Uniform Commercial Code Revised Article 9 – Administrative Rules


100-RICR-30-00-1 ACTIVE RULE

1.1 Purpose

A. Purpose. This Part describes the practices and procedures of the Uniform Commercial Code Section of the Rhode Island Department of State, Office of the Secretary of the State relative to Revised Article 9 of the Uniform Commercial Code (UCC). They do not apply to a filing office in which mortgages or records of mortgages on real property are required to be filed or recorded.

B. Duties and Responsibilities of Filing Officer. The duties and responsibilities of the filing officer with respect to the administration of the UCC are ministerial. In accepting for filing or refusing to file a UCC record pursuant to this Part, the filing officer does none of the following:

1. Determine the legal sufficiency or insufficiency of a record;

2. Determine that a security interest in collateral exists or does not exist;

3. Determine that information in the record is correct or incorrect, in whole or in part; or

4. Create a presumption that information in the record is correct or incorrect, in whole or in part.

1.2 Definitions

A. Terms used in this section that are defined in the UCC and not otherwise defined in this section shall have the respective meanings accorded to such terms in the UCC. For the purposes of this Part, the following words and abbreviations shall, unless the context otherwise indicates, have the following meanings. For the avoidance of doubt, the lack of capitalization for any defined term herein shall not relieve such term from the definition ascribed to it below, unless the context indicates otherwise.

1. "Address" means either:

a. street address, route number (may include box) or P.O. Box number plus the city, state and zip code; or

b. an address that purports to be a mailing address outside the United States.

2. "Amendment" means a UCC record that purports to amend the information contained in a financing statement. Amendments include assignments, continuations, and terminations. An amendment may be filed with the UCC-3 financing statement amendment form, which may be found on the filing office’s website located at www.sos.ri.gov.

3. "Assignment" or “Assignment statement” is an amendment that purports to reflect an assignment of all or a part of a secured party’s power to authorize an amendment to a financing statement.

4. "Continuation" or “Continuation statement” means an amendment that purports to continue the effectiveness of a financing statement.

5. "Electronic transmission" means any method accepted by the Rhode Island Department of State, Office of the Secretary of State for the transmission by electronic format of financing statements, information requests, or associated information.

6. "File number" means the unique identifying information assigned to a UCC record by the filing officer for the purpose of identifying the record in the filing office’s UCC information management system. For a filing made prior to January 1, 2003, the file number is a six-digit number. For filings made on or after January 1, 2003, the file number is a 12-digit number. The file number includes three segments: the year of the filing expressed as a four-digit number, followed by a unique six-digit number and ending with a two-digit verification number assigned algorithmically (the “check digit”).

7. "Filing office" means the Rhode Island Department of State, Office of the Secretary of State, as further defined in § 1.4 of this Part.

8. “Filing officer” means any individual employed by and representing the filing office in an official capacity.

9. "Filing office statement" means a statement entered into the filing office's UCC information management system to correct an error made by the filing officer.

10. "Financing statement" means a UCC record or records composed of an initial financing statement and any filed records relating to the initial financing statement.

11. "Individual" means a human being, or a decedent in the case of a debtor that is such decedent’s estate.

12. “Information request” means a request for certified records of a debtor or debtors from the filing office. An information request may be filed with the UCC-11 information request form, which may be found on the filing office’s website located at www.sos.ri.gov.

13. "Information statement" means a UCC record that indicates that a financing statement is inaccurate or wrongfully filed. An information statement may be filed with the UCC-5 information statement form, which may be found on the filing office’s website located at www.sos.ri.gov.

14. "Initial financing statement" means a UCC record containing the information required by R.I. Gen. Laws § 6A-9-502, which, when filed, creates the initial record of the filing of a financing statement in the UCC information management system. A UCC record that does not identify itself as an amendment or identify an initial financing statement to which it relates, as required by R.I. Gen. Laws §§ 6A 9-512, 6A-9-514 or 6A-9-518 is an initial financing statement. An initial financing statement may be filed with the UCC-1 financing statement form, which may be found on the filing office’s website located at www.sos.ri.gov.

15. "Lapse date" means the same date of the same month in the fifth year after filing or in the relevant subsequent fifth anniversary if a timely continuation statement has been filed. If the initial financing statement indicates that it is filed with respect to public finance or manufactured home transaction, the lapse date is the same day of the month in the 30th year after filing. In the case of a leap year, the relevant anniversary date for a February 29th filing date shall be March 1st in the fifth or 30th year following the date of filing. The last day on which a continuation may be filed is the date upon which the financing statement lapses. A lapse date is calculated for each initial financing statement unless the debtor is indicated to be a transmitting utility.

16. "Legible" or “legibly” means a communication (including, but not limited to, written expressions on paper and machine-readable transmissions for Electronic Transmissions) which may be understood or is otherwise readily decipherable by a reasonable interpreter of such communication (including by any such machines designed to interpret electronic transmissions).

17. "Organization" means a legal person or legal entity that is not an individual.

18. "Remitter" means an individual or organization providing information in a UCC record or information request, or a service provider who acts as a filer’s representative in the filing process but does not include an individual or organization responsible merely for the delivery of the document to the filing office, such as the postal service or a courier service.

19. "Secured party of record" means, with respect to a financing statement, an individual or organization whose name is provided as the name of a secured party or a representative of the secured party in an initial financing statement that has been filed. If an initial financing statement is filed in accordance with R.I. Gen. Laws § 6A-9-514(a), the assignee named in the initial financing statement is the secured party of record with respect to the financing statement. If an amendment of a financing statement which provides the name of an individual or organization as a secured party or a representative of a secured party is filed under R.I. Gen. Laws § 6A-9-514(b), the assignee named in the amendment is a secured party of record. A secured party of record includes an individual or organization who has been a secured party of record where an amendment has been filed purporting to delete them as a secured party of record.

20. "Termination" or “termination statement” means an amendment intended to indicate that the related financing statement is no longer effective with respect to the secured party authorizing the termination.

21. "UCC" means the Uniform Commercial Code as enacted in Rhode Island and in effect from time to time.

22. "UCC information management system" means the integrated data and imaging system maintained by the Rhode Island Department of State Office of the Secretary of State, located on the Internet at www.sos.ri.gov.

23. “UCC record” means an initial financing statement, an assignment, a continuation statement, a termination statement, a filing office statement or an information statement, and includes a record thereof maintained by the filing office. The term shall not be deemed to refer exclusively to paper or paper-based writings.

1.3 Singular and Plural Forms

Singular nouns shall include the plural form and plural nouns shall include the singular, unless the context otherwise requires.

1.4 Place to File

A. Filing Office. The filing office is the office for filing UCC records relating to all types of collateral except:

1. as-extracted collateral or timber to be cut; and

2. when the relevant financing statement is filed as a fixture filing and the collateral is goods which are or are to become fixtures (§§ 1.4(A)(1) and (2) of this Part as articulated and defined in R.I. Gen. Laws §§ 6A-9-501, 6A-9-502).

3. Regardless of the nature of the collateral, the filing office is the office for filing all UCC records where the debtor is transmitting utility.

B. Filing Office Physical Delivery. Records may be mailed or delivered to the filing office at:

Rhode Island Department of State

Office of the Secretary of State, Division of Business Services

148 W. River Street, Suite 1, Providence, RI 02904

1. If the record is mailed or delivered, the envelope must clearly identify the type of record enclosed. If an envelope does not clearly identify the type of document enclosed or is submitted to any other area of the office, the record will not be considered received until received by the Division of Business Services.

C. Filing Office Electronic Transmission. Records may be delivered to the filing office by electronic transmission using the filing office’s authorized transmission standards available at www.sos.ri.gov/divisions/business-portal.

1.5 Office Hours

Although the filing office maintains regular office hours (8:30 A.M. to 4:30 P.M., Monday through Friday, except holidays), it receives electronic transmissions 24 hours per day, 365 days per year, except for scheduled maintenance and unscheduled interruptions of service. Electronic transmissions may be retrieved and processed periodically (but no less often than once each day the filing office is open for business).

1.6 UCC Record Delivery; Time of Filing

A. UCC records may be tendered for filing at the filing office as follows:

1. Personal or Courier Delivery at the Filing Office’s Street Address. The time of filing for a UCC record delivered in-person or by courier delivery to the filing offices is, notwithstanding the time of delivery, the earlier of the time the financing statement is accepted for filing or the next close of business following the time of delivery. A UCC record delivered after regular business hours or on a day the filing office is not open for business will have a filing time no later than the close of business on the next day the filing office is open for business.

2. Postal Service Delivery to the Filing Office’s Mailing Address. The time of filing for a UCC record delivered by this method is, notwithstanding the time of delivery, the time the document is accepted for filing but no later than the close of business the day after the filing office receives the record. If a UCC record is delivered after regular business hours or on a day the filing office is not open for business, the time for filing will be calculated from the time the filing office is next open for business.

3. Electronic Transmission using the Filing Office’s Authorized Transmission Standards. The file time for a UCC record delivered by this method, notwithstanding the time of delivery, is the time the record is accepted for filing but no later than the next close of business following the time of delivery. A UCC record delivered after regular business hours or on a day the filing office is not open for business will have a filing time no later than the close of business on the next day the filing office is open for business. Electronic mail cannot be used for filing UCC records or for requesting searches of the records of financing statements.

B. Information Requests. UCC information requests may be delivered to the filing office by any of the means by which UCC records may be delivered to the filing office.

1.7 Forms

A. Copies of the following authorized forms are available on the Rhode Island Department of State Office of the Secretary of State website at www.sos.ri.gov or as otherwise indicated herein.

1. The forms authorized in R.I. Gen. Laws § 6A-9-521(a) and (b) and any amendments thereto;

2. The Rhode Island state-approved form for information requests; and

3. The most current International Association of Commercial Administrators (IACA) national filing forms, which may be found on the internet at www.iaca.org.

1.8 Fees

A. Filings will not be accepted unless accompanied by the minimum filing fee.

B. Fee for filing and indexing an initial financing statement or other UCC record:

1. Via paper format: $16 (1 or 2 pages) or $32 (3 or more pages) per filing.

2. Via electronic transmission: $8 per filing plus the enhanced access fee (as articulated in § 1.9(C) of this Part).

C. Information request fee:

1. Via paper format: $5 per request.

2. Via electronic transmission: $5 per request plus the enhanced access fee (as articulated in § 1.9(C) of this Part).

3. Via subscription agreement: Annual subscription fees as defined in § 1.11(A)(2) of this Part.

D. Non-certified information searches: There is no fee for non-certified information searches using the public browse utility function found on the filing office’s website located at www.sos.ri.gov.

E. Copy fee: $0.15 per page.

F. Expedited service fee: Expedited services are not provided at this time.

1.9 Methods of Payment

A. Methods. Filing fees may be paid by the following methods:

1. In-person: by cash, check (personal or cashier’s), money order, or by credit card (VISA, MasterCard, Discover, and American Express). A small transaction fee is charged for all in-person credit card transactions.

2. By mail: by check (personal or cashier’s) or money order.

3. By electronic transmission: by credit card (VISA, MasterCard, Discover and American Express) or via the subscriber agreement account (as detailed in § 1.11(A)(2) of this Part).

B. Payment by Checks and Money Orders. Personal checks, cashier’s checks and money orders must be made payable to the “Rhode Island Department of State” and shall be accepted for payment if they are for an amount equal to or greater than the cost of the service. The filing office recommends a separate check for each record submitted.

C. Payment by Credit Card. Payment by VISA, MasterCard, Discover or American Express shall be accepted by the filing office for both in-person filings and electronic transmissions. A small enhanced access fee is charged for all credit card transactions. Filers shall provide the following information:

1. The card number;

2. The expiration date of the card;

3. The name of the approved card issuer;

4. The name of the individual or organization to whom the card was issued;

5. The billing address for the card; and

6. The zip code of the card's billing address.

1.10 Overpayment and Underpayment Policies

A. Overpayment. Refunds will not be issued for overpayments in the amount of $10 or less.

B. Underpayment. Upon receipt of a document with an insufficient fee, the filing office shall reject the record and return the fee.

1.11 UCC Record Availability

A. The following methods are available for obtaining copies of UCC records and copies of data from the UCC information management system.

1. Individually Identified Records. Copies of individually identified UCC records are available in a PDF format in the UCC information management system.

2. Subscriber Agreement. Annual subscriptions for data and image copies from the UCC information management system are available on the filing office’s website. A list of available data elements from the UCC information management system, and the file layout of the data elements, is available from the filing officer upon request.

a. Bulk data and images from the UCC information management system are available via a File Transfer Protocol (FTP) as follows:

(1) Full extract (data and images): Annual subscription fee of $8,400 plus initial setup fee of $3,000 equals $11,400 (the one-time initial setup fee includes all recorded data and images contained within the UCC information management system as of the date of the executed subscriber agreement).

(2) Data extract: Annual subscription fee of $4,800 plus initial setup fee of $1,500 equals $6,300 (the one-time initial setup fee includes all recorded data contained within the UCC information management system as of the date of the executed subscriber agreement).

1.12 New Practices and Technologies

The filing officer is authorized to adopt practices and procedures to accomplish receipt, processing maintenance, retrieval and transmission of, and remote access to, R.I. Gen. Laws Chapter 6A-9 filing data by means of electronic, voice, optical and/or other technologies, and, without limiting the foregoing, to maintain and operate, in addition to or in lieu of a paper-based system, a non-paper-based R.I. Gen. Laws Chapter 6A-9 filing system utilizing any of such technologies.

1.13 Acceptance and Refusal of Documents

A. Duty to File. A UCC record is filed at the time provided in § 1.6 of this Part; provided that the filing is not rejected pursuant to R.I. Gen. Laws § 6A-9-516(b) and § 1.13(B) of this Part. The filing officer shall promptly assign a file number to the UCC record and index it in the UCC information management system.

B. Grounds for Refusal of UCC Record. The following grounds are the sole grounds for the filing office’s refusal to accept a UCC record for filing:

1. Debtor Name and Address. An initial financing statement or an amendment that purports to add the name of a debtor not previously provided shall be refused if the record fails to legibly indicate:

a. whether each named debtor (or each added debtor in the case of an amendment) is an individual or an organization;

b. a name and street address for each debtor; or

c. if the debtor is an individual, the surname field.

d. If the record contains more than one debtor name or street address and some names or street addresses are missing or illegible, the filing officer shall index the legible name and street address pairings, and provide a notice to the filer containing the file number of the record, identification of the debtor name(s) that was (were) indexed, and a statement that debtors with illegible or missing names or street addresses were not indexed.

2. Secured Party Name and Address. An initial financing statement, an amendment that purports to add a secured party of record, or an assignment, shall be refused if the record fails to legibly indicate:

a. whether each secured party or assignee is an individual or an organization; or

b. a secured party or assignee name and street address for each secured party or assignee;

c. If the document contains more than one secured party (or assignee) name or street address and some names or street addresses are missing or illegible, the filing office shall index the legible name and street address pairings and provide notice to the filer containing the file number of the document, identification of the secured party or assignee names that were indexed, and a statement that secured parties with illegible or missing names or street addresses were not indexed.

3. Lack of Identification of Initial Financing Statement. A UCC record other than an initial financing statement shall be refused if the document does not provide a file number of a financing statement in the UCC information management system that has not lapsed and to which it relates.

4. Lack of Identification of UCC Amendment. A UCC record that purports to amend the party information included in a financing statement must indicate whether the amendment affects either the debtor or the secured party of record and whether the amendment changes the name and/or street address, deletes a name or adds a name, in box 5 of the form authorized in R.I. Gen. Laws § 6A-9-521(b).

5. Timeliness of Continuation. A continuation shall be refused if it is not received during the six-month period concluding on the day upon which the related financing statement would lapse.

a. First Day Permitted. The first day on which a continuation may be filed is the date of the month corresponding to the date upon which the financing statement would lapse, six months preceding the month in which the financing statement would lapse. If there is no such corresponding date during the sixth month preceding the month in which the financing statement would lapse, the first day on which a continuation may be filed is the last day of the sixth month preceding the month in which the financing statement would lapse, although filing by certain means may not be possible on such date if the filing office is not open on such date.

b. Last Day Permitted. The last day on which a continuation may be filed is the date upon which the financing statement lapses.

6. Multiple Actions on an Amendment Not Allowed. Each individual financing statement and amendment form shall include only one filing action.

7. Means or Manner of Communication. UCC records communicated to the filing office by a means of communication or in a manner not authorized, decipherable by, or legible to the filing officer shall be refused.

8. Fee. A document shall be refused if the document is accompanied by less than the full filing fee, in accordance with § 1.8 of this Part.

C. Grounds Not Warranting Refusal. The following are examples of defects that do not constitute grounds for refusal to accept a record. They are not a comprehensive enumeration of defects outside the scope of permitted grounds for refusal to accept a UCC record for filing.

1. Errors. The UCC record contains or appears to contain a misspelling or other apparently erroneous information.

2. Incorrect Names.

a. The UCC record appears to identify a debtor incorrectly.

b. The UCC record appears to identify a secured party or a secured party of record incorrectly.

3. Extraneous Information. The UCC record contains additional or extraneous information of any kind.

4. Collateral Description. The UCC record incorrectly identifies collateral, or appears to contain no such description.

5. Excessive Fee. The record is accompanied by funds in excess of the full filing fee.

6. Multiple Terminations or Continuations. The filing office will accept more than one termination or continuation on the same filing unless there is a reason for rejection as provided in R.I. Gen. Laws § 6A-9-516(b). The filing office does not make a determination of the effectiveness of any filing.

D. Procedure upon Refusal.

1. Paper Records. If the filing office finds grounds under R.I. Gen. Laws § 6A-9-516(b) or § 1.13(B) of this Part to refuse acceptance of a UCC record, the filing office shall return the record to the filer and return the filing fee if paid by separate check. The filing office shall send a notice that contains the date and time the record would have been filed had it been accepted for filing (unless such date and time are stamped on the record), and a brief description of the reason for refusal to accept the record. The notice shall be sent to a secured party or the filer no later than the second business day after the filing office receives the record.

2. Electronic Records. The filing is reviewed to determine whether it will be accepted or rejected. The procedure for acknowledgment is the same as provided for paper transactions. If the filing is rejected, the filing office shall send an email notice that contains the date and time the record would have been filed had it been accepted for filing (unless such date and time are stamped on the record), and a brief description of the reason for refusal to accept the record. The notice shall be sent to a secured party or the filer no later than the second business day after the filing office receives the record.

E. Acknowledgment. The filing officer will provide to a filer an image of the UCC record showing the file number assigned to it and the date and time of filing. Such acknowledgment will be sent by email.

F. Notification of Defects. Nothing in § 1.13(E) of this Part prevents a filing officer from communicating to a filer that the filing officer noticed apparent potential defects in a UCC record, whether or not it was filed or refused for filing. However, the filing office is under no obligation to do so and may not, in fact, have the resources to do so or to identify such defects. The responsibility for the legal effectiveness of filing rests with filers and remitters. The filing office bears no responsibility for such effectiveness.

G. Refusal Errors. If a filer demonstrates to the satisfaction of the filing office that a UCC record that was refused for filing should not have been refused pursuant R.I. Gen. Laws § 6A-9-516(b) and § 1.13(B) of this Part, the filing office will file the UCC record as provided in § 1.6 of this Part with the filing date and time the UCC record was originally tendered for filing. A filing officer statement will be placed in the UCC information management system on the date the corrective action was taken. The filing officer statement must provide the date of the correction and explain the nature of the corrective action taken. The record shall be preserved for so long as the record of the initial financing statement is preserved in the UCC information management system.

1.14 UCC Information Management System

A. Primary Data Elements. The filing officer uses the UCC information management system to store, index, and retrieve information relating to financing statements. The primary data elements used in the UCC information management system are the following:

1. Initial Financing Statement; File Number. Each initial financing statement is identified by its file number as described in § 1.2(A)(6) of this Part. A file number for the initial financing statement is permanently associated with the record maintained in the UCC information management system. A record is created and maintained in the UCC information management system for each initial financing statement and all information comprising such UCC record is maintained in the system.

2. Other File Numbers. A UCC record other than an initial financing statement is identified by a unique file number assigned by the filing officer. In the UCC information management system, UCC records other than initial financing statements are linked to the record of the related initial financing statement. The sequence of the identification number is not an indication of the order in which the record was received.

3. Type of UCC Record. The type of UCC record from which data is transferred is identified in the UCC information management system from information supplied by a filer.

4. Filing Date; Filing Time. The filing date and filing time of UCC records are stored in the UCC information management system. Calculation of the lapse date of an initial financing statement is based upon the filing date.

5. Names and Addresses of Debtors and Secured Parties. The names and addresses of debtors and secured parties are entered from initial financing statements and records into the UCC information management system in an acceptable character set. The acceptable character set shall be the extended American Standard Code for Information Interchange (ASCII) character set (i.e., Windows-1252). When extended ASCII characters are presented in a name on a financing statement, they shall be accepted and indexed exactly as presented.

6. Total Page Count. The total number of pages in a UCC record is maintained in the UCC information management system.

7. Lapse Indicator. An indicator is maintained by which the UCC information management system identifies whether or not a financing statement will lapse and, if it does, when it will lapse.

B. Names of Debtors who are Individuals. This section applies to the name of an individual that is a debtor or a secured party on a UCC record:

1. Individual Name Fields. The names of individuals are stored in a field that includes only the names of individuals, and not the names of organizations. Separate data entry fields are established for first personal, surname and additional names (initials) of individuals. A filer should place the name of a debtor with a single name (e.g., “Cher”) in the surname name field. The filing officer assumes no responsibility for the accurate designation of the components of a name but will enter the data in accordance with the filer’s designations and exactly as provided by the filer.

2. Titles and Prefixes before Names. Titles and prefixes, such as “Doctor,” “Reverend,” “Mr.,” and “Ms.,” should not be entered in the UCC information management system. However, § 1.14(B)(1) of this Part provides that when a UCC record is submitted with designated name fields, the data will be entered in the UCC information management system exactly as it appears.

3. Titles and Suffixes after Names. Titles or indications of status such as “M.D.” and “Esquire” are not part of an individual’s name and should not be provided by filers in UCC records. Suffixes that indicate which individual is being named, such as “Senior,” “Junior,” “I”, “II,” and “III,” are appropriate. In either case, as provided in § 1.14(B)(1) of this Part, they will be entered into the information management system exactly as received.

4. Truncation; Individual Names. Personal name fields in the UCC information management system are fixed in length. Although filers should continue to provide full names on their UCC records, a name that exceeds the fixed length is entered as presented to the filing office, up to the maximum length of the data entry field. The length of data entry name fields are as follows:

a. First personal name: 25 characters.

b. Surname: 35 characters.

c. Additional names (initials) 25 characters.

d. Suffix: 10 characters.

C. Names of Debtors that are Organizations. This section applies to the name of an organization that is a debtor or a secured party on a UCC record.

1. Single Field. The names of organizations are stored in a single field that includes only the names of organizations and not the names of individuals.

2. Truncation; Organization Names. The organization name field in the UCC database is fixed in length. The maximum length is 175 characters. Although filers should continue to provide full names on their UCC records, a name that exceeds the fixed length is entered as presented to the filing office, up to the maximum length of the data entry field.

D. Estates. Although they are not human beings, estates are treated as if the decedent were the debtor under § 1.14(B) of this Part.

E. Trusts. If the trust is named in its organic document(s), its full legal name, as set forth in such document(s), is used. If the trust is not so named, the name of the trust’s settlor is used. If a settlor is indicated to be an organization, the name is treated as an organization name. If the settlor is an individual, the name is treated as an individual name. A UCC record that uses a settlor’s name should include other information provided by the filer to distinguish the debtor trust from other trusts, having the same settlor and all UCC records filed against trusts or trustees acting with respect to property held in trust should indicate the nature of the debtor. If this is done in, or as part of, the name of the debtor, it will be entered as if it were a part of the name.

F. Initial Financing Statement. Upon the filing of an initial financing statement, it is indexed in the UCC information management system with a unique file number and the date and time of filing. The status of the parties and the status of financing statement shall be as follows:

1. Status of the Secured Party. Each secured party legibly named on an initial financing statement shall be a secured party of record, except that if the UCC record names an assignee, the secured party/assignor shall not be a secured party of record and the secured party/assignee shall be a secured party of record.

2. Status of Debtor. Each debtor name legibly provided in the initial financing statement shall be indexed in the UCC information management system and shall remain on the record in accordance with UCC Section 9-519(g).

3. Status of Financing Statement. A lapse date shall be calculated, five years from the file date, unless the initial financing statement indicates that it is filed with respect to a public-financing transaction or a manufactured-home transaction, in which case the lapse date shall be thirty years from the file date, or the initial financing statement indicates that it is filed against a transmitting utility, in which case there shall be no lapse date. The lapse date for a financing statement filed on February 29 shall be March 1 in the fifth or 30th year following the year of the filing date.

G. Amendments. Upon the filing of an amendment, the status of the parties shall be unchanged, except that in the case of an amendment that adds a debtor or a secured party, the new debtor or secured party shall be added to the appropriate index and become associated with the record of the financing statement in the UCC information management system, and an amendment that designates an assignee shall cause the assignee to be added as a secured party of record with respect to the affected financing statement in the UCC information management system. Notwithstanding the filing of an amendment that deletes a debtor or a secured party from a financing statement, no debtor or secured party of record is deleted from the UCC information management system. A deleted secured party will still be treated by the filing office as a secured party of record as the filing office cannot verify the effectiveness of an amendment. Except in the case of a continuation statement, the filing of an amendment does not affect the status of the financing statement.

H. Continuation. Upon the timely filing of one or more continuation statements by any secured party of record, the lapse date shall be postponed for five years. The lapse date is postponed once notwithstanding the fact that more than one continuation statement is filed within a given 6-month period prior to a lapse date.

I. Termination. The filing of a termination statement shall have no effect upon the status of any party to the financing statement or upon the status of the financing statement. The financing statement shall remain active in the UCC information management system until one year after it lapses, unless the termination relates to a financing statement that indicates it is filed against a transmitting utility, in which case the financing statement will become inactive one (1) year after it is terminated with respect to all secured parties of record.

J. Information Statement. The filing of an information statement shall have no effect upon the status of any party to the financing statement, the status of the financing statement or the information maintained in the UCC information management system.

K. Filing Office Statement. A filing office statement affects the status of parties and of the relevant financing statement as provided in the corrective action described as having been taken in the filing office statement.

L. Procedure Upon Lapse. If there is no timely filing of a continuation with respect to a financing statement, the financing statement lapses on its lapse date but no action is then taken by the filing office.

M. Removal of Record. A financing statement must remain in the searchable index within the UCC information management system until at least one year after it lapses. On or after the first anniversary of such lapse, the financing statement and all related UCC records may be removed from the Searchable Indexes or from the UCC information management system.

1. Transmitting Utilities. A financing statement that indicates a debtor is a transmitting utility must remain in the searchable index within the UCC information management system until at least one year after it is terminated with respect to all secured parties of record. On or after the first anniversary of the termination date of the last remaining secured party of record, the financing statement may be removed from its searchable index or from the UCC information management system.

N. Archives. Lapsed financing statements that exceed their lapse date by more than a year are searchable by utilizing the lapsed filing search in the UCC information management system.

1.15 Filing and Data Entry Procedure

A. Policy Statement. This section contains rules describing the filing procedures of the filing officer upon and after receipt of a UCC record. It is the policy of the filing officer to promptly file a document that conforms to these rules. Except as provided in these rules, data is transferred from a UCC record to the UCC information management system exactly as the data is set forth in the document. Personnel who create reports in response to search requests type search criteria exactly as set forth on the search request. No effort is made to detect or correct errors of any kind.

B. Paper Filings.

1. Filing Form. Paper filings must be presented on the forms authorized in R.I. Gen. Laws § 6A-9-521(a) and (b) or any form prescribed by the filing office in accordance with § 1.7 of this Part.

2. Filing Fee. The filing must be accompanied by the appropriate fee in accordance with § 1.8 of this Part.

3. Filing Review. The filing record is scanned into and indexed on the UCC information management system. The image is reviewed to determine whether the filing will be accepted or rejected. The filing office, in its sole discretion, may redact social security numbers from the image displayed on the UCC information management system. Records are rejected only for reasons provided in R.I. Gen. Laws § 6A-9-516(b) and § 1.13(B) of this Part.

4. Accepted Filing. If a record is accepted for filing, the file number, filing time and date are permanently associated with the financing statement on the UCC information management system upon the close of business on the day of acceptance. An acknowledgment is prepared as provided in § 1.13(E) of this Part and returned to the filer by email. The acknowledgment contains the file number, filing time and date and a copy of the image of the record.

5. Rejected Filing. If a filing is rejected, the filing will be returned to the filer as provided in § 1.13(D) of this Part.

C. Electronic Filings.

1. Filing Form. Electronic filings must be made as provided in the filing office’s online information service system located at www.sos.ri.gov.

2. Filing Fee. Electronic transmissions must be received and accompanied by the appropriate fee as provided in § 1.8 of this Part.

3. Filing Review. The filing is reviewed to determine whether it will be accepted or rejected. The procedure for acknowledgment is the same as provided for paper transactions. If the filing is rejected, the filing office shall send an email notice that contains the date and time the record would have been filed had it been accepted for filing (unless such date and time are stamped on the record), and a brief description of the reason for refusal to accept the record. The notice shall be sent to a secured party or the filer no later than the second business day after the filing office receives the record.

D. Data Entry. Data entry and indexing functions are performed as follows:

1. Filing Date; Filing Time. The time and date of filing are determined as provided in § 1.6 of this Part.

2. Lapse Date. The lapse date is determined as provided in § 1.2(A)(15) of this Part.

E. Errors of the Filing Officer. The filing office may correct the errors of filing officer personnel in the UCC information management system at any time. A record relating to the relevant initial financing statement will be placed in the UCC information management system stating the date of the correction and explaining the nature of the corrective action taken. The record shall be preserved for so long as the record of the initial financing statement is preserved in the UCC information management system.

F. Errors Other than Filing Officer Errors. An error by a filer is the responsibility of such filer. It can be corrected by filing an amendment or it can be disclosed by an information statement.

G. Data Entry of Names - Designated Fields. A filing should designate whether a name is a name of an individual or an organization and, if an individual, also designate the first personal, surname, additional names (initials) and any suffix of such individual. When this is done, §§ 1.15(G)(1) through (3) of this Part shall apply:

1. Organization Names. Organization names are entered into the UCC information management system exactly as set forth in the UCC record, even if it appears that multiple names are set forth in the record or if it appears that the name of an individual has been included in the field designated for an organization name.

2. Individual Names. The filing officer enters the names into the first personal, surname, additional names (initials) and suffix fields in the UCC information management system exactly as set forth in the UCC record.

3. Designated Fields Required. The filing office specified the use of forms that designate separate fields for individual and organization names and separate fields for first, middle and last names and any suffix. Such forms diminish the possibility of filing office error and help assure that filers’ expectations are met. However, filers should be aware that the inclusion of names in an incorrect field or failures to transmit names accurately to the filing office may cause filings to be ineffective. All records submitted through direct data entry will be required to use designated name fields.

H. Data Entry of Names - No Designated Fields. A UCC record that is an initial financing statement or an amendment that adds a debtor to a financing statement and that fails to specify whether the debtor is an individual or an organization will be refused by the filing office.

I. Verification of Data Entry. The filing officer verifies the accuracy of data entry by independent examination and double-blind keying of the following fields:

1. Time and date of filing;

2. Record type;

3. Debtor name; and

4. Debtor address.

J. Archives.

1. Paper Records. Paper UCC records are scanned into the UCC information management system. The paper filing is retained for at least six months and then destroyed. The image is maintained until at least one year from the date of lapse in the active database.

2. Electronic Records. Electronic filings are maintained for at least one year following the lapse date in the active database.

3. Data Retention. The UCC information management system database is backed up every business day.

4. Searches. Archival searches and the lapsed database are available through the UCC information management system on the internet at www.sos.ri.gov.

K. Notice of Bankruptcy. The filing officer shall take no action upon receipt of a notification, formal or informal, of a bankruptcy proceeding involving a debtor named in the UCC information management system. Accordingly, financing statements will lapse as scheduled unless properly continued.

1.16 Information Requests

A. General Requirements. The filing officer maintains for public inspection a searchable index for all UCC records. The index is retrievable by the name of the debtor or by the file number of the initial financing statement to which the record relates and which associates with one another each initial financing statement and each filed UCC record relating to the initial financing statement. The filing office facilitates both information requests and non-certified searches. Non-certified searches are available for no fee using the public browse utility function found on the filing office’s website located at www.sos.ri.gov.

B. Information Request. Information request filings must be communicated in writing and will not be accepted unless accompanied by the minimum filing fee, as articulated in § 1.8 of this Part. The filing office accepts checks and credit card payments in accordance with § 1.9 of this Part herein. Each information request shall contain the following information:

1. The name of the debtor to be searched, specifying whether the debtor is an individual or organization. Each information request shall be processed using the name in the exact format it is submitted, including the submission of no data in a given field, without regard to the nature or character of the debtor that is the subject of the search;

2. The name and address of the individual or organization to whom or to which the information request results are to be sent.

3. A request to include lapsed filings;

4. A request to include copies of all reported records; and

5. Instructions on the mode of delivery desired, if other than by ordinary mail. This request will be honored if the requested mode is available to the filing office.

C. Search Logic. Search results shall be produced by applying only standardized search logic to each name presented to the filing officer. Human judgment shall not play a role in determining the results of the search. The standardized search logic used shall meet the following criteria:

1. There is no limit to the number of matches that may be returned in response to the search criteria.

2. The characters searched are letters “a” through “z” and numbers 0 through 9. The following English letters shall also return the following non-English Latin characters in a name:

English Letter

Non-English Latin Letter

A

À à Á á Â â Ã ã Ä ä Å å

AE

Æ æ

C

Ç ç

CE

Œ œ

D

Ð ð

E

È è É é Ê ê Ë ë

F

ƒ

I

Ì ì Í í Î î Ï ï

N

Ñ ñ

O

Ò ò Ó ó Ô ô Õ õ Ö ö Ø ø

P

Þ þ

S

ß Š š

U

Ù ù Ú ú Û û Ü ü

Y

Ý ý ÿ Ÿ

Z

_ _

3. No distinction is made between uppercase and lowercase letters, and all letters are converted to uppercase in the filing office database. Each information request shall be processed using the name in the exact form in which it is submitted. If no data is submitted in a given field, the search request shall be processed without reference to the field, except as provided in § 1.16(C) of this Part.

4. Punctuation marks, accents and suffixes are disregarded. All characters in the extended ASCII character set (i.e., Windows-1252) not otherwise defined in § 1.16(C)(2) of this Part shall be disregarded.

5. Words and abbreviations at the end of a name that indicate the existence or nature of an organization are disregarded. These words and abbreviations include the following:

a. "Corporation" or the abbreviation "Corp.";

b. "Incorporated" or the abbreviation "Inc.";

c. "Professional corporation," or the abbreviations "Prof. corp." or "P.C.";

d. "Company" or the abbreviation "Co.";

e. "Limited" or the abbreviation "Ltd.";

f. "Limited partnership," or the abbreviations "Ltd. partnership," "Ltd. part." "L.P";

g. "Limited liability company" or the abbreviations "L.L.C.";

h. "Limited liability partnership," or the abbreviation "L.L.P.";

6. The word "the" at the beginning of an organization name is disregarded;

7. All spaces are disregarded;

8. For additional names of individuals (initials), initials are equated with all names that begin with these initials, and the absence of an additional name or initials is equated with all additional names and initials;

9. If the name being searched is the surname of an individual debtor name without any first personal or additional name (initials) provided, the search will retrieve from the UCC information management system all financing statements with individual names that consist only of the surname.

10. The word "and" and the character "&" are disregarded;

11. After using the criteria specified herein to modify the name of the debtor requested to be searched, the search shall reveal only names of debtors that are contained in unlapsed financing statements and exactly match the name requested, as modified.

D. Information Request Responses. Responses to an information request shall include the following:

1. The identification of the filing officer and the certification of the filing officer;

2. The date the report was generated;

3. The through date;

4. The exact name as provided by the searcher;

5. The normalized name, as provided by § 1.16(C) of this Part;

6. A list of each financing statement filed on or before the certification date and time corresponding to the search criteria, by name of debtor, by financing statement file number, and by the file date and file time of 4:30 pm.; and

7. A copy of all related UCC records filed by the filing officer on or before the certification date and time is provided upon request when the appropriate fee is paid in accordance with § 1.8 of this Part.

1.17 Other Notices of Liens

A. Policy Statement. The purpose of the rules in this section is to describe records of liens maintained by the filing office created pursuant to statutes other than the UCC that are treated by the filing officer in a manner substantially similar to UCC records and are included on request with the responses described in § 1.16(D) of this Part herein.

B. Agricultural Liens. Agricultural liens are filed in the same manner as an initial financing statement and may use all forms and formats of communication permitted to be used in connection with initial financing statements. Each communication of a record of an agricultural lien must identify itself as such. They are indexed by debtor name and will be revealed by searches in accordance with the process outlined in § 1.16 of this Part herein.



Title 100 Department of State
Chapter 30 Business Services
Subchapter 00 N/A
Part 1 Uniform Commercial Code Revised Article 9 – Administrative Rules
Type of Filing Adoption
Regulation Status Active
Effective 01/01/2019

Regulation Authority :

R.I. Gen. Laws § 6A-9-526

Purpose and Reason :

The Department of State is proposing to adopt 100-RICR-30-00-1 entitled, “Uniform Commercial Code Revised Article 9 – Administrative Rules,” in conjunction with the proposed repeal of 100-RICR-XXX-XX-1882. By repealing 100-RICR-XXX-XX-1882 and adopting 100-RICR-30-00-1, the Department intends to update and clarify the role and duties of the filing officer with respect to the administration of R.I. Gen. Laws Chapter 6A-9. During its review of the proposed repeal, the Department determined that, while some language was redundant and could be removed, certain other language is appropriate and should be transferred to this proposed adoption. For a complete list of all language being deleted or moved from 100-RICR-XXX-XX-1882 to this rule, as well as a list of all sections containing entirely new language, please see the attached Additional Documentation – Summary of Non-Technical Changes.