TITLE 11 COMMERCIAL CODE

Section 9. Secured Transactions, 11-9-101 through 11-9-809.

ARTICLE 9 SECURED TRANSACTIONS

PART 1 FILING OFFICE; CONTENTS AND EFFECTIVENESS OF FINANCING STATEMENT

11-9-503. Name of debtor and secured party.

Sufficiency of debtor's name. A financing statement sufficiently provides the name of the debtor:
1. Except as otherwise provided in paragraph (3) of this subsection, if the debtor is a registered organization or the collateral is held in a trust that is a registered organization, only if the financing statement provides the name that is stated to be the registered organization's name on the public organic record most recently filed with or issued or enacted by the registered organization's jurisdiction of organization which purports to state, amend, or restate the registered organization's name;
2. Subject to subsection (f) of this Code section, if the collateral is being administered by the personal representative of a decedent, only if the financing statement provides, as the name of the debtor, the name of the decedent and, in a separate part of the financing statement, indicates that the collateral is being administered by a personal representative;
3. If the collateral is held in a trust that is not a registered organization, only if the financing statement:
  1. Provides, as the name of the debtor:
    1. If the organic record of the trust specifies a name for the trust, the name specified; or
    2. If the organic record of the trust does not specify a name for the trust, the name of the settlor or testator; and
  2. In a separate part of the financing statement:
    1. If the name is provided in accordance with division (3)(A)(i) of this subsection, indicates that the collateral is held in a trust; or
    2. If the name is provided in accordance with division (3)(A)(ii) of this subsection, provides additional information sufficient to distinguish the trust from other trusts having one or more of the same settlors or the same testator and indicates that the collateral is held in a trust, unless the additional information so indicates;
4. Subject to subsection (g) of this Code section, if the debtor is an individual to whom this state has issued a driver's license that has not expired, only if the financing statement provides the name of the individual which is indicated on the driver's license;
5. If the debtor is an individual to whom paragraph (4) of this subsection does not apply, only if the financing statement provides the individual name of the debtor or the surname and first personal name of the debtor; and
6. In other cases:
  1. If the debtor has a name, only if the financing statement provides the organizational name of the debtor; and
  2. If the debtor does not have a name, only if it provides the names of the partners, members, associates, or other persons comprising the debtor, in a manner that each name provided would be sufficient if the person named were the debtor.
Additional debtor related information. A financing statement that provides the name of the debtor in accordance with subsection (a) of this Code section is not rendered ineffective by the absence of:
1. A trade name or other name of the debtor; or
2. Unless required under subparagraph (a)(6)(B) of this Code section, names of partners, members, associates, or other persons comprising the debtor.
Debtor's trade name insufficient. A financing statement that provides only the debtor's trade name does not sufficiently provide the name of the debtor.
Representative capacity. Failure to indicate the representative capacity of a secured party or representative of a secured party does not affect the sufficiency of a financing statement.
Multiple debtors and secured parties. A financing statement may provide the name of more than one debtor and the name of more than one secured party.
Name of decedent. The name of the decedent indicated on the order appointing the personal representative of the decedent issued by the court having jurisdiction over the collateral is sufficient as the "name of the decedent" under paragraph (2) of subsection (a) of this Code section.
Multiple driver's licenses. If this state has issued to an individual more than one driver's license of a kind described in paragraph (4) of subsection (a) of this Code section, the one that was issued most recently is the one to which such paragraph refers.
Definition. As used in this Code section, the term "name of the settlor or testator" means:
1. If the settlor is a registered organization, the name that is stated to be the settlor's name on the public organic record most recently filed with or issued or enacted by the settlor's jurisdiction of organization which purports to state, amend, or restate the settlor's name; or
2. In other cases, the name of the settlor or testator indicated in the trust's organic record.

(Code 1981, §11-9-503, enacted by Ga. L. 2001, p. 362, § 1; Ga. L. 2013, p. 690, § 11/SB 185.)

The 2013 amendment, effective July 1, 2013, substituted the present provisions of paragraphs (a)(1) through (a)(3), for the former provisions, which read: "(1) If the debtor is a registered organization, only if the financing statement provides the name of the debtor indicated on the public record of the debtor's jurisdiction of organization which shows the debtor to have been organized;

"(2) If the debtor is a decedent's estate, only if the financing statement provides the name of the decedent and indicates that the debtor is an estate;

"(3) If the debtor is a trust or a trustee acting with respect to property held in trust, only if the financing statement:

"(A) Provides the name specified for the trust in its organic documents or, if no name is specified, provides the name of the settlor and additional information sufficient to distinguish the debtor from other trusts having one or more of the same settlors; and

"(B) Indicates, in the debtor's name or otherwise, that the debtor is a trust or is a trustee acting with respect to property held in trust; and"; added present paragraphs (a)(4) and (a)(5); redesignated former paragraph (a)(4) as paragraph (a)(6); substituted "the financing statement provides the organizational" for "'it provides the individual or organizational" in subparagraph (a)(6)(A); added ", in a manner that each name provided would be sufficient if the person named were the debtor" at the end of subparagraph (a)(6)(B); substituted "subparagraph (a)(6)(B)" for "subparagraph (a)(4)(B)" in paragraph (b)(2); and added subsections (f) through (h).

Law reviews.

- For article discussing Uniform Commercial Code provisions establishing a security interest in fixtures as a means of protecting sellers, see 16 Mercer L. Rev. 404 (1965). For article discussing the Uniform Commercial Code provisions regarding the sufficiency of "The Description of Collateral in Security Agreements and Financing Statements," see 28 Mercer L. Rev. 611 (1977). For article, "The Revisions to Article IX of the Uniform Commercial Code," see 15 Ga. St. B.J. 120 (1977). For article, "Fixture Financing Under Georgia's New Article 9," see 16 Ga. St. B.J. 110 (1980). For article, "H.B. 712: New Requirements for Financing Statements and Continuation Statements Filed in Georgia," see 22 Ga. St. B.J. 6 (1985). For article, "H.B. 1364: Revised Requirements for Financing Statements and Continuation Statements Filed in Georgia," see 23 Ga. St. B.J. 50 (1986). For annual survey of law of real property, see 38 Mercer L. Rev. 319 (1986). For annual survey article on commercial law, see 50 Mercer L. Rev. 193 (1998). For comment on United States v. Crittenden, 563, F.2d 678 (5th Cir. 1977), appearing below, see 12 Ga. L. Rev. 692 (1977).

JUDICIAL DECISIONS

Editor's notes.

- In the light of the similarity of the provisions, decisions under former Article 9 are included in the annotations for this Code section. For a table of comparable provisions, see the table at the beginning of the Article.

Name of debtor required.

- This section contemplates a financing statement which shows name of debtor. Citizens Bank v. Ansley, 467 F. Supp. 51 (M.D. Ga.), aff'd, 604 F.2d 669 (5th Cir. 1979) (decided under former Code Section 11-9-402).

Name indicated on driver's license.

- Name "indicated on the driver's license" refers only to the name typed on the driver's license and does not include the name signed by the debtor. Pierce v. Farm Bureau Bank (In re Pierce), 581 Bankr. 912 (Bankr. S.D. Ga. 2018).

Security interest not perfected.

- Where a search of the county records did not reveal a financing statement due to a mistake in the name of the debtor shown on the financing statement, the security interest in the funds relating to the financing statement was not perfected, and the money was awarded to a judgment creditor in an interpleader action. Receivables Purchasing Co. v. R & R Directional Drilling, L.L.C., 263 Ga. App. 649, 588 S.E.2d 831 (2003).

Because an attorney who handled a closing in the capacity of an escrow agent for the client's business had no actual or constructive notice of a creditor's security interest in the business due to the improper filing pursuant to O.C.G.A. §§ 11-9-502,11-9-503, and11-9-506, because the debtor's name was not properly listed and the interest was accordingly not perfected, claims as to conversion of the business closing proceeds failed. All Bus. Corp. v. Choi, 280 Ga. App. 618, 634 S.E.2d 400 (2006).

Debtor's name only in trade name form.

- Financing statement showing debtor's name only in unregistered trade name form is not legally sufficient to create security interest. In re Firth, 363 F. Supp. 369 (M.D. Ga. 1973) (decided under former Code Section 11-9-402).

Filing of a financing statement under a corporate debtor's trade name, was sufficient, where business was done under the trade name and any reasonably prudent creditor would have searched the records under that name. In re Simpson Motor Co., 101 Bankr. 813 (Bankr. N.D. Ga. 1989) (decided under former Code Section 11-9-402).

Creditor's filing of a financing statement on the debtor's automobiles in the debtor's trade name rather than its legal name was sufficient, even though the creditor knew the legal name but decided not to file under it, where the debtor did business only under one trade name. Willson v. Habersham Bank, 111 Bankr. 368 (N.D. Ga. 1990) (decided under former Code Section 11-9-402).

Signature material aspect of financing statement.

- Unless former subsection (2) of this section applies, the debtor's signature is a material aspect of the financing statement. USI Capital & Leasing v. Medical Oxygen Serv., Inc., 36 Bankr. 341 (Bankr. N.D. Ga. 1984) (decided under former Code Section 11-9-402).

Signature by real debtor in individual capacity on behalf of fictitious entity.

- Where real debtor has not signed financing statement in his individual capacity, but only on behalf of fictitious business entity, it is conceptually insufficient since signature of real debtor in his real name does not appear thereon. In re Firth, 363 F. Supp. 369 (M.D. Ga. 1973) (decided under former Code Section 11-9-402).

Fictitious signature is insufficient notice to subsequent creditors.

- While this section has effect of binding those persons who contract in fictitious names to contracts, so executed, it does not have effect of saying that financing statements given in fictitious names are sufficient to notify subsequent creditors of identity of party using the fictitious name. Were a court to hold otherwise, the purpose of statutory scheme of requiring security interest to be perfected by filing a financing statement - to give notice to future creditors of debtor - would be seriously undermined. In re Firth, 363 F. Supp. 369 (M.D. Ga. 1973) (decided under former Code Section 11-9-402).

Signatures required for amendments.

- Section was amended in 1978 specifically to require signatures of debtors to amendments to financing statements. Walter E. Heller & Co. v. Aetna Bus. Credit, Inc., 158 Ga. App. 249, 280 S.E.2d 144 (1981) (decided under former Code Section11-9-402).

Question of fact as to whether financing statement seriously misleading.

- In a suit involving the defendant defaulting on loans secured by property that was allegedly tortuously converted by sale, the grant of summary judgment to the plaintiff was reversed, in part, because an issue of material fact remained as to whether the financing statement was valid as to the name provided on the financing statement and whether the incorrect name made the statement seriously misleading. Rebel Auction Co. v. Citizens Bank, 343 Ga. App. 81, 805 S.E.2d 913 (2017).

Failure to file amended financing statement.

- Where creditor failed to file an amended financing statement reflecting debtor's name change, its original filing was not effective to perfect a security interest in collateral acquired by debtor more than four months after it changed its name. Pettigrew v. Consultants United, Inc. (In re Specialcare, Inc.), 209 Bankr. 13 (Bankr. N.D. Ga. 1997) (decided under former Code Section 11-9-503).

First lienholder still protected despite error in financing statement.

- Even assuming a financing statement became seriously misleading due to a change in the debtor's name after dissolution of the corporation, the first lienholder was still protected as to collateral acquired through that time and up to four months thereafter. Western Auto Supply Co. v. McKenzie, 227 Ga. App. 477, 489 S.E.2d 537 (1997) (decided under former Code Section11-9-503).

RESEARCH REFERENCES

Am. Jur. 2d.

- 68A Am. Jur. 2d, Secured Transactions, §§ 32, 192 et seq., 310, 311, 329 et seq., 352-354, 365, 395.

C.J.S.

- 76 C.J.S., Records, § 4.

U.L.A.

- Uniform Commercial Code (U.L.A.) § 9-503.

ALR.

- What amounts to a conditional sale, 17 A.L.R. 1421; 43 A.L.R. 1247; 92 A.L.R. 304; 175 A.L.R. 1366.

Violation of statute as to form of, or terms to be included in, conditional sale contract, as invalidating entire transaction or merely its effect to reserve title in vendor, 144 A.L.R. 1103.

Priority as between federal tax lien and mortgage to secure future advances or expenditures by mortgagee, 90 A.L.R.2d 1179.

Sufficiency of description of crops under UCC §§ 9-203(1)(b) and 9-402(1), 67 A.L.R.3d 308; 100 A.L.R.3d 10; 100 A.L.R.3d 940.

Sufficiency of designation of debtor or secured party in security agreement or financing statement under UCC § 9-402, 99 A.L.R.3d 478.

Sufficiency of address of debtor in financing statement required by UCC § 9-402(1), 99 A.L.R.3d 807.

Sufficiency of address of secured party in financing statement required under UCC § 9-402(1), 99 A.L.R.3d 1080.

Effectiveness of original financing statement under UCC Article 9 after change in debtor's name, identity, or business structure, 99 A.L.R.3d 1194.

Sufficiency of secured party's signature on financing statement or security agreement under UCC § 9-402, 100 A.L.R.3d 390.

Sufficiency of debtor's signature on security agreement or financing statement under UCC §§ 9-203 and 9-402, 3 A.L.R.4th 502.

Sufficiency and effectiveness of designation of debtor in financing statement under Uniform Commercial Code §§ 9-503 and 9-506 (revised 2000), 28 A.L.R.6th 461.

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