HLS 12RS-770 ENGROSSED
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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 La. Commercial
Laws
AN ACT1
To amend and reenact R.S. 10:9-102(a)(7)(B), (10), (50), and (68) through (80), 9-105(a),2
(b)(introductory paragraph), (4), and (6), 9-307(f)(introductory paragraph) and (2),3
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 Part 8 of Title 10 of the Louisiana revised Statutes of 1950, to be comprised9
of R.S. 10:9-801 through 9-809, relative to secured transactions; to provide for10
definitions; to provide for control of electronic chattel paper; to provide for location11
of the debtor; to provide for perfection of security interests; to provide for continued12
perfection of security interests following change in governing law; to provide for13
discharge of account debtor; to provide for interests that take priority over or take14
free of security interests or agricultural liens; to provide for priority of security15
interests created by a new debtor; to provide for restrictions on assignments; to16
provide for sufficiency of a debtor's name; to provide for duration and effectiveness17
of the financing statement; to provide for filing and effectiveness of filing; to provide18
for claims concerning inaccurate or wrongfully filed records; to provide relative to19
information received from the filing office; to provide for transitional provisions; to20
provide for applicability and retroactivity; to provide for an effective date; and to21
provide for related matters.22 HLS 12RS-770 ENGROSSED
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Be it enacted by the Legislature of Louisiana:1
Section 1. R.S. 10:9-102(a)(7)(B), (10), (50), and (68) through (80), 9-105(a),2
(b)(introductory paragraph), (4), and (6), 9-307(f)(introductory paragraph) and (2),3
9-311(a)(introductory paragraph) and (3), 9-317(b) and (d), 9-326, 9-406(e), 9-408(b),4
9-503(a)(1) through (4), and (b)(introductory paragraph) and (2), 9-507(c), 9-515(f),5
9-516(b)(3)(B)(introductory paragraph) and (C), and (5), 9-518(a), (b)(introductory6
paragraph) and (2), and (c), 9-523(g) are hereby amended and reenacted and 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) and (e) are8
hereby enacted to read as follows:9
§9-102. Definitions and index of definitions10
(a) In this Chapter:11
* * *12
(7) "Authenticate" means:13
* * *14
(B) to execute or otherwise adopt a symbol, or encrypt or similarly process15
a record in whole or in part, with the present intent of the authenticating person to16
identify the person and adopt or accept a record. with present intent to adopt or17
accept a record, to attach to or logically associate with the record an electronic18
sound, symbol, or process.19
* * *20
(10) "Certificate of title" means a certificate of title with respect to which a21
statute provides for the security interest in question to be indicated on the certificate22
as a condition or result of the security interest's obtaining priority over the rights of23
a lien creditor with respect to the collateral. The term includes another record24
maintained as an alternative to a certificate of title by the governmental unit that25
issues certificates of title if a statute permits the security interest in question to be26
indicated on the record as a condition or result of the security interest's obtaining27
priority over the rights of a lien creditor with respect to the collateral.28
* * *29 HLS 12RS-770 ENGROSSED
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(50) "Jurisdiction of organization", with respect to a registered organization,1
means the jurisdiction under whose law the organization is formed or organized.2
* * *3
(68) "Public organic record" means a record that is available to the public for4
inspection and is:5
(A) a record consisting of the record initially filed with or issued by a state6
or the United States to form or organize an organization and any record filed with or7
issued by the state or the United States which amends or restates the initial record;8
(B) an organic record of a business trust consisting of the record initially9
filed with a state and any record filed with the state which amends or restates the10
initial record, if a statute of the state governing business trusts requires that the11
record be filed with the state; or12
(C) a record consisting of legislation enacted by the legislature of a state or13
the Congress of the United States which forms or organizes an organization, any14
record amending the legislation, and any record filed with or issued by the state or15
the United States which amends or restates the name of the organization.16
(69) "Pursuant to commitment", with respect to an advance made or other17
value given by a secured party, means pursuant to the secured party's obligation,18
whether or not a subsequent event of default or other event not within the secured19
party's control has relieved or may relieve the secured party from its obligation.20
(69)(70) "Record", except as used in "for record", "of record", "record or21
legal title", and "record owner", means information that is inscribed on a tangible22
medium or which is stored in an electronic or other medium and is retrievable in23
perceivable form.24
(70)(71) "Registered organization" means an organization formed or25
organized solely under the law of a single State or the United States and as to which26
the State or the United States must maintain a public record showing the organization27
to have been organized. by the filing of a public organic record with, the issuance of28
a public organic record by, or the enactment of legislation by the state or the United29 HLS 12RS-770 ENGROSSED
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States. The term includes a business trust that is formed or organized under the law1
of a single state if a statute of the state governing business trusts requires that the2
business trust's organic record be filed with the state. A Louisiana corporation,3
limited liability company, partnership in commendam (limited partnership), or4
registered limited liability partnership that is registered with the Louisiana secretary5
of state is a registered organization.6
(71)(72) "Secondary obligor" means a guarantor, surety, or other obligor to7
the extent that:8
(A) the obligor's obligation is secondary; or9
(B) the obligor has a right of recourse with respect to an obligation secured10
by collateral against the debtor, another obligor, or property of either.11
(72)(73) "Secured party" means:12
(A) a person in whose favor a security interest is created or provided for13
under a security agreement, whether or not any obligation to be secured is14
outstanding;15
(B) a person that holds an agricultural lien;16
(C) a consignor;17
(D) a person to which accounts, chattel paper, payment intangibles, or18
promissory notes have been sold;19
(E) a trustee, indenture trustee, agent, collateral agent, or other representative20
in whose favor a security interest or agricultural lien is created or provided for; or21
(F) a person that holds a security interest arising under R.S. 10:4-210 or22
5-118.23
(73)(74) "Security agreement" means an agreement that creates or provides24
for a security interest.25
(74)(75) "Send", in connection with a record or notification, means:26
(A) to deposit in the mail, deliver for transmission, or transmit by any other27
usual means of communication, with postage or cost of transmission provided for,28
addressed to any address reasonable under the circumstances; or29 HLS 12RS-770 ENGROSSED
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(B) to cause the record or notification to be received within the time that it1
would have been received if properly sent under subparagraph Subparagraph (A).2
(75)(76) "Software" means a computer program and any supporting3
information provided in connection with a transaction relating to the program. The4
term does not include a computer program that is included in the definition of goods.5
(76)(77) "State" means a State of the United States, the District of Columbia,6
Puerto Rico, the United States Virgin Islands, or any territory or insular possession7
subject to the jurisdiction of the United States.8
(77)(78) "Supporting obligation" means a letter-of-credit right or secondary9
obligation that supports the payment or performance of an account, chattel paper, a10
document, a general intangible, an instrument, or investment property.11
(78)(79) "Tangible chattel paper" means chattel paper evidenced by a record12
or records consisting of information that is inscribed on a tangible medium.13
(79)(80) "Termination statement" means an amendment of a financing14
statement which:15
(A) identifies, by its file number, the initial financing statement to which it16
relates; and17
(B) indicates either that it is a termination statement or that the identified18
financing statement is no longer effective.19
(80)(81) "Transmitting utility" means a person primarily engaged in the20
business of:21
(A) operating a railroad, subway, street railway, or trolley bus;22
(B) transmitting communications electrically, electromagnetically, or by23
light;24
(C) transmitting goods by pipeline or sewer;25
(D) transmitting or producing and transmitting electricity, steam, gas, or26
water; or27
(E) a combination of any of the foregoing.28
* * *29 HLS 12RS-770 ENGROSSED
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§9-105. Control of electronic chattel paper1
(a) General rule: control of electronic chattel paper. A secured party has2
control of electronic chattel paper if a system employed for evidencing the transfer3
of interests in the chattel paper reliably establishes the secured party as the person4
to which the chattel paper was assigned.5
(b) Specific facts giving control. A system satisfies Subsection (a) if the6
record or records comprising the chattel paper are created, stored, and assigned in7
such a manner that:8
* * *9
(4) copies or revisions amendments that add or change an identified assignee10
of the authoritative copy can be made only with the participation consent of the11
secured party;12
* * *13
(6) any revision amendment of the authoritative copy is readily identifiable14
as an authorized or unauthorized revision.15
* * *16
§9-307. Location of debtor17
* * *18
(f) Location of registered organization organized under federal law; bank19
branches and agencies. Except as otherwise provided in subsection Subsection (i),20
a registered organization that is organized under the law of the United States and a21
branch or agency of a bank that is not organized under the law of the United States22
or a State are located:23
* * *24
(2) in the State that the registered organization, branch, or agency designates,25
if the law of the United States authorizes the registered organization, branch, or26
agency to designate its State state of location, including by designating its main27
office, home office, or other comparable office; or28
* * *29 HLS 12RS-770 ENGROSSED
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§9-311. Perfection of security interests in property subject to certain statutes,1
regulations, and treaties2
(a) Security interest subject to other law. Except as otherwise provided in3
subsection (d) Subsection (d) of this Section, the filing of a financing statement is not4
necessary or effective to perfect a security interest in property subject to:5
* * *6
(3) a certificate-of-title statute of another jurisdiction which provides for a7
security interest to be indicated on the a certificate of title as a condition or result of8
the security interest's obtaining priority over the rights of a lien creditor with respect9
to the property.10
* * *11
§9-316. Continued perfection of security interest following change in governing law12
* * *13
(h) Effect on filed financing statement of change in governing law. The14
following rules apply to collateral to which a security interest attaches within four15
months after the debtor changes its location to another jurisdiction:16
(1) A financing statement filed before the change pursuant to the law of the17
jurisdiction designated in R.S. 10:9-301(1) or 9-305(c) is effective to perfect a18
security interest in the collateral if the financing statement would have been effective19
to perfect a security interest in the collateral had the debtor not changed its location.20
(2) If a security interest perfected by a financing statement that is effective21
under Paragraph (1) of this Subsection becomes perfected under the law of the other22
jurisdiction before the earlier of the time the financing statement would have become23
ineffective under the law of the jurisdiction designated in R.S. 10:9-301(1) or24
9-305(c) or the expiration of the four-month period, it remains perfected thereafter.25
If the security interest does not become perfected under the law of the other26
jurisdiction before the earlier time or event, it becomes unperfected and is deemed27
never to have been perfected as against a purchaser of the collateral for value.28 HLS 12RS-770 ENGROSSED
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(i) Effect of change in governing law on financing statement filed against1
original debtor. If a financing statement naming an original debtor is filed pursuant2
to the law of the jurisdiction designated in R.S. 10:9-301(1) or 9-305(c) and the new3
debtor is located in another jurisdiction, the following rules apply:4
(1) The financing statement is effective to perfect a security interest in5
collateral acquired by the new debtor before, and within four months after, the new6
debtor becomes bound under R.S. 10:9-203(d), if the financing statement would have7
been effective to perfect a security interest in the collateral had the collateral been8
acquired by the original debtor.9
(2) A security interest perfected by the financing statement and which10
becomes perfected under the law of the other jurisdiction before the earlier of the11
time the financing statement would have become ineffective under the law of the12
jurisdiction designated in R.S. 10:9-301(1) or 9-305(c) or the expiration of the13
four-month period remains perfected thereafter. A security interest that is perfected14
by the financing statement but which does not become perfected under the law of the15
other jurisdiction before the earlier time or event becomes unperfected and is deemed16
never to have been perfected as against a purchaser of the collateral for value.17
§9-317. Interests that take priority over or take free of security interest or18
agricultural lien19
* * *20
(b) Buyers that receive delivery. Except as otherwise provided in Subsection21
(e) of this Section, a buyer, other than a secured party, of tangible chattel paper,22
tangible documents, goods, instruments, or a security certificate certificated security23
takes free of a security interest or agricultural lien if the buyer gives value and24
receives delivery of the collateral before it is perfected.25
* * *26
(d) Licensees and buyers of certain collateral. A licensee of a general27
intangible or a buyer, other than a secured party, of accounts, electronic chattel28
paper, electronic documents, general intangibles, or investment property collateral29 HLS 12RS-770 ENGROSSED
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other than tangible chattel paper, tangible documents, goods, instruments, or a1
certificated security takes free of a security interest if the licensee or buyer gives2
value before it is perfected.3
* * *4
§9-326. Priority of security interests created by new debtor5
(a) Subordination of security interest created by new debtor. Subject to6
subsection (b) Subsection (b) of this Section, a security interest that is created by a7
new debtor which is in collateral in which the new debtor has or acquires rights and8
is perfected solely by a filed financing statement that is effective solely under R.S.9
10:9-508 in collateral in which a new debtor has or acquires rights would be10
ineffective to perfect the security interest but for the application of R.S. 10:9-11
316(i)(1) or 9-508 is subordinate to a security interest in the same collateral which12
is perfected other than by such a filed financing statement that is effective solely13
under R.S. 10:9-508.14
(b) Priority under other provisions; multiple original debtors. The other15
provisions of this Part determine the priority among conflicting security interests in16
the same collateral perfected by filed financing statements that are effective solely17
under R.S. 10:9-508 described in Subsection (a) of this Section. However, if the18
security agreements to which a new debtor became bound as debtor were not entered19
into by the same original debtor, the conflicting security interests rank according to20
priority in time of the new debtor's having become bound.21
* * *22
§9-406. Discharge of account debtor; notification of assignment; identification and23
proof of assignment; restrictions on assignment of accounts, chattel paper,24
payment intangibles, and promissory notes ineffective25
* * *26
(e) Inapplicability of subsection (d) Subsection (d) of this Section to certain27
sales. Subsection (d) of this Section does not apply to the sale of a payment28 HLS 12RS-770 ENGROSSED
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intangible or promissory note, other than a sale pursuant to a disposition under R.S.1
10:9-610 or an acceptance of collateral under R.S. 10:9-620.2
* * *3
§9-408. Restrictions on assignment of promissory notes, health-care-insurance4
receivables, and certain general intangibles ineffective5
* * *6
(b) Applicability of subsection (a) Subsection (a) of this Section to sales of7
certain rights to payment. Subject to subsection (f) Subsection (f) of this Section,8
subsection (a) Subsection (a) of this Section applies to a security interest in a9
payment intangible or promissory note only if the security interest arises out of a sale10
of the payment intangible or promissory note, other than a sale pursuant to a11
disposition under R.S. 10:9-610 or an acceptance of collateral under R.S. 10:9-620.12
* * *13
§9-503. Name of debtor and secured party14
(a) Sufficiency of debtor's name. A financing statement sufficiently provides15
the name of the debtor:16
(1) except as otherwise provided in Paragraph (3) of this Subsection, if the17
debtor is a registered organization or the collateral is held in a trust that is a18
registered organization, only if the financing statement provides the name of the19
debtor indicated that is stated to be the registered organization's name on the public20
organic record of most recently filed with or issued or enacted by the debtor's21
registered organization's jurisdiction of organization which shows the debtor to have22
been organized purports to state, amend, or restate the registered organization's23
name;24
(2) subject to Subsection (f) of this Section, if the debtor is a decedent's25
estate collateral is being administered by the personal representative of a decedent,26
only if the financing statement provides, as the name of the debtor, the name of the27
decedent and, in a separate part of the financing statement, indicates that the debtor28
is an estate collateral is being administered by a personal representative;29 HLS 12RS-770 ENGROSSED
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(3) if the debtor is a trust or a trustee acting with respect to property held in1
trust, only if the financing statement:2
(A) provides the name specified for the trust in its organic documents or, if3
no name is specified, provides the name of the settlor and additional information4
sufficient to distinguish the debtor from other trusts having one or more of the same5
settlors; and6
(B) indicates, in the debtor's name or otherwise, that the debtor is a trust or7
is a trustee acting with respect to property held in trust; and collateral is held in a8
trust that is not a registered organization, only if the financing statement:9
(A) provides, as the name of the debtor:10
(i) if the organic record of the trust specifies a name for the trust, the name11
specified; or12
(ii) if the organic record of the trust does not specify a name for the trust, the13
name of the settlor or testator; and14
(B) in a separate part of the financing statement:15
(i) if the name is provided in accordance with Subparagraph (A)(i) of this16
Paragraph, indicates that the collateral is held in a trust; or17
(ii) if the name is provided in accordance with Subparagraph (A)(ii) of this18
Paragraph, provides additional information sufficient to distinguish the trust from19
other trusts having one or more of the same settlors or the same testator and indicates20
that the collateral is held in a trust, unless the additional information so indicates;21
(4) subject to Subsection (g) of this Section, if the debtor is an individual to22
whom this state has issued a driver's license that has not expired, only if the23
financing statement provides the name of the individual which is indicated on the24
driver's license;25
(5) if the debtor is an individual to whom Paragraph (4) of this Subsection26
does not apply, only if the financing statement provides the individual name of the27
debtor or the surname and first personal name of the debtor; and28
(4)(6) in other cases:29 HLS 12RS-770 ENGROSSED
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(A) if the debtor has a name, only if it the financing statement provides the1
individual or organizational name of the debtor; and2
(B) if the debtor does not have a name, only if it provides the names of the3
partners, members, associates, or other persons comprising the debtor, in a manner4
that each name provided would be sufficient if the person named were the debtor.5
(b) Additional debtor-related information. A financing statement that6
provides the name of the debtor in accordance with subsection (a) Subsection (a) of7
this Section is not rendered ineffective by the absence of:8
* * *9
(2) unless required under subsection (a)(4)(B) Subsection (a)(6)(B) of this10
Section, names of partners, members, associates, or other persons comprising the11
debtor.12
* * *13
(f) Name of decedent. The name of the decedent indicated on the order14
appointing the personal representative of the decedent issued by the court having15
jurisdiction over the collateral is sufficient as the "name of the decedent" under16
Subsection (a)(2) of this Section.17
(g) Multiple driver's licenses. If this state has issued to an individual more18
than one driver's license of a kind described in Subsection (a)(4) of this Section, the19
one that was issued most recently is the one to which Subsection (a)(4) of this20
Section refers.21
(h) Definition. In this Section, the "name of the settlor or testator" means:22
(1) if the settlor is a registered organization, the name that is stated to be the23
settlor's name on the public organic record most recently filed with or issued or24
enacted by the settlor's jurisdiction of organization which purports to state, amend,25
or restate the settlor's name; or26
(2) in other cases, the name of the settlor or testator indicated in the trust's27
organic record.28
* * *29 HLS 12RS-770 ENGROSSED
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§9-507. Effect of certain events on effectiveness of financing statement1
* * *2
(c) Change in debtor's name. If a debtor so changes its the name that a filed3
financing statement provides for a debtor becomes insufficient as the name of the4
debtor under R.S. 10:9-503(a) so that the financing statement becomes seriously5
misleading under R.S. 10:9-506:6
(1) the financing statement is effective to perfect a security interest in7
collateral acquired by the debtor before, or within four months after, the change filed8
financing statement becomes seriously misleading; and9
(2) the financing statement is not effective to perfect a security interest in10
collateral acquired by the debtor more than four months after the change filed11
financing statement becomes seriously misleading, unless an amendment to the12
financing statement which renders the financing statement not seriously misleading13
is filed within four months after the change the financing statement became seriously14
misleading.15
* * *16
§9-515. Duration and effectiveness of financing statement; effect of lapsed17
financing statement18
* * *19
(f) Transmitting utility financing statement. If a debtor is a transmitting20
utility and a filed initial financing statement so indicates, the financing statement is21
effective until a termination statement is filed.22
* * *23
§9-516. What constitutes filing; effectiveness of filing24
* * *25
(b) Refusal to accept record; filing does not occur. A filing office may26
refuse to accept a record for filing only because:27
* * *28 HLS 12RS-770 ENGROSSED
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(3)1
* * *2
(B) in the case of an amendment or correction information statement, the3
record:4
* * *5
(C) in the case of an initial financing statement that provides the name of a6
debtor identified as an individual or an amendment that provides a name of a debtor7
identified as an individual which was not previously provided in the financing8
statement to which the record relates, the record does not identify the debtor's last9
name surname.10
* * *11
(5) in the case of an initial financing statement or an amendment that12
provides a name of a debtor which was not previously provided in the financing13
statement to which the amendment relates, the record does not:14
(A) provide a mailing address for the debtor; or15
(B) indicate whether the name provided as the name of the debtor is the16
name of an individual or an organization; or17
(C) if the financing statement indicates that the debtor is an organization,18
provide:19
(i) a type of organization for the debtor;20
(ii) a jurisdiction of organization for the debtor; or21
(iii) an organizational identification number for the debtor or indicate that22
the debtor has none;23
* * *24
§9-518. Claim concerning inaccurate or wrongfully filed record25
(a) Correction statement Statement with respect to record indexed under26
person's name. A person may file in the filing office where the financing statement27
was originally filed a correction an information statement with respect to a record28 HLS 12RS-770 ENGROSSED
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indexed under the person's name if the person believes that the record is inaccurate1
or was wrongfully filed.2
(b) Sufficiency of correction statement Contents of statement under3
Subsection (a) of this Section. A correction An information statement under4
Subsection (a) of this Section must:5
* * *6
(2) indicate that it is a correction an information statement; and7
* * *8
(c) Statement by secured party of record. A person may file in the filing9
office an information statement with respect to a record filed there if the person is10
a secured party of record with respect to the financing statement to which the record11
relates and believes that the person that filed the record was not entitled to do so12
under R.S. 10:9-509(d).13
(d) Contents of statement under Subsection (c) of this Section. An14
information statement under Subsection (c) of this Section must:15
(1) identify the record to which it relates by the file number assigned to the16
initial financing statement to which the record relates;17
(2) indicate that it is an information statement; and18
(3) provide the basis for the person's belief that the person that filed the19
record was not entitled to do so under R.S. 10:9-509(d).20
(c)(e) Record not affected by correction information statement. The filing21
of a correction an information statement does not affect the effectiveness of an initial22
financing statement or other filed record.23
* * *24
§9-523. Information from filing office; sale or license of records25
* * *26
(g) Certification. The secretary of state shall, within two business days27
following receipt of information transmitted under R.S. 10:9-519(a)(4), send written28
acknowledgment confirming such receipt and reflecting all information received and29 HLS 12RS-770 ENGROSSED
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included in the master index to the secured party of record, and to the person whose1
name and address is listed in the record for such acknowledgment. The secretary of2
state is excused from sending the acknowledgment to a secured party of record or a3
person filing the record whose address is not provided in the record.4
* * *5
Section 2. Part 8 of Title 10 of the Louisiana revised Statutes of 1950, comprised of6
R.S. 10:9-801 through 9-809, is hereby enacted to read as follows:7
PART 8. EFFECTIVENESS8
§9-801. Definition of "Act"; effective date9
In this Part, "Act" means the Act that originated as House Bill No. 369 of the10
2012 Regular Session of the Legislature which enacted this Part 8 and amended other11
provisions of law in other Parts of this Chapter. The Act takes effect on July 1, 2013.12
§9-802. Savings clause13
(a) Pre-effective-date transactions or liens. Except as otherwise provided in14
this Part, the Act applies to a transaction or lien within its scope, even if the15
transaction or lien was entered into or created before the Act takes effect.16
(b) Pre-effective-date proceedings. The Act does not affect an action, case,17
or proceeding commenced before the Act takes effect.18
§9-803. Security interest perfected before effective date19
(a) Continuing perfection: perfection requirements satisfied. A security20
interest that is a perfected security interest immediately before the Act takes effect21
is a perfected security interest under Chapter 9 as amended by the Act if, when the22
Act takes effect, the applicable requirements for attachment and perfection under23
Chapter 9 as amended by the Act are satisfied without further action.24
(b) Continuing perfection: perfection requirements not satisfied. Except as25
otherwise provided in R.S. 10:9-805, if, immediately before the Act takes effect, a26
security interest is a perfected security interest, but the applicable requirements for27
perfection under Chapter 9 as amended by the Act are not satisfied when the Act28
takes effect, the security interest remains perfected thereafter only if the applicable29 HLS 12RS-770 ENGROSSED
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requirements for perfection under Chapter 9 as amended by the Act are satisfied1
within one year after the Act takes effect.2
§9-804. Security interest unperfected before effective date3
A security interest that is an unperfected security interest immediately before4
the Act takes effect becomes a perfected security interest:5
(1) without further action, when the Act takes effect if the applicable6
requirements for perfection under Chapter 9 as amended by the Act were satisfied7
before or at that time and remained satisfied at that time; or8
(2) when the applicable requirements for perfection are satisfied if the9
requirements are satisfied after that time.10
Louisiana Official Revision Comments- 201211
The language in Paragraph (1) of this Section has been modified in Louisiana12
to clarify that if the requirements for perfection under the new rules were satisfied13
before the July 1, 2013, effective date, then those requirements must remain satisfied14
on the effective date for this provision to apply. This clarification is consistent with15
the intent of the source provision, R.S. 10:9-704, for this Section 9-804. The 200116
national official comment to Section 9-704 states that a security interest "becomes17
a perfected security interest on the effective date [of that restatement] if, at that time,18
the security interest satisfies the requirements for perfection" under the amended19
statute. The Louisiana non-uniform changes in Paragraph (1) of this Section are20
intended to avoid the unintended implication that a security interest which at one21
time satisfied the requirements for perfection, but no longer does so on the effective22
date, is nonetheless revived by the literal language of the national provision.23
§9-805. Effectiveness of action taken before effective date24
(a) Pre-effective-date filing effective. The filing of a financing statement25
before the Act takes effect is effective to perfect a security interest to the extent the26
filing would satisfy the applicable requirements for perfection under Chapter 9 as27
amended by the Act.28
(b) When pre-effective-date filing becomes ineffective. The Act does not29
render ineffective an effective financing statement that, before the Act takes effect,30
is filed, and satisfies the applicable requirements for perfection under the law of the31
jurisdiction governing perfection as provided in Chapter 9 as it existed before32
amendment by the Act; however, except as otherwise provided in Subsections (c)33
and (d) of this Section and R.S. 10:9-806, the financing statement ceases to be34
effective:35 HLS 12RS-770 ENGROSSED
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(1) if the financing statement is filed in this state, at the time the financing1
statement would have ceased to be effective had the Act not taken effect; or2
(2) if the financing statement is filed in another jurisdiction, at the earlier of:3
(A) the time the financing statement would have ceased to be effective under4
the law of that jurisdiction; or5
(B) June 30, 2018.6
(c) Continuation statement. The filing of a continuation statement after the7
Act takes effect does not continue the effectiveness of a financing statement filed8
before the Act takes effect; however, upon the timely filing of a continuation9
statement after the Act takes effect and in accordance with the law of the jurisdiction10
governing perfection as provided in Chapter 9 as amended by the Act, the11
effectiveness of a financing statement filed in the same office in that jurisdiction12
before the Act takes effect continues for the period provided by the law of that13
jurisdiction.14
(d) Application of Subsection (b)(2)(B) of this Section to transmitting utility15
financing statement. Subsection (b)(2)(B) of this Section applies to a financing16
statement that, before the Act takes effect, is filed against a transmitting utility and17
satisfies the applicable requirements for perfection under the law of the jurisdiction18
governing perfection as provided in Chapter 9 as it existed before amendment by the19
Act, only to the extent that Chapter 9 as amended by the Act provides that the law20
of a jurisdiction other than the jurisdiction in which the financing statement is filed21
governs perfection of a security interest in collateral covered by the financing22
statement.23
(e) Application of Part 5. A financing statement that includes a financing24
statement filed before the Act takes effect and a continuation statement filed after the25
Act takes effect is effective only to the extent that it satisfies the requirements of Part26
5 as amended by the Act for an initial financing statement. A financing statement27
that indicates that the debtor is a decedent's estate indicates that the collateral is28
being administered by a personal representative within the meaning of R.S.29 HLS 12RS-770 ENGROSSED
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10:9-503(a)(2) as amended by the Act. A financing statement that indicates that the1
debtor is a trust or is a trustee acting with respect to property held in trust indicates2
that the collateral is held in a trust within the meaning of R.S. 10:9-503(a)(3) as3
amended by the Act.4
§9-806. When initial financing statement suffices to continue effectiveness of5
financing statement6
(a) Initial financing statement in lieu of continuation statement. The filing7
of an initial financing statement in the office specified in R.S. 10:9-501 continues the8
effectiveness of a financing statement filed before the Act takes effect if:9
(1) the filing of an initial financing statement in that office would be10
effective to perfect a security interest under Chapter 9 as amended by the Act;11
(2) the pre-effective-date financing statement was filed in an office in12
another state; and13
(3) the initial financing statement satisfies Subsection (c) of this Section.14
(b) Period of continued effectiveness. The filing of an initial financing15
statement under Subsection (a) of this Section continues the effectiveness of the16
pre-effective-date financing statement:17
(1) if the initial financing statement is filed before the Act takes effect, for18
the period provided in unamended R.S. 10:9-515 with respect to an initial financing19
statement, and20
(2) if the initial financing statement is filed after the Act takes effect, for the21
period provided in R.S. 10:9-515 as amended by the Act with respect to an initial22
financing statement.23
(c) Requirements for initial financing statement under Subsection (a) of this24
Section. To be effective for purposes of Subsection (a) of this Section, an initial25
financing statement must:26
(1) satisfy the requirements of Part 5 as amended by the Act for an initial27
financing statement;28 HLS 12RS-770 ENGROSSED
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(2) identify the pre-effective-date financing statement by indicating the1
office in which the financing statement was filed and providing the dates of filing2
and file numbers, if any, of the financing statement and of the most recent3
continuation statement filed with respect to the financing statement; and4
(3) indicate that the pre-effective-date financing statement remains effective.5
§9-807. Amendment of pre-effective-date financing statement6
(a) "Pre-effective-date financing statement". In this Section and in R.S.7
10:9-806, "pre-effective-date financing statement" means a financing statement filed8
before the Act takes effect.9
(b) Applicable law. After the Act takes effect, a person may add or delete10
collateral covered by, continue or terminate the effectiveness of, or otherwise amend11
the information provided in, a pre-effective-date financing statement only in12
accordance with the law of the jurisdiction governing perfection as provided in13
Chapter 9 as amended by the Act; however, the effectiveness of a pre-effective-date14
financing statement also may be terminated in accordance with the law of the15
jurisdiction in which the financing statement is filed.16
(c) Method of amending: general rule. Except as otherwise provided in17
Subsection (d) of this Section, if the law of this state governs perfection of a security18
interest, the information in a pre-effective-date financing statement may be amended19
after the Act takes effect only if:20
(1) the pre-effective-date financing statement and an amendment are filed21
in the office specified in R.S. 10:9-501;22
(2) an amendment is filed in the office specified in R.S. 10:9-512(a)23
concurrently with, or after the filing in that office of, an initial financing statement24
that satisfies R.S. 10:9-806(c); or25
(3) an initial financing statement that provides the information as amended26
and satisfies R.S. 10:9-806(c) is filed in the office specified in R.S. 10:9-501.27 HLS 12RS-770 ENGROSSED
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(d) Method of amending: continuation. If the law of this state governs1
perfection of a security interest, the effectiveness of a pre-effective-date financing2
statement may be continued only under R.S. 10:9-805(c) and (e) or 9-806.3
(e) Method of amending: additional termination rule. Whether or not the law4
of this state governs perfection of a security interest, the effectiveness of a5
pre-effective-date financing statement filed in this state may be terminated after the6
Act takes effect by filing a termination statement in the office in which the7
pre-effective-date financing statement is filed, unless an initial financing statement8
that satisfies R.S. 10:9-806(c) has been filed in the office specified by the law of the9
jurisdiction governing perfection as provided in Chapter 9 as amended by the Act as10
the office in which to file a financing statement.11
Louisiana Official Revision Comments - 201212
Subsection (a) is clarified in Louisiana. Although revised U.C.C. Article 913
defines this term solely for use in this Section, the term actually is used in Section14
9-806 as well. Compare R.S. 10:9-710(b).15
§9-808. Person entitled to file initial financing statement or continuation statement16
A person may file an initial financing statement or a continuation statement17
under this Part if:18
(1) the secured party of record authorizes the filing; and19
(2) the filing is necessary under this Part:20
(A) to continue the effectiveness of a financing statement filed before the21
Act takes effect; or22
(B) to perfect or continue the perfection of a security interest.23
§9-809. Priority24
Chapter 9 as amended by the Act determines the priority of conflicting claims25
to collateral; however, if the relative priorities of the claims were established before26
the Act takes effect, Chapter 9 as it existed before amendment determines priority.27
Section 3. The Louisiana State Law Institute is hereby directed to insert the28
following comments following the provisions of R.S. 10:9-109(e).29
Louisiana Official Revision Comments - 201230 HLS 12RS-770 ENGROSSED
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The national official comments to this basic scope provision are revised to1
clarify that "the subjective intention of the parties with respect to the legal2
characterization of their transaction is irrelevant" to whether this Chapter applies.3
As a general proposition, that statement is in accord with Louisiana jurisprudence,4
which provides that the form of contractual instruments is of little account in5
determining their nature. Although parties may attempt to structure their6
relationships in particular ways by designating roles through the use of legally7
charged language, Louisiana courts are bound to find the relationships as they exist,8
and not simply as they have been described.9
Certain Louisiana statutes, however, create exceptions to this general rule.10
Examples include Subsection (e) of this Section, the Louisiana Exchange Sale of11
Receivables Act (R.S. 9:3137.1, et seq.), the Louisiana Electric Utility Storm12
Recovery Securitization Act (R.S. 45:1230), and the Louisiana Electric Utility13
Investment Recovery Securitization Act (R.S. 45:1255), which provide that the14
parties' characterization of a transaction within the scope of such provisions is15
generally conclusive.16
Section 4. The provisions of this Act shall become effective on July 1, 2013.17
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.
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. Further 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 HLS 12RS-770 ENGROSSED
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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 formed or 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 present 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 present 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 present law.
Present law (R.S. 10:9-326) provides for priority of security interests created by new debtor.
Proposed law changes present 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 present 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 present law in part by excepting certain sales from the rule of R.S.
10:9-408(b). HLS 12RS-770 ENGROSSED
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are additions.
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 present 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 present 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 present 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 present 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 present 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 present 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(a), (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. para.) and (C), and (5), 9-518(a), (b)(intro. para.) 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)
Summary of Amendments Adopted by House
Committee Amendments Proposed by House Committee on Civil Law and Procedure
to the original bill.
1. Added technical amendments to conform provisions to the national uniform act.