name of the debtor; and8
(B) if the debtor does not have a name, only if it provides the names of the9
partners, members, associates, or other persons comprising the debtor, in a manner10
that each name provided would be sufficient if the person named were the debtor.11
(b) Additional debtor-related information. A financing statement that12
provides the name of the debtor in accordance with subsection (a) Subsection (a) of13
this Section is not rendered ineffective by the absence of:14
* * *15
(2) unless required under subsection (a)(4)(B) Subsection (a)(6)(B) of this16
Section, names of partners, members, associates, or other persons comprising the17
debtor.18
* * *19
(f) Name of decedent. The name of the decedent indicated on the order20
appointing the personal representative of the decedent issued by the court having21
jurisdiction over the collateral is sufficient as the "name of the decedent" under22
Subsection (a)(2) of this Section.23
(g) Multiple driver's licenses. If this state has issued to an individual more24
than one driver's license of a kind described in Subsection (a)(4) of this Section, the25
one that was issued most recently is the one to which Subsection (a)(4) of this26
Section refers.27
(h) Definition. In this Section, the "name of the settlor or testator" means:28 HLS 12RS-770 ORIGINAL
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(1) if the settlor is a registered organization, the name that is stated to be the1
settlor's name on the public organic record most recently filed with or issued or2
enacted by the settlor's jurisdiction of organization which purports to state, amend,3
or restate the settlor's name; or4
(2) in other cases, the name of the settlor or testator indicated in the trust's5
organic record.6
* * *7
§9-507. Effect of certain events on effectiveness of financing statement8
* * *9
(c) Change in debtor's name. If a debtor so changes it's the name that a filed10
financing statement provides for a debtor becomes insufficient as the name of the11
debtor under R.S. 10:9-503(a) so that the financing statement becomes seriously12
misleading under R.S. 10:9-506:13
(1) the financing statement is effective to perfect a security interest in14
collateral acquired by the debtor before, or within four months after, the change filed15
financing statement becomes seriously misleading; and16
(2) the financing statement is not effective to perfect a security interest in17
collateral acquired by the debtor more than four months after the change filed18
financing statement becomes seriously misleading, unless an amendment to the19
financing statement which renders the financing statement not seriously misleading20
is filed within four months after the change the financing statement became seriously21
misleading.22
* * *23
§9-515. Duration and effectiveness of financing statement; effect of lapsed24
financing statement25
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(f) Transmitting utility financing statement. If a debtor is a transmitting1
utility and a filed initial financing statement so indicates, the financing statement is2
effective until a termination statement is filed.3
* * *4
§9-516. What constitutes filing; effectiveness of filing5
* * *6
(b) Refusal to accept record; filing does not occur. A filing office may7
refuse to accept a record for filing only because:8
* * *9
(3)10
* * *11
(B) in the case of an amendment or correction information statement, the12
record:13
* * *14
(C) in the case of an initial financing statement that provides the name of a15
debtor identified as an individual or an amendment that provides a name of a debtor16
identified as an individual which was not previously provided in the financing17
statement to which the record relates, the record does not identify the debtor's last18
name surname.19
* * *20
(5) in the case of an initial financing statement or an amendment that21
provides a name of a debtor which was not previously provided in the financing22
statement to which the amendment relates, the record does not:23
(A) provide a mailing address for the debtor; or24
(B) indicate whether the name provided as the name of the debtor is the25
name of an individual or an organization; or26
(C) if the financing statement indicates that the debtor is an organization,27
provide:28
(i) a type of organization for the debtor;29 HLS 12RS-770 ORIGINAL
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(ii) a jurisdiction of organization for the debtor; or1
(iii) an organizational identification number for the debtor or indicate that2
the debtor has none;3
* * *4
§9-518. Claim concerning inaccurate or wrongfully filed record5
(a) Correction statement Statement with respect to record indexed under6
person's name. A person may file in the filing office where the financing statement7
was originally filed a correction an information statement with respect to a record8
indexed under the person's name if the person believes that the record is inaccurate9
or was wrongfully filed.10
(b) Sufficiency of correction statement Contents of statement under11
Subsection (a) of this Section. A correction An information statement under12
Subsection (a) of this Section must:13
* * *14
(2) indicate that it is a correction an information statement; and15
* * *16
(c) Statement by secured party of record. A person may file in the filing17
office an information statement with respect to a record filed there if the person is18
a secured party of record with respect to the financing statement to which the record19
relates and believes that the person that filed the record was not entitled to do so20
under R.S. 10:9-509(d).21
(d) Contents of statement under Subsection (c) of this Section. An22
information statement under Subsection (c) of this Section must:23
(1) identify the record to which it relates by the file number assigned to the24
initial financing statement to which the record relates;25
(2) indicate that it is an information statement; and26
(3) provide the basis for the person's belief that the person that filed the27
record was not entitled to do so under R.S. 10:9-509(d).28 HLS 12RS-770 ORIGINAL
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(c)(e) Record not affected by correction information statement. The filing1
of a correction an information statement does not affect the effectiveness of an initial2
financing statement or other filed record.3
* * *4
§9-523. Information from filing office; sale or license of records5
* * *6
(g) Certification. The secretary of state shall, within two business days7
following receipt of information transmitted under R.S. 10:9-519(a)(4), send written8
acknowledgment confirming such receipt and reflecting all information received and9
included in the master index to the secured party of record, and to the person whose10
name and address is listed in the record for such acknowledgment. The secretary of11
state is excused from sending the acknowledgment to a secured party of record or a12
person filing the record whose address is not provided in the record.13
* * *14
Section 2. R.S. 10:9-801 through 9-809 are hereby enacted to read as follows:15
PART 8. EFFECTIVENESS16
§9-801. Definition of "Act"; effective date17
In this Part, "Act" means the Act that originated as House Bill No. ___ of the18
2012 Regular Session of the Legislature which enacted this Part 8 and amended other19
provisions of law in other Parts of this Chapter. The Act takes effect on July 1, 2013.20
§9-802. Savings clause21
(a) Pre-effective-date transactions or liens. Except as otherwise provided in22
this Part, the Act applies to a transaction or lien within its scope, even if the23
transaction or lien was entered into or created before the Act takes effect.24
(b) Pre-effective-date proceedings. The Act does not affect an action, case,25
or proceeding commenced before the Act takes effect.26
§9-803. Security interest perfected before effective date27
(a) Continuing perfection: perfection requirements satisfied. A security28
interest that is a perfected security interest immediately before the Act takes effect29 HLS 12RS-770 ORIGINAL
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is a perfected security interest under Chapter 9 as amended by the Act if, when the1
Act takes effect, the applicable requirements for attachment and perfection under2
Chapter 9 as amended by the Act are satisfied without further action.3
(b) Continuing perfection: perfection requirements not satisfied. Except as4
otherwise provided in R.S. 10:9-805, if, immediately before the Act takes effect, a5
security interest is a perfected security interest, but the applicable requirements for6
perfection under Chapter 9 as amended by the Act are not satisfied when the Act7
takes effect, the security interest remains perfected thereafter only if the applicable8
requirements for perfection under Chapter 9 as amended by the Act are satisfied9
within one year after the Act takes effect.10
§9-804. Security interest unperfected before effective date11
A security interest that is an unperfected security interest immediately before12
the Act takes effect becomes a perfected security interest:13
(1) without further action, when the Act takes effect if the applicable14
requirements for perfection under Chapter 9 as amended by the Act were satisfied15
before or at that time and remained satisfied at that time; or16
(2) when the applicable requirements for perfection are satisfied if the17
requirements are satisfied after that time.18
Louisiana Official Revision Comments- 201219
The language in Paragraph (1) of this Section has been modified in Louisiana20
to clarify that if the requirements for perfection under the new rules were satisfied21
before the July 1, 2013, effective date, then those requirements must remain satisfied22
on the effective date for this provision to apply. This clarification is consistent with23
the intent of the source provision, R.S. 10:9-704, for this Section 9-804. The 200124
national official comment to Section 9-704 states that a security interest "becomes25
a perfected security interest on the effective date [of that restatement] if, at that time,26
the security interest satisfies the requirements for perfection" under the amended27
statute. The Louisiana non-uniform changes in Paragraph (1) of this Section are28
intended to avoid the unintended implication that a security interest which at one29
time satisfied the requirements for perfection, but no longer does so on the effective30
date, is nonetheless revived by the literal language of the national provision.31
§9-805. Effectiveness of action taken before effective date32
(a) Pre-effective-date filing effective. The filing of a financing statement33
before the Act takes effect is effective to perfect a security interest to the extent the34 HLS 12RS-770 ORIGINAL
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filing would satisfy the applicable requirements for perfection under Chapter 9 as1
amended by the Act.2
(b) When pre-effective-date filing becomes ineffective. The Act does not3
render ineffective an effective financing statement that, before the Act takes effect,4
is filed, and satisfies the applicable requirements for perfection under the law of the5
jurisdiction governing perfection as provided in Chapter 9 as it existed before6
amendment by the Act; however, except as otherwise provided in Subsections (c)7
and (d) of this Section and R.S. 10: 9-806, the financing statement ceases to be8
effective:9
(1) if the financing statement is filed in this state, at the time the financing10
statement would have ceased to be effective had the Act not taken effect; or11
(2) if the financing statement is filed in another jurisdiction, at the earlier of:12
(A) the time the financing statement would have ceased to be effective under13
the law of that jurisdiction; or14
(B) June 30, 2018.15
(c) Continuation statement. The filing of a continuation statement after the16
Act takes effect does not continue the effectiveness of a financing statement filed17
before the Act takes effect; however, upon the timely filing of a continuation18
statement after the Act takes effect and in accordance with the law of the jurisdiction19
governing perfection as provided in Chapter 9 as amended by the Act, the20
effectiveness of a financing statement filed in the same office in that jurisdiction21
before the Act takes effect continues for the period provided by the law of that22
jurisdiction.23
(d) Application of Subsection (b)(2)(B) of this Section to transmitting utility24
financing statement. Subsection (b)(2)(B) of this Section applies to a financing25
statement that, before the Act takes effect, is filed against a transmitting utility and26
satisfies the applicable requirements for perfection under the law of the jurisdiction27
governing perfection as provided in Chapter 9 as it existed before amendment by the28
Act, only to the extent that Chapter 9 as amended by the Act provides that the law29 HLS 12RS-770 ORIGINAL
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of a jurisdiction other than the jurisdiction in which the financing statement is filed1
governs perfection of a security interest in collateral covered by the financing2
statement.3
(e) Application of Part 5. A financing statement that includes a financing4
statement filed before the Act takes effect and a continuation statement filed after the5
Act takes effect is effective only to the extent that it satisfies the requirements of Part6
5 as amended by the Act for an initial financing statement. A financing statement7
that indicates that the debtor is a decedent's estate indicates that the collateral is8
being administered by a personal representative within the meaning of R.S.9
10:9-503(a)(2) as amended by the Act. A financing statement that indicates that the10
debtor is a trust or is a trustee acting with respect to property held in trust indicates11
that the collateral is held in a trust within the meaning of R.S. 10:9-503(a)(3) as12
amended by the Act.13
§9-806. When initial financing statement suffices to continue effectiveness of14
financing statement15
(a) Initial financing statement in lieu of continuation statement. The filing16
of an initial financing statement in the office specified in R.S. 10:9-501 continues the17
effectiveness of a financing statement filed before the Act takes effect if:18
(1) the filing of an initial financing statement in that office would be19
effective to perfect a security interest under Chapter 9 as amended by the Act;20
(2) the pre-effective-date financing statement was filed in an office in21
another state; and22
(3) the initial financing statement satisfies Subsection (c) of this Section.23
(b) Period of continued effectiveness. The filing of an initial financing24
statement under Subsection (a) of this Section continues the effectiveness of the25
pre-effective-date financing statement:26
(1) if the initial financing statement is filed before the Act takes effect, for27
the period provided in unamended R.S. 10:9-515 with respect to an initial financing28
statement, and29 HLS 12RS-770 ORIGINAL
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(2) if the initial financing statement is filed after the Act takes effect, for the1
period provided in R.S. 10:9-515 as amended by the Act with respect to an initial2
financing statement.3
(c) Requirements for initial financing statement under Subsection (a) of this4
Section. To be effective for purposes of Subsection (a) of this Section, an initial5
financing statement must:6
(1) satisfy the requirements of Part 5 as amended by the Act for an initial7
financing statement;8
(2) identify the pre-effective-date financing statement by indicating the9
office in which the financing statement was filed and providing the dates of filing10
and file numbers, if any, of the financing statement and of the most recent11
continuation statement filed with respect to the financing statement; and12
(3) indicate that the pre-effective-date financing statement remains effective.13
§9-807. Amendment of pre-effective-date financing statement14
(a) "Pre-effective-date financing statement". In this Section and in R.S.15
10:9-806, "pre-effective-date financing statement" means a financing statement filed16
before the Act takes effect.17
(b) Applicable law. After the Act takes effect, a person may add or delete18
collateral covered by, continue or terminate the effectiveness of, or otherwise amend19
the information provided in, a pre-effective-date financing statement only in20
accordance with the law of the jurisdiction governing perfection as provided in21
Chapter 9 as amended by the Act; however, the effectiveness of a pre-effective-date22
financing statement also may be terminated in accordance with the law of the23
jurisdiction in which the financing statement is filed.24
(c) Method of amending: general rule. Except as otherwise provided in25
Subsection (d) of this Section, if the law of this state governs perfection of a security26
interest, the information in a pre-effective-date financing statement may be amended27
after the Act takes effect only if:28 HLS 12RS-770 ORIGINAL
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(1) the pre-effective-date financing statement and an amendment are filed1
in the office specified in R.S. 10:9-501;2
(2) an amendment is filed in the office specified in R.S. 10:9-512(a)3
concurrently with, or after the filing in that office of, an initial financing statement4
that satisfies R.S. 10:9-806(c); or5
(3) an initial financing statement that provides the information as amended6
and satisfies R.S. 10:9-806(c) is filed in the office specified in R.S. 10:9-501.7
(d) Method of amending: continuation. If the law of this state governs8
perfection of a security interest, the effectiveness of a pre-effective-date financing9
statement may be continued only under R.S. 10:9-805(c) and (e) or 9-806.10
(e) Method of amending: additional termination rule. Whether or not the law11
of this state governs perfection of a security interest, the effectiveness of a12
pre-effective-date financing statement filed in this state may be terminated after the13
Act takes effect by filing a termination statement in the office in which the14
pre-effective-date financing statement is filed, unless an initial financing statement15
that satisfies R.S. 10:9-806(c) has been filed in the office specified by the law of the16
jurisdiction governing perfection as provided in Chapter 9 as amended by the Act as17
the office in which to file a financing statement.18
Louisiana Official Revision Comments - 201219
Subsection (a) is clarified in Louisiana. Although revised U.C.C. Article 920
defines this term solely for use in this Section, the term actually is used in Section21
9-806 as well. Compare R.S. 10:9-710(b).22
§9-808. Person entitled to file initial financing statement or continuation statement23
A person may file an initial financing statement or a continuation statement24
under this Part if:25
(1) the secured party of record authorizes the filing; and26
(2) the filing is necessary under this Part:27
(A) to continue the effectiveness of a financing statement filed before the28
Act takes effect; or29
(B) to perfect or continue the perfection of a security interest.30 HLS 12RS-770 ORIGINAL
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§9-809. Priority1
Chapter 9 as amended by the Act determines the priority of conflicting claims2
to collateral; however, if the relative priorities of the claims were established before3
the Act takes effect, Chapter 9 as it existed before amendment determines priority.4
Section 3. The Louisiana State Law Institute is hereby directed to insert the5
following comments following the provisions of R.S. 10:9-109(e).6
Louisiana Official Revision Comments - 20127
The national official comments to this basic scope provision are revised to8
clarify that "the subjective intention of the parties with respect to the legal9
characterization of their transaction is irrelevant" to whether this Chapter applies.10
As a general proposition, that statement is in accord with Louisiana jurisprudence,11
which provides that the form of contractual instruments is of little account in12
determining their nature. Although parties may attempt to structure their13
relationships in particular ways by designating roles through the use of legally14
charged language, Louisiana courts are bound to find the relationships as they exist,15
and not simply as they have been described.16
Certain Louisiana statutes, however, create exceptions to this general rule.17
Examples include Subsection (e) of this Section, the Louisiana Exchange Sale of18
Receivables Act (R.S. 9:3137.1, et seq.), the Louisiana Electric Utility Storm19
Recovery Securitization Act (R.S. 45:1230), and the Louisiana Electric Utility20
Investment Recovery Securitization Act (R.S. 45:1255), which provide that the21
parties' characterization of a transaction within the scope of such provisions is22
generally conclusive.23
Section 4. The provisions of this Act shall become effective on July 1, 2013.24
DIGEST
The digest printed below was prepared by House Legislative Services. It constitutes no part
of the legislative instrument. The keyword, one-liner, abstract, and digest do not constitute
part of the law or proof or indicia of legislative intent. [R.S. 1:13(B) and 24:177(E)]
Foil HB No. 369
Abstract: Provides for the revision of the Uniform Commercial Code-Secured Transactions
in order to maintain national uniformity.
Present law (R.S. 10:9-102(a)(7)(B)) provides that "authenticate" means to process a record
with the present intent of the authenticating person to identify the person and adopt or accept
a record.
Proposed law changes the law in part by providing that "authenticate" means with present
intent to adopt or accept a record, to attach to, or logically associate with the record an
electronic sound, symbol or process.
Present law (R.S. 10:9-102(a)(10)) defines "certificate of title" as a certification of title
providing for the security interest to be indicated on the title. HLS 12RS-770 ORIGINAL
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Proposed law eliminates the need for the state's issuing authority to deliver a paper
certificate of title covering goods that are encumbered by a security interest if the state
agency that issues title certificates maintains an electronic record that evidences ownership
of the goods and in which a security interest in the goods may be noted. The second
sentence of the definition provides that such a record is a "certificate of title" if it is in fact
maintained as an alternative to the issuance of a paper certificate.
Present law (R.S. 10:9-102(a)(50)) provides that, with respect to a registered organization,
"jurisdiction of organization" means the jurisdiction under whose law the organization is
organized.
Proposed law clarifies the law to include entities that are formed rather than organized.
Proposed law (R.S. 10:9-102(a)(68)) adds the definition of a "public organic record", and
defines it as the original record to form or organize an organization, and any record filed
with or issued by the state or the U.S. amending or restating the initial record; and an organic
record of business trust consisting of the original or amended record filed with the state.
Present law (R.S. 10:9-102(a)(71)) provides that "registered organization" means an
organization organized under the law of a single state or the U.S., and as to which a public
record showing the organization to have been organized must be maintained.
Proposed law changes the law in part by using the new defined term "public organic record".
Proposed law clarifies the law by expressly providing that certain La. organizations are
registered organizations.
Present law (R.S. 10:9-105) provides rules for control of electronic chattel paper.
Proposed law clarifies the law by providing that a person has control of electronic chattel
paper if a system for evidencing transfer of interests in the chattel paper reliably establishes
the secured party as the person to which the chattel paper was assigned.
Present law (R.S. 10:9-307) provides rules regarding location of the debtor.
Proposed law clarifies the law regarding the location of registered organizations.
Present law (R.S. 10:9-311) provides for perfection of security interests in property subject
to certain statutes, regulations, and treaties.
Proposed law does not change the law.
Present law (R.S. 10:9-316) provides for continued perfection of security interest following
a change in governing law.
Proposed law changes the law in part by providing that a filed financing statement that
would have been effective to perfect a security interest in the collateral if the debtor had not
changed its location is effective to perfect a security interest in collateral acquired within
four months after the relocation.
Proposed law changes the law in part regarding collateral acquired by new debtor.
Present law (R.S. 10:9-317) provides for interests that take priority over or take free of
security interest or agricultural lien.
Proposed law clarifies but does not change the law.
Present law (R.S. 10:9-326) provides for priority of security interests created by new debtor. HLS 12RS-770 ORIGINAL
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Proposed law changes the law in part by adding a reference to new R.S. 10:9-316(i).
Present law (R.S. 10:9-406) provides for discharge of account debtor and assignment of
accounts.
Proposed law changes the law in part by excepting certain sales from the rule of R.S.
10:9-406(e).
Present law (R.S. 10:9-408) provides for ineffectiveness in restrictions on assignments.
Proposed law changes the law in part by excepting certain sales from the rule of R.S.
10:9-408(b).
Present law (R.S. 10:9-503) provides for the sufficiency of a debtor's name in a financing
statement and related matters.
Proposed law changes the law in part to provide for sufficiency of a debtor's name in
instances in which the collateral is held in a trust that is a registered organization.
Proposed law changes the law in part by providing that if the debtor is an individual and the
state has issued the debtor a driver's license that has not expired, the name is sufficiently
indicated if the financing statement provides the name indicated on the driver's license.
Present law (R.S. 10:9-507) provides for effect of certain events on the effectiveness of the
financing statement.
Proposed law changes the law in part to coordinate with the new provisions on sufficiency
of debtor's name.
Present law (R.S. 10:9-515) provides for duration and effectiveness of financing statement.
Proposed law clarifies the law relating to a transmitting utility financing statement.
Present law (R.S. 10:9-516) provides for what constitutes filing and effectiveness of filing.
Proposed law changes the law in part relative to the reasons why a filing office may refuse
to accept a record for filing.
Present law (R.S. 10:9-518) provides for claims regarding inaccurate or wrongfully filed
record.
Proposed law clarifies the law by providing that a secured party may, in certain instances,
file an information statement in the filing office with respect to a record filed there.
Present law (R.S. 10:9-523) provides for a written acknowledgment by the secretary of
state's office of information received for indexing from a secured party or others.
Proposed law excuses the secretary of state from sending the acknowledgment to a party
whose address is not provided in the record.
Effective July 1, 2013.
(Amends R.S. 10:9-102(a)(7)(B), (10), (50), and (68)-(80), 9-105(b)(intro. par.), (4), and (6),
9-307(f)(intro. para.) and (2), 9-311(a)(intro. para.) and (3), 9-317(b) and (d), 9-326,
9-406(e), 9-408(b), 9-503(a)(1)-(4), and (b)(intro. para.) and (2), 9-507(c), 9-515(f),
9-516(b)(3)(B)(intro. par.) and (C), and (5), 9-518(a), (b)(intro. par.) and (2), and (c),
9-523(g); Adds R.S. 10:9-102(a)(81), 9-316(h) and (i), 9-503(a)(5) and (6), and (f)-(h), 9-
518(d) and (e), and 9-801 - 9-809)