Business Services - Uniform Commercial Code Filings

Title 1: Secretary of State Part 4: Uniform Commercial Code Part 4 Chapter 1: UCC – 9 and Central and Filing System Secured Transactions Introduction. The administration of Article 9 -- Secured Transactions of the Uniform Commercial Code (UCC) has an important impact on the economy and upon the rights of the public In the State of Mississippi and in the United States. The volume of international, interstate and multi-state transactions pursuant to the UCC requires that the administration of the UCC be conducted in a manner that promotes both local and multi-jurisdictional commerce by striving for uniformity in policies and procedures among the various states. Pursuant to Revised Article 9 of the UCC Mississippi Code § 75-9-101 et.seq. as enacted by the Mississippi Legislature in the 2001 Session, [2001 MS S.B. 2626] effective January 1, 2002, and as specifically provided in Mississippi Code § 75-9-526 (1972) and as revised thereafter, the interpretation and implementation of the filing office’s duties and responsibilities shall be expressed in a written set of administrative rules, which the public shall have a voice in creating. Such rules have the following purposes: Rule 1.1 Purpose To simplify and improve the administration of the UCC by promoting uniform UCC filing procedures in the State of Mississippi and in the nation; A.

B. C. E.

To simplify the public’s ability to discover and understand the UCC filing procedures of the various states by establishing a uniform framework for describing the procedures; To increase public access to information; To increase public participation in the formulation of administrative policy and procedures; and To increase public accountability of the filing officer.

Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended. Part 4 Chapter 2 – Definitions Introduction. The following terms shall have the respective meanings provided in these rules, Terms not defined in these rules, which are defined in the UCC, shall have the respective meanings accorded such terms in the UCC. Notwithstanding any of the preceding, the definitions applicable to section 604 of these rules shall follow the terms defined in § 1324 of the Food Security Act of 1985, P.L. 99498, and shall mean the same except as otherwise specified. Rule 2.1 “Actual Delivery” means the act of handing over the product or farm product to the intended recipient or agent therefore. Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended. 1

Rule 2.2 “Amendment’ means a UCC document that purports to amend the information contained in a financing statement. Amendments include amendments, assignments, continuations, and terminations. Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended. Rule 2.3 “Assignment” 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. Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended. Rule 2.4 “Buyer in the ordinary course of business” means a person or entity who buys goods, including farm products, In good faith, without knowledge that the sale violates the rights of another person in the goods, and in the ordinary- course of business from a person or entity in the business of selling goods of that kind. This definition also incorporates “buyer in the ordinary course of business” as defined in Mississippi Code § 75-1-201(9) and shall not be in conflict with the Food Security Act of 1g85, 7 U.S.C. § 1631. Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended. Rule 2.5 “Central Filing System” means a system for filing effective financing statements or notice of such financing statements on a statewide basis which has been certified by the Secretary of the United States Department of Agriculture. Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended. Rule 2.6 “Continuation” means an amendment that purports to continue the effectiveness of a financing statement. Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended. Rule 2.7 “Correction statement” means a UCC document that purports to indicate that a financing statement is inaccurate or wrongfully filed. Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended. Rule 2.8 “Effective financing statement” (EFS) means a statement that is an original or reproduced copy thereof, filed in accordance with the “Uniform Commercial Code - Secured Transactions” applicable in the State of Mississippi at the time of filing OR as in the case of farm product filings, a statement which complies with Section 1324 of the Food Security -Act of 1985, P.L. 99-108 that is an original or reproduced copy of the statement containing the name and address of the secured party; the name and address of the person indebted to the secured party; the social security number (or in the case of a debtor doing business other than as an individual, the Internal Revenue Service taxpayer identification number); a description of the farm products— subject to the security interest created by the debtor, including the amount of such products where applicable; and a reasonable description of the property, including the county in which the property is located; signed by both the debtor(s) and the secured party(ies) if submitted non-electronically, or when and if the Mississippi Secretary of State accepts electronic 2

filing of UCC statements an electronically reproduced copy of a statement without the debtor’s signature. Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended. Rule 2.9 “EFS” means an effective financing statement. Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended. Rule 2.10 “Farm Product” means an agricultural commodity such as, but not limited to, cotton, wheat, corn, soybeans; a species of livestock such as, but not limited to, cattle, hogs, emu, sheep, horses or poultry included, used, or produced in farming operations; aquatic goods produced in aqua cultural operations; or a product bf such crop. “Farm Product” includes agricultural based commodities used or produced in farming operations, aqua cultural products, or livestock in its unmanufactured state (such as ginned cotton, wool clip, sorghum, milk, and eggs) that is in possession of a person engaged in farming operations. Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended. Rule 2.11 “File number” means the unique identifying information assigned to an initial financing statement by the filing officer for the purpose of identifying the financing statement and UCC documents relating to the financing statement in the filing officer’s information management system. The file number bears no relation to the time of filing and is not an indicator of priority. Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended. Rule 2.12 “Filing office” and “filing officer” means the Mississippi Secretary of State, Division of Business Services. Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended. Rule 2.13 “Financing statement” means a record or records composed of an initial financing statement and any filed record(s) relating to the initial financing statement. Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended. Rule 2.14 “Individual” means a human being, or a decedent in the case of a debtor that is such decedent’s estate. Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended. Rule 2.15 “Initial financing statement” means a UCC document that does not identify itself as an amendment or identify an initial financing statement to which it relates, as required by Mississippi Code § 75- 9-512, 75-9-514 or 75-9-518. Source: Section 79-9-101et seq. Mississippi Code of 1972 as amended. 3

Rule 2.16 “Knows” or “knowledge” means that a person has actual knowledge of a fact. Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended. Rule 2.17 “Master list” means the accumulation of data in paper, electronic, or other form, organized according to Farm Products; and arranged within such product alphabetically, numerically by tax ID, geographically by county, and crop year. Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended. Rule 2.18 “Organization” means a legal person who is not an individual under Rule 2.14. Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended. Rule 2.19 “Person” means any individual, partnership, corporation, trust, or any other business entity. Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended. Rule 2.20 “Portion” means portion of the master list distributed to registrants regularly that cover the farm products in which such registrant has registered an interest. Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended. Rule 2.21 “Receipt “means three (3) days following the dates of mailing or the date of actual delivery to the intended recipient, whichever occurs first. Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended. Rule 2.22 “Registrant” means any buyer of farm products, selling agent, or commission merchant registered With the Central Filing System. Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended. Rule 2.23 “Remitter” means a person who tenders UCC document to the filing officer for filing, whether the person is a filer or an agent of a filer responsible for tendering the document for filing. “Remitter” does not include a person responsible merely for the delivery of the document to the filing office, such as the postal service or a courier service but does include a service provider who acts as a filer’s representative in the filing process. Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended. Rule 2.24 “Secretary” unless identified to the contrary, means Secretary of State of the State of Mississippi. Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended. 4

Rule 2.25 “Security interest” means an interest in personal property including fixtures, as extracted collateral, timber to be cut, or Farm Products which secure payment or performance of an obligation. Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended. Rule 2.26 “Secured party of record” means, with respect to a financing statement, a person 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 under Mississippi Code § 75-9-514(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 a person as a secured party or a representative of a secured party is filed, the person named in the amendment is a secured party of record. If an amendment is filed under Mississippi Code § 75-9-514(b), the assignee named in the amendment is a secured party of record. A person remains a secured party of record until the filing of an amendment of the financing statement which deletes the person. Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended. Rule 2.27 “System operator” means the Secretary of State. Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended. Rule 2.28 “Termination” means an amendment intended to indicate that the related financing statement has ceased to be effective with respect to the secured party authorizing the termination. Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended. Rule 2.29 “UCC” means the Uniform Commercial Code as adopted in Mississippi. Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended. Rule 2.30 UCC document” means an initial- financing statement, an amendment, an assignment, a continuation, a termination or a correction statement. The word “document in the term “UCC document” shall not be deemed to refer exclusively to paper or paper-based writings; it being understood that UCC documents may be expressed or transmitted electronically or through media other than such writings. (Note: This definition is used for the purpose of these rules only. The-use of the term UCC document” in these rules has no relation to the definition of the term “document” in Mississippi Code § 75-9-102(a) (30 . Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended. Rule 2.31 “Singular and Plural Forms” Singular nouns shall include the plural form, and plural nouns shall include the singular form, unless the context otherwise requires. Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended. 5

Part 4 Chapter 3: Filing Officer Rule 3.1 Place to File The filing office is the office for filing UCC documents relating to all types of collateral except for timber to be cut, as-extracted collateral (Mississippi Code § 75-9102(a)(6 and, when the relevant financing statement is filed as a fixture filing, goods which are or are to become fixtures. Regardless of the nature of the collateral, the Mississippi Secretary of State, Division of Business Services is the office for filing all UCC documents where the debtor is a transmitting utility. Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended. Rule 3.2 Filing Office Identification In addition to the promulgation of these rules, the Mississippi Secretary of State will disseminate information of its location, mailing address, telephone and fax numbers, and its Internet and other electronic ‘addresses’ through usual and customary means. Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended. Rule 3.3 Office Hours Although the filing office maintains regular office hours, it receives transmissions electronically through its filing system 24 hours per day, 365 days per year, except for scheduled maintenance and unscheduled interruptions of service. These communications may be retrieved and processed periodically (but no less often than once each day the filing office is open for business) on a batch basis. Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended. Part 4 Chapter 4: UCC Document Delivery Rule 4.1Personal Delivery at the Filing Office’s Street Address The filing time for a UCC document delivered by this method is when delivery of the UCC document is accepted by the filing office (even though the UCC document may not yet have been accepted for filing and subsequently may be rejected). Source: Section 75-9-301 et seq. Mississippi Code of 1972 as amended. Rule 4.2 Express Mail and Courier Delivery at the Filing Office’s Street Address UCC documents delivered by this method, not-withstanding the time of delivery, received prior to 12:00 p.m. of a business day will receive a filing time of 12:00 p.m., even though the UCC document may not yet have been accepted for filing and may be subsequently rejected. Courier delivery of UCC documents after 12:00 p.m. on a business day, and before the close of business, will receive a filing time of 5:00 p.m., even though the UCC document may not yet have been accepted for filing and may be subsequently rejected. Source: Section 75-9-301 et seq. Mississippi Code of 1972 as amended. Rule 4.3 Standard Postal Service Delivery to the Filing Office’s Mailing Address UCC documents delivered by this method will receive a filing time of 8:00 a.m. on the day of delivery 6

if the filing office is open for business on the delivery day, even though the UCC document may not yet have been accepted for filing and may be subsequently rejected. A UCC document delivered after regular business hours or on a day the filing office is not open for business will have a filing time of 8:00 a.m. on the next day the filing office is open for business. Source: Section 75-9-301 et seq. Mississippi Code of 1972 as amended. Rule 4.4 Search Request Delivery UCC search requests may be delivered to the filing office by any of the means by which UCC’ documents may be delivered to the filing office. Requirements concerning search requests are set forth in Rule 12.2 Source: Section 75-9-301 et seq. Mississippi Code of 1972 as amended. Part 4 Chapter 5: Approved Forms. Introduction. Forms for UCC documents that conform to the requirements of this rule will be acceptable by the filing office. Rule 5.1 Statutory Forms. The forms described by reference In Mississippi Code § 75-9-521 will be acceptable. Source: Section 75-9-501 et seq. Mississippi Code of 1972 as amended. Rule 5.2 Farm Product Filing Forms. In the case of a Farm Product filing, the Mississippi Secretary of State has adopted specific forms for initial filing and continuation which meets the required guidelines under the Food Security Act of 1985. These forms are included in “Appendix A.” Source: Section 75-9-501 et seq. Mississippi Code of 1972 as amended. Rule 5.3 Secretary of State-Approved Forms. A form for the relevant UCC document approved by the office of the Secretary of State will be acceptable. Beginning July 1, 2017, only UCC documents generated by the Secretary of State's UCC online filing system will be accepted for filing. UCC filings submitted on forms not generated in the Mississippi Secretary of State's system will be rejected. Source: Section 75-9-501 et seq. Mississippi Code of 1972 as amended. Rule 5.4 Form--UCC Search. The Secretary of State will only honor search requests submitted on the appropriate form available on the Secretary of State's website. Source: Section 75-9-501 et seq. Mississippi Code of 1972 as amended. Rule 5.5 Reserved 7

Part 4 Chapter 6: Filing Fees-Not Including Farm Commodity Filings Covered in Rule 13.5

Rule 6.1 Filing fees are assessed pursuant to Mississippi Code § 75-9-525. Source: Section 75-9-505 et seq. Mississippi Code of 1972 as amended. Rule 6.2 From and after December 31, 2007, filing fees are as follows: Standard Form Name

Discounted Fees for Filings Paid Online

Initial Financing Statement (UCC1) and Addendum (UCC1Ad)

$8 + convenience fee set by e-gov portal

Financing Statement Amendment (UCC3) and Addendum (UCC3Ad)

$8 + convenience fee set by e-gov portal Fees for Standard Forms Completed Online and Mailed in with Payment

Initial Financing Statement (UCC1) and Addendum (UCC1Ad)

$10 (+ $3 if attachments +$4 for each additional debtor listed)

Financing Statement Amendment (UCC3) and Addendum (UCC3Ad)

$10 (+ $3 if attachments)

Farm Products Forms

Fees for Farm Product Filings (Must be completed online then mailed in with payment)

Initial “Farm Product Filing ” Financing Statement UCC1F) and Addendum (UCC1FAd)

$10 (+ $3 if attachments +$4 for each additional debtor listed)

"Farm Product Filing" Financing Statement Amendment (UCC3F) and Addendum (UCC3Fad)

$10 (+ $3 if attachments)

8

Other Forms

Fees (must be completed online and mailed in with payment)

Information (Correction) Statement (UCC5)

$10 (+ $3 if attachments)

Information Request (UCC11)

$5

UCC11 Copy Request

$2 per financing statement requested + $0.25 per page copying fee

Source: Section 75-9-505 et seq. and Section 25-61-7 Mississippi Code of 1972 as amended. Rule 6.3 Expedited Services. Expedited services are not provided. Source: Section 75-9-505 et seq. Mississippi Code of 1972 as amended. Rule 6.4 Methods of Payment. Filing fees for UCC9 and Central Filing System transactions must be submitted only for that transaction. For example: fees for filing a UCC document cannot be combined with other corporate service fees of the Secretary of State and tendered at the time. Filing fees and fees for public record services may be paid by the following methods: A. B. C.

D. E.

Cash. The filing officer discourages cash payment unless made in person to the cashier at the filing office. Checks. Checks made payable to the filing office will be accepted for payment if drawn on a bank acceptable to the filing office. The filing office will accept payment via electronic funds transfer under National Automated Clearing House Association (“NACHA”) rules from remitters who have entered into appropriate NACHA – approved arrangements for such transfers and who authorize the relevant transfer pursuant to such arrangements and rules. Debit cards. The filing office may elect to accept payment by debit cards in accordance with Mississippi Code and as technology permits. Credit cards. The filing office may elect to accept payments using credit cards in accordance with Mississippi Code and as technology permits.

Source: Section 75-9-505 et seq. Mississippi Code of 1972 as amended. Rule 6.5 Overpayment and underpayment/rejected filing refunds policies. An overpayment will not be refunded to the filing party. Source: Section 75-9-505 et seq. Mississippi Code of 1972 as amended. 9

Rule 6.6 Rejected filings. Upon receipt of a document which is subsequently rejected, the filing officer shall return either the original or an electronic copy of the original to the filing party as provided in Rule 9.6. he payment for that filing will not be refunded. A filing fee submitted at the time of a filing a UCC document which is subsequently rejected by the filing officer will not be used in any manner for “credit” on future filings. Filers resubmitted documents which have previously been rejected shall remit filing fees with the resubmitted documents as if it were a new filing. Source: Section 75-9-505 et seq. Mississippi Code of 1972 as amended. Part 4 Chapter 7: Public Records Services Introduction. Public records services. Public records services are provided on a nondiscriminatory basis to any member of the public on the terms described in these rules. The following methods are available for obtaining copies of UCC documents and copies of data from the UCC information management system. Rule 7.1 Copies. Copies of individually identified UCC documents are available. Source: Section 75-9-606 et seq. Mississippi Code of 1972 as amended. Rule 7.2 Bulk copies of documents. Bulk copies of UCC documents are available by electronic means via a paid subscription service set up by the Secretary of State. Source: Section 75-9-606 et seq. Mississippi Code of 1972 as amended. Rule 7.3 Availability of data. Data from the information management system, 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. Data from the information management system is available via paid subscription as follows: A. B.

Full extract. A bulk data extract of the information from the UCC information management system – is available on a regular basis. Extracts from the UCC information management system are available in formats as prescribed by the Mississippi Secretary of State.

Source: Section 75-9-606 et seq. Mississippi Code of 1972 as amended. Part 4 Chapter 8: New practices and technologies Rule 8.1 Article 9 filing. The filing officer is authorized to adopt practices and procedures to accomplish receipt, processing, maintenance, retrieval, and transmission of, and remote access to, Article 9 filing data by means of electronic, voice, optical, or other technologies. In developing and utilizing technologies and practices, policies and regulations adopted in connection with secure transaction filing systems in other states. Source: Section 75-9-101 et seq. Mississippi Code of 1972 as amended. Part 4 Chapter 9 Acceptance and refusal of documents 10

Rule 9.1 Policy Statement. The duties and responsibilities of the Mississippi Secretary of State with respect to the administration of the UCC are ministerial. In accepting for filing or refusing to file a UCC document pursuant to these rules, the filing officer does none of the following: A. B. C. D.

Determine the legal sufficiency of a document. Determine that a security interest in collateral exists or does not exist. Determine that information in the document is correct or incorrect, in whole or in part. Create a presumption that information in the document is correct or incorrect, in whole or in part except as authorized by section 75–9–501.1 of the Mississippi Code of 1972 as amended.

Source: Section 75-9-501.1 and Section 75-9-519 et seq. Mississippi Code of 1972 as amended. Rule 9.2 Duty to file. Provided that there is no ground to refuse acceptance of the document under Rule 9.3, a UCC document is filed upon its receipt by the filing officer with the filing fee and the filing officer shall promptly assign a file number to the UCC document an index it in the information management system. Source: Section 75-9-519 et seq. Mississippi Code of 1972 as amended. Rule 9.3 Grounds for refusal of a UCC document. The following grounds are the sole grounds for the filing officer’s refusal to accept a UCC document for filing. As used herein, the term “legible” is not limited to refer only to written expressions on paper. “Legibility” may refer also to a machine – readable transmission for electronic transmissions and an otherwise readily decipherable transmission. A.

Debtor name and address. An initial financing statement or an amendment that purports to add a debtor shall be refused if the document fails to include a legible, valid debtor name and address for a debtor, in the case of an initial financing statement, or for the debtor purporting to be added in the case of such an amendment. If the document contains more than one debtor name or address and some names or addresses are missing or illegible, the filing officer shall index the legible name and address pairings, and provide notice to the remitter containing the file number of the document, identification of the debtor name(s) that was (were) indexed, and a statement that debtors with illegible or missing names or addresses were not indexed.

B.

An initial financing statement or an amendment adding one or more debtors shall be refused if the document fails to identify whether each named debtor (or each added debtor in the case of such an amendment) is an individual or an organization, if the last name of each individual debtor is not identified.

C.

Secured party name and address. An initial financing statement, an amendment purporting to add a secured party of record or an assignment shall be refused if the document fails to include a legible secured party (or assignee in the case of an 11

assignment) name and address. If the document contains more than one secured party (or assignee) name or address and some names or addresses are missing or illegible, the filing officer shall refuse the UCC document. D

A UCC amendment of an initial financing statement shall be refused if the document does not provide a file number of an initial financing statement in the UCC information management system that has not lapsed.

E.

A UCC document that does not identify itself as an amendment or identify an initial financing statement to which it relates, as required by Mississippi Code §§759-512, 79-9-514.and 75-9-518, is an initial financing statement.

F.

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. 1. 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 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. 2.

Last day permitted. The last day on which a continuation may be filed is the day upon which the financing statement would lapse. Lapse date is defined in Rule 11.5.

G.

A UCC filing shall be refused if the document is accompanied by less than the full filing fee tendered by a method described in Rule 6.2 and 6.3.

H.

UCC documents communicated to the filing office by a means of communication not authorized by the filing officer for the communication of UCC documents shall be refused.

I.

UCC documents determined to be fraudulent or false filings pursuant to section 75 –9–501.1 shall be rejected.

J.

As of July 1, 2017, all UCC filings submitted to the Secretary of State's office are required to be entered and completed by the filer or remitter using the Secretary of State's online filing system for UCC documents. These documents may be submitted electronically or transmitted in paper but all submitted documents must be produced by the online filing system and bear the tracking number assigned by that system. After July 1, 2017, any UCC filing including initial filing statements, farm liens, and any amendments, corrections or terminations thereto which are not 12

entered by in the Secretary of State online filing system will be returned to the filer or remitter unprocessed. Source: Sections 75-9-501.1 and 75-9-519 et seq. Mississippi Code of 1972 as amended. Rule 9.4 Grounds not warranting refusal. The sole grounds for the filing officer’s refusal to accept a UCC document for filing are enumerated in Rule 9.3. The following are examples of defects that do not constitute grounds for refusal to accept a document. They are not a comprehensive enumeration of defects outside the scope of permitted grounds for refusal to accept a UCC document for filing. A. The UCC document appears to identify a debtor incorrectly. 1 The UCC document appears to identify a debtor incorrectly. 2. The UCC document appears to identify a secured party or a secured party of record incorrectly. B. The UCC document contains additional or extraneous information of any kind. C. The UCC document contains less than the information required by Article 9 of the UCC, provided that the document contains the information required in Rule 9.2 through 9.3. 1. Collateral Description. The UCC document incorrectly identifies collateral, or appears to contain no such description. 2. The document is accompanied by funds in excess of the full filing fee. Source: 75-9-519 et seq. Mississippi Code of 1972 as amended. Rule 9.5 Time Limit. The filing officer, under normal business conditions, shall determine whether criteria exist to refuse acceptance of a UCC document for filing not later than the second business Day after the date the document would have been filed had it been accepted for filing and shall index a UCC document not so refused within the same time period. Any delay of this time limitation will be controlled pursuant to Mississippi Code § 75-9-524. Source: 75-9-519 et seq. Mississippi Code of 1972 as amended. Rule 9.6 Procedure Upon Refusal. If the filing officer finds grounds under Rule 9.3 to refuse acceptance of a UCC document, the filing officer shall return either the document or an electronically scanned copy of the document, if written, to the remitter. The filing office shall send a notice that contains the date and time the document would have been filed had it been accepted for filing (unless such date and time are stamped on the document), and brief description of the reason for refusal to accept the document under Rule 9.3. The notice shall be sent to a secured party or the remitter as provided in Rule 11.6. The notice shall be sent to a secured party or the remitter as provided in Rule 11.2 no later than the time set forth in Rule 9.5. 13

Source: 75-9-519 et seq. Mississippi Code of 1972 as amended. Rule 9.7 Acknowledgement. After acceptance and entry of a UCC document in the Secretary of State’s database, the filing officer shall send to said filer or remitter an image of the record of the UCC document showing the file number assigned to it and the date and time of filing. Filers are urged to review the acknowledgement for errors. Correction of errors will be pursuant to Rules 11.6 or 11.7. Source: 75-9-519 et seq. Mississippi Code of 1972 as amended. Rule 9.8 Other Notices. Nothing in these rules prevents a filing officer from communicating to a filer or a remitter that a filing officer noticed apparent potential defects in a UCC document, whether or not it was a 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 AND THE FILING OFFICE BEARS NO RESPONSIBILITY FOR SUCH EFFECTIVENESS. Source: 75-9-519 et seq. Mississippi Code of 1972 as amended. Rule 9.9 Refusal Errors. If a secured party or a remitter demonstrates to the satisfaction of the filing officer that a UCC document that was refused for filing should not have been refused under Rule 9.3 the filing officer will file the UCC document as provided in these rules with a filing date and time assigned when such a filing error occurs. The filing officer will also file a statement (and such demonstration of error shall constitute the secured party’s authorization to do so) that states that the effective date and time of filing is the date and time the UCC document was boringly tendered for filing, and sets forth such date and time. Source: 75-9-519 et seq. Mississippi Code of 1972 as amended. Rule 9.10 Use of Social Security numbers on Filing Forms. Other than filings intended to comply with the Food Security Act filed pursuant to Rule 13.5 Social Security numbers are not a filing requirement in Mississippi Source: 75-9-519 et seq. Mississippi Code of 1972 as amended. Part 4 Chapter 10 UCC Information Management System Rule 10.1 Policy Statement. The filing officer uses an information management system to store, index and retrieve information relating to financing statements. The information management system includes an index of the names of debtors named in financing statements which have not lapsed. The rules in this section describe the UCC information management system. Source: 75-9-519 et seq. Mississippi Code of 1972 as amended. Rule 10.2 Primary Data Elements. The primary data elements used in the UCC information management system are the following: 14

A.

Identification Numbers. Each initial financing statement is identified by its file number as described in Rule 2.11. Identification of the initial financing statement is assigned by the Secretary of State's online filing system and is permanently associated with the record maintained for UCC documents in the UCC information management system. A record is created in the information management system for each initial financing statement and all information comprising such record is maintained in such system. Such record is identified by the same file number assigned to the initial financing statement.

B.

A UCC document other than an initial financing statement is identified by a unique file number assigned by the filing officer. In the information management system, records of all UCC documents other than initial financing statements are linked to the record of the related initial financing statement.

Source: 75-9-502 et seq. Mississippi Code of 1972 as amended. Rule 10.3 Type of Document. The type of UCC document from which data is transferred is identified in the information management system from information supplied by the remitter. Source: 75-9-519 et seq. Mississippi Code of 1972 as amended. Rule 10.4 Filing Date and Filing Time. The filing date and filing time of UCC documents are stored in the information management system. Calculation of the lapse date of an initial financing statement is based upon the filing date. Source: 75-9-519 et seq. Mississippi Code of 1972 as amended. Rule 10.5 Identification of Parties. The names and addresses of debtors and secured parties are transferred from UCC documents to the UCC information management system using one or more data entry or transmittal techniques. A. Status of Financing Statement – In the information management system, each financing statement has a status of active or inactive. B. Page Count – The total number of pages in a UCC document is maintained in the information management system. C. Lapse Indicator – An indicator is maintained by which the information management system identifies whether or not a financing statement will lapse and, if it does, when it will lapse. The lapse date is determined as provided in Rule 11.5. Source: 75-9-519 et seq. Mississippi Code of 1972 as amended. Rule 10.6 Names of Debtors Who are Individuals. For the purpose of this rule, “individual” means a human being, or a decedent in the case of a debtor that is such decedent’s estate. This rule applies to the name of a debtor or a secured party on a UCC document who is an individual. A.

Individual Name Fields – The names of individuals are stored in files that include only the names of individuals, and not the names of organizations. Separate data entry fields are established for first personal name (first name), additional 15

names/initials (middle name), and surnames (last or family names) of individuals. A filer should place the name of a debtor with a single name (e.g., “Cher”) in the surname field. The filing officer assumes no responsibility for the accurate designation of the components of a name but will accurately enter the data in accordance with the filer’s designations. B.

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, as provided in Rule 11.8 when a UCC document is submitted with designated name fields, the data will be entered in the UCC information management system exactly as it appears.

C.

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 documents. Suffixes that indicate which individual is being named such as “senior,” “junior,” “I,” “II,” and “III,” are appropriate. In either case, as provided in Rule 11.8, they will be entered into the information management system exactly as received.

Source: 75-9-519 et seq. Mississippi Code of 1972 as amended. Rule 10.7 Names of Debtors That are Organizations. This rule applies to the name of an organization who is a debtor or a secured party on a UCC document. A.

Single Field – The names of organizations are stored in files that include only the name of organizations and not the names of individuals. A single filed field is used to store an organization name.

B.

Truncation – Organization Names – The organization name field in the UCC database is not fixed in length.

Source: 75-9-519 et seq. Mississippi Code of 1972 as amended. Rule 10.8 Estates. Although they are not human beings, estates are treated as if the decedent were the debtor under Rule 10.6 Source: 75-9-519 et seq. Mississippi Code of 1972 as amended. Rule 10.9 Trusts. If the trust is named in its organic document(s), its full legal name, as set forth in such document(s), is used. Such trusts are treated as organizations. If the trust is not so named, the name of the 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 document 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 financing statements filed against trusts or trustees acting with respect to property held in trust 16

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 under Rule 11.8 and 11.9. Source: 75-9-519 et seq. Mississippi Code of 1972 as amended. Rule 10.10 Initial Financing Statement. Upon the filing of an initial financing statement the status of the parties and the status of the financing statement shall be as follows: A.

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

B.

Status of Debtor – The status of a debtor named on the document shall be active and shall continue of record until one year after the financing statement lapses.

C.

Status of Financing Statement – The status of the financing statement shall be active. A lapse date shall be calculated, five years from the filing date, unless the initial financing statement indicates that it is filed with respect to a publicfinancing transaction or a manufactured-home transaction, in which case the lapse date shall be thirty years from the filing date, or if the initial financing statement indicates that it is filed against a transmitting utility, in which case there shall be no lapse date. A financing statement remains of record until one year after it lapses, or if it is indicated to be filed against a transmitting utility, until one year after it is terminated with respect to all secured parties of record.

Source: 75-9-519 et seq. Mississippi Code of 1972 as amended. Rule 10.11 Amendment. A.

Status of Secured Party and Debtor – An amendment shall affect the status of its debtor(s) and secured party(ies) as follows: 1. Collateral Amendment or Address Change – An amendment that amends only the collateral description or one or more addresses has no effect upon the status of any debtor or secured party. If a statement of amendment is authorized by less than all of the secured parties (or, in the case or an amendment that adds collateral, less than all of the debtors), the statement affects only the interests of each authorizing secured party (or debtor). 2. Debtor Name Change – An amendment that changes a debtor’s name has no effect on the status of any debtor or secured party, except that the related initial financing statement and all UCC documents that include an identification of such initial financing statement shall be cross-indexed in the UCC information management system so that a search under either the debtor’s old name or the 17

debtor’s new name will reveal such initial financing statement and such related UCC documents. Such a statement of amendment affects only the rights of the secured party(ies)’s authorizing the filing of that amendment. 3. Secured Party Name Change – An amendment that changes the name of a secured party has no effect on the status of any debtor or any secured party, but the new name is added to the index as a secured party of record. 4. Addition of a Debtor – An amendment that adds a new debtor name has no effect upon the status of any party to the financing statement, except the new debtor name shall be added as a debtor on the financing statement. 5. Addition of a Secured Party – An amendment that adds a new secured party shall not affect the status of any party to the financing statement, except that the new secured party name shall be added as a new secured party on the financing statement. 6. Deletion of a Debtor - An amendment that deletes a debtor has no effect on the status of any party to the financing statement, even if the amendment purports to delete all debtors. 7. Deletion of a Secured Party – An amendment that deletes a secured party of record has no effect on the status of any party to the financing statement, even if the amendment purports to delete all secured parties of record. B.

Status of Financing Statement – An amendment shall have no effect upon the status of the financing statement, except that a continuation may extend the period of effectiveness of a financing statement.

C. Source: 75-9-513 et seq. Mississippi Code of 1972 as amended. Rule 10.12 Assignment of Powers of Secured Party of Record. A.

Status of the Parties – An assignment shall have no effect on the status of the parties to the financing statement, except that each assignee named in the assignment shall become a secured party of record.

B.

Status of the Financing Statement – An assignment shall have no effect upon the status of the financing statement.

Source: 75-9-519 et seq. Mississippi Code of 1972 as amended. Rule 10.13 Continuation.

18

A.

Continuation of Lapse Date – Upon the timely filing of one or more continuations by any secured party(ies) of record, the lapse date of the financing statement shall be postponed for five years.

B.

Status of Parties – The filing of a continuation shall have no effect upon the status of any party to the financing statement.

C.

Status of Financing Statement - Upon the filing of a continuation statement, the status of the financing statement remains active.

Source: 75-9-519 et seq. Mississippi Code of 1972 as amended. Rule 10.14 Termination. A.

Status of Parties – The filing of a termination shall have no effect upon the status of any party to the financing statement.

B.

Status of Financing Statement – After termination a financing statement shall remain active in the 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 year after it is terminated with respect to all secured parties of record.

Source: 75-9-513 et seq. Mississippi Code of 1972 as amended. Rule 10.15 Information (Correction) Statement A.

Status of Parties – The filing of an information (correction) statement shall have no effect upon the status of any party to the financing statement.

B.

Status of Financing Statement – An information (correction) statement shall have no effect upon the status of the financing statement.

Source: 75-9-519 et seq. Mississippi Code of 1972 as amended. Rule 10.16 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. Source: 75-9-519 et seq. Mississippi Code of 1972 as amended. Part 4 Chapter 11 Filing and Data Entry Procedures Rule 11.1 Policy Statement. This section contains rules describing the filing procedures of the filing officer upon and after receipt of a UCC document. 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 19

transferred from a UCC document to the 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. Source: 75-9-501 et seq. Mississippi Code of 1972 as amended. Rule 11.2 Document Indexing and Other Procedures Before Archiving. Records are processed in accordance with the Mississippi Code § 75-9-519. A.

Date and Time Stamp – The date and time of receipt are noted on the document or otherwise permanently associated with the record maintained for a UCC document in the UCC information management system at the earliest possible time.

B.

Cash Management – Transaction necessary to payment of the filing fee are performed.

C.

Document Review – The filing office determines whether a ground exists to refuse the document under Rule 9.3 1. File Stamp – If there is no ground for refusal of the document, the document is stamped or deemed filed and a unique identification number and the filing date is stamped on the document or permanently associated with the record of the document maintained in the UCC information management system. The sequence of the identification number is not an indication of the order in which the document was received. 2. Correspondence –If there is a ground for refusal of the document, notification of refusal to accept the document is prepared as provided in Rule 9.6. If there is no ground for refusal of the document, an acknowledgement of filing is prepared as provided in Rule 9.7. Acknowledgement of filing or notice of refusal of a UCC document is sent to the remitter.

Source: 75-9-501 et seq. Mississippi Code of 1972 as amended. Rule 11.3 Filing Date. A. The filing date of a UCC document transmitted in paper form is the date the UCC document is received with the proper filing fee if the filing office is open to the public on that date or, if the filing office is not so open on that date, the filing date is the next date the filing office is so open, except that, in each case, UCC documents received after 5:00 P.M. shall be deemed received on the following day. The filing officer may perform any duty relating to the document on the filing date or on a date after filing date. 20

B. The filing date of the electronically filed UCC document is the date and time that the document is submitted in the correct format and the fee is paid and accepted by the electronic filing system. Source: 75-9-501 et seq. Mississippi Code of 1972 as amended. Rule 11.4 Filing Time. The filing time of a UCC document is determined as provided in Rule 4.1 through 4.4. Source: 75-9-501 et seq. Mississippi Code of 1972 as amended. Rule 11.5 Lapse Date and Time. A lapse date is calculated for each initial financing statement (unless the debtor is indicated to be a transmitting utility). The lapse date is the same date of the same month as the filing date in the fifth year after the filing date or relevant subsequent fifth anniversary thereof if timely continuation statement is filed, but if the initial financing statement indicates that it is filed with respect to a public-finance transaction or a manufactured-home transaction, the lapse date is the same date of the same month as the filing date in the thirtieth year after the filing date. The lapse takes effect at midnight at the end of the lapse date. The relevant anniversary for a February 29 filing date shall be the March 1 in the fifth year following the year of the filing date. Source: 75-9-501 et seq. Mississippi Code of 1972 as amended. Rule 11.6 Errors of the Filing Office. The filing office may correct the errors of filing office personnel or errors caused by the electronic filing system in the UCC information management system at any time. If the correction is made after the filing officer has issued a certification date that includes the filing date of a corrected document, the filing officer shall proceed as follows: 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 or 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. Source: 75-9-501 et seq. Mississippi Code of 1972 as amended. Rule 11.7 Errors Other than the Filing Office Errors. An error by a filer is the responsibility of such filer. It can be corrected by filing an approved UCC amendment form or it can be disclosed by a filing of a UCC correction statement. Source: 75-9-501 et seq. Mississippi Code of 1972 as amended. Rule 11.8 Data Entry of Names – Designated Fields. A filing should designate whether a name is of an individual or an organization and, if an individual, also designates the first personal name, additional names/initials and individual’s surname and any suffix. When this is done, the following rules shall apply: 21

A.

Organization Names – Organization names are entered into the UCC information management system exactly as set forth in the UCC document, even if it appears that multiple names are set forth in the document.

B.

Individual Names – On a form that designates separate fields for the first personal name, additional names/initials and individual’s surname and any suffix, the filing officer enters the names into the corresponding fields in the UCC information management system exactly as set forth on the form.

C.

Designated Fields Required – The Secretary of State requires the use of forms that designate separate fields for individual and organization names and separate fields for first personal name, additional names/initials and individual’s surname 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.

D.

Entering the name of an individual in a box for an organization will be treated as a violation of section 75–9–501.1 and rejected unless an individual name is part of the name of a legally organized entity such as a corporation, limited liability company etc.

E.

On or after July 1, 2017, filing officers will no longer perform data entry into the electronic filing system from UCC documents submitted to the Secretary of State's office. After that date, all data entry will be performed by the filers or remitters within the Secretary of State's electronic online filing system prior to submission of those documents.

Source: 75-9-501 et seq. Mississippi Code of 1972 as amended. Rule 11.9 Data Entry of Names – No Designated Fields. A UCC document 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. Source: 75-9-501 et seq. Mississippi Code of 1972 as amended. Rule 11.10 Special Filings – Identification of Type of Filing. Due to the unique lapse date issues concerning public finance transactions, transmitting utilities, and manufactured homes used as dwellings, the initial financing statement for such special collateral must state clearly that it is for such purpose Should the financing statement not indicate a special type of filing, the filing office shall enter the record as a normal financing statement. The Secretary of State will not speculate whether or not any financing statement should be filed other than as a normal financing statement. Source: 75-9-501 et seq. Mississippi Code of 1972 as amended. 22

Rule 11.11 Initial Financing Statement. A new record is opened in the UCC information management system for each initial financing statement that bears the file number of the financing statement and the date and time of filing. A.

The name and address of each debtor that is legibly set forth in the financing statement must be contained in the record of the financing statement. Each such debtor name is included in the searchable index and is not removed until one year after the financing statement lapses. Debtor addresses might not be included in the searchable index except to the extent the filing office offers or intends to offer limited searches or limited copy requests as provided in Rule 12.3.

B.

The name and address of each secured party that is legibly set forth in the financing statement must be contained in the record of the financing statement.

C.

The record is indexed according to the name of the debtor(s) and is maintained for public inspection.

D.

Unless the initial financing statement indicates it is filed against a transmitting utility, a lapse date is established for the financing statement and the lapse date is maintained as part of the record.

Source: 75-9-501 et seq. Mississippi Code of 1972 as amended. Rule 11.12 Amendment. A record is created for the amendment that bears the file number for the amendment and the date and time of filing. A.

The record of the amendment is associated with the record of the related initial financing statement in a manner that causes the amendment to be retrievable each time a record of the financing statement is retrieved.

B.

The name and address of each additional debtor and secured parties are entered into the UCC information management system in the record of the financing statement. Each such additional debtor name is added to the searchable index and is not removed until one year after the financing statement lapses. Debtor addresses may not be included in the searchable index except to the extent the filing office offers or intends to offer limited searches or limited copy requests as provided in Rule 12.3.

C.

If the amendment is a continuation, a new lapse date is established for the financing statement and maintained as part of its record.

Source: 75-9-501 et seq. Mississippi Code of 1972 as amended. Rule 11.13 Information (Correction) Statement. A record is created for the information statement that bears the file number for the information statement and the date and time of filing. 23

The record of the information statement is associated with the record of the related initial financing statement in a manner that causes the information statement to be retrievable each time a record of the financing statement is retrieved. Source: 75-9-501 et seq. Mississippi Code of 1972 as amended. Rule 11.15 Archives – General. The filing office maintains records in accordance with UCC § 75-9-522 and the Mississippi Archives and Records Management Law of 1981, Mississippi Code Ann. §§ 25-59-1, et seq. Source: 75-9-501 et seq. Mississippi Code of 1972 as amended. Rule 11.16 Archives – Data Retention. Data in the UCC information management system relating to financing statements that have lapsed are retained in the system for no less than one year from the lapse date. Source: 75-9-501 et seq. Mississippi Code of 1972 as amended. Rule 11.17 Archival Searches. Archival records are retrievable by using the name of the debtor and by using the file number assigned to the initial financing statement to which the record relates and the date that the record was filed. Source: 75-9-501 et seq. Mississippi Code of 1972 as amended. Rule 11.18 Notice of Bankruptcy. The filing officer takes no action upon receipt of a notification, formal or informal, of a bankruptcy proceeding involving a debtor named in the UCC information management system. Source: 75-9-501 et seq. Mississippi Code of 1972 as amended. Part 4 Chapter 12 Search Requests and Reports Rule 12.1 General Requirements. The Mississippi Secretary of State, Division of Business Services maintains for public inspection a searchable index for all records of UCC documents that provides for the retrieval of a record by the name of the debtor and 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 file UCC document relating to the initial financing statement. Source: 75-9-701 et seq. Mississippi Code of 1972 as amended. Rule 12.2 Search Requests. Search requests shall contain the following information. A.

Name searched – A search request should set forth the full correct name of a debtor or the name variant desired to be searched and must specify whether the 24

debtor is an individual or an organization. The full name of an individual shall consist of the first personal name, additional names/initials and individual’s surname, although a search request may be submitted with no additional name or initial and, if only a single name is presented (e.g. “Cher”) it will be treated as an individual’s surname. The full name of an organization shall consist of the name of the organization as stated on the articles of incorporation or other organic documents in the state or country of organization or the name variant desired to be searched. A search request will be processed using the name in the exact form it is submitted. B.

Requesting Party – The name and address of the person to whom the search report is to be sent.

C.

Fee for Search Requests – The appropriate fee shall be enclosed, payable by a method described in Rule 6.4.

Source: 75-9-701 et seq. Mississippi Code of 1972 as amended. Rule 12.3 Optional Information. A UCC search request may contain any of the following information: A.

The request may limit the records requested by limiting them by the city and state of the debtor. A report created by the filing officer in response to such a request shall contain the statement: “A limited search may not reveal all filings against the debtor searched and the searcher bears the risk of relying on such a search.”

B.

All documents responsive to a records request will be delivered via electronic means as determined by the Secretary of State.

Source: 75-9-701 et seq. Mississippi Code of 1972 as amended. Rule 12.4 Rules Applied to Search Requests. Search results are created by applying standardized search logic to the exact name presented to the filing officer by the person requesting the search. Human judgment does not play a role in determining the results of the search. The following, and only following, rules are applied to conduct searches: A.

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

B.

No distinction is made between upper and lower case letters.

C.

Punctuation marks and accents are disregarded.

D.

Words and abbreviations at the end of a name that indicate the existence or nature of an organization as set forth in the “Ending Noise Words” list as promulgated 25

and adopted by the International Association of Corporation Administrators as from time to time, are disregarded (e.g., company, limited, incorporated, corporation, limited partnership, limited liability company or abbreviations of the foregoing). E.

The word “the” at the beginning of the search criteria is disregarded.

F.

All spaces are disregarded.

G.

For first personal and additional names of individuals, initials are treated as the logical equivalent of all names that begin with such initials, and no additional name or initial is equated with all additional names and initials. For example, a search request for “John A. Smith” would cause the search to retrieve all filings against all individual debtors with “John” as the first personal name, “Smith” as the surname, and with the initial “A” or any name beginning with “A” in the additional name field. If the search request were for “John Smith” (first personal and surnames with no designation in the additional name field), the search would retrieve all filings against individual debtors with “John” as the first personal name, “Smith” as the surname and with any name or initial or no name or initial in the additional name field.

H.

After taking the preceding rules into account to modify the name of the debtor requested to be searched and to modify the names of debtors contained in active financing statements in the UCC information management system, the search will reveal only names of debtors that are contained in active financing statements and, as modified, exactly match the name requested, as modified.

Source: 75-9-701 et seq. Mississippi Code of 1972 as amended. Rule 12.5 Search Responses. Reports created in response to a search request shall include the following: A.

Filing Office Certificate – The filing office upon request and payment of the search fee shall issue a filing officer’s certificate indicating the following: 1. Identification of the filing office and the certification of the filing officer required by the UCC. 2. The date the report was generated. 3. Identification of the name searched. 4. The certification date applicable to the report; i.e., the date and time through the search is effective to reveal all relevant UCC documents filed on or prior to that date. 26

5. Identification of each active initial financing statement filed on or prior to the certification date and time corresponding to the search criteria, by name of debtor, by identification number, and by file date and file time. 6. For each initial financing statement listed on the report, a listing of all related UCC documents filed by the filing officer on or prior to the certification date. B.

Certified Copies of Financing Statements 1. Information Request Form – A party requesting certified copies of filing statements should indicate the appropriate filing number on a UCC-11 form and remit fees as indicated in Chapter 6. 2. Copies Available from Filing Officer’s Certificate – Upon the issuance of the filing officer’s certificate as per Rule 12.5, the requesting party will specify by the filing number the financing statement(s) desired. The per-copy fee indicated is to be multiplied by the number of requested copies. There is also a per-page copying fee. A remittance of this fee in advance is required for issuance of certified copies of financing statements.

Source: 75-9-701 et seq. Mississippi Code of 1972 as amended. Part 4 Chapter 13 Other Notices of Liens Rule 13.1 Policy Statement. The purpose of 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 documents and are included on request with the reports described in Rule 12.5. Source: 75-9-501 et seq. Mississippi Code of 1972 as amended. Rule 13.2 Notice of Federal Tax Lien. A. Filing – Notices of federal liens are filed and maintained by the filing officer pursuant to the Mississippi Code §§ 85-8-1, et seq., the Uniform Federal Lien Registration Act. 1. Where to file - Notices of federal liens are filed with the filing officer pursuant to Mississippi Code § 85-8-5. 2. Fee – The fee for filing and indexing each notice of lien or certificate or notice affecting the lien in the Office of the Secretary of State is Five Dollars ($5.00) as set out in Mississippi Code § 85-8-13. 3. Duration – A notice of federal lien or certificate or notice affecting the lien shall remain on the file with the filing officer in accordance with Mississippi Code § 85-8-9. 27

B. Mechanics of Search 1. Fee for Search – The fee for copying, or issuing a certificate in reference to certain notice of federal liens is set out in Mississippi Code § 85-8-9. 2. Search Available with UCC Search – Searches are conducted in accordance with Chapter 12 of these rules to the extent those rules do not conflict with the Uniform Federal Lien Registration Act. Source: 75-9-501 et seq. Mississippi Code of 1972 as amended. Rule 13.3 Notice of State Tax Lien. State tax liens are not filed with the filing officer. Source: 75-9-501 et seq. Mississippi Code of 1972 as amended. Rule 13.4 Reserved. Rule 13.5 Agricultural Liens – Mississippi Central Filing System Regulations for Farm Products. A. Summary of Agricultural Central Filing System – The Mississippi Secretary of State prescribes regulations for implementation and management of a “Central Filing System” for an “effective financing statement” as defined in Chapter of these regulations. 1. Supplementary Information – Section 1324 of the Food Security Act of 1985, P.L. 99-198 (hereinafter “The Food Security Act”), is headed “Protection For Purchasers of Farm Products.” Subsections (e) and (q) of the Food Security Act provide that certain persons may be made subject to a security interest in a Farm Product created by the seller under certain circumstances including the existence of a statewide “central filing system” for an “effective financing statement.” Part three of Senate Bill 2626 (2001 Mississippi Legislative Session), Mississippi Code § 75-9-320(g) provides; “The Secretary of State shall issue regulations implementing a central filing system relating to farm products.” These regulations set forth requirements for the implementation of the Central Filing System. This document is believed and intended to be in full compliance with the regulations promulgated by the United States Department of Agriculture in accordance with the Food Security Act for certification of the Central Filing System. The Secretary of State’s authority and responsibility is limited to the implementation and management of the Central Filing System. The Secretary of State’s authority does not extend to other matters under the section. The legislation does not give the Secretary any authority or responsibility relating to such matters and direct notification by secured parties, sales and payment for products, standards for making checks payable, and procedures for personal liability protection. These regulation are subject to changes to reflect amendments to federal Law/or federal regulations. B. Reserved 28

C. Effective Financing Statement (EFS) for Farm Product Filings – The Mississippi UCC1F is designated as the official form to be used as an effective financing statement. The UCC-1F contains all information required under state law (Mississippi Code § 75-9-502) for filing financing statements. Additionally, the UCC-1F captures the information required for filing an effective financing statement in the central filing system. For filing efficiency and to eliminate a duplicate filing requirement, all Farm Products should be submitted for filing on the UCC-1F financing statement. Forms including the Mississippi UCC-1F, Mississippi UCC-3F, National UCC-5, and National UCC-11 forms will be used for the Central Filing System. Other documents containing information which complies with Mississippi law and § 1324 of the Food Security Act of 1985 will be accepted for filing. 1. Farm Filing EFS Requirements a. Debtor name and address (or other person subjecting the farm product to the security interest). In the case of a natural person, the surname (last name or family name) must appear first; in the case of a corporation or other entity not a natural person, the name must appear beginning with the first word not an article; b. Debtor’s social security number or, if other than a natural person, IRS taxpayer identification ;

c. Secured party name an address; d. Crop year unless every crop of the Farm Product in question, for the duration of the EFS, is to be subject to the particular security interest; e. Farm Product name and Farm Product code as published by the Mississippi Secretary of State (Attached as Appendix “A”) and is included in the online filing system. f. Each county code number in the state where the Farm Product is produced or to be produced. County Codes are found in Appendix “B” attached and are included in the online filing system. g. Signature of debtor and secured party if submitted non-electronically until July 1, 2017. Beginning July 1, 2017 the Mississippi Secretary of State will accept electronic filing of UCC statements for farm liens, and will accept an electronic reproduced copy of a statement and paper copies produced by the Secretary of State’s electronic filing system pursuant to Rule 5.3 without the debtor’s signature; h. Further details of the Farm Product subject to the security interest if needed to distinguish it from other such product owned by the same person but not subject to the particular security interest. 2. Place of Filing EFS a. The place of filing an EFS or notice of such financing statement is with the Mississippi Secretary of State, Division of Business Services. 29

b. Presentation for filing of an effective financing statement (UCC-1F) and tender of the filing fee and acceptance of the statement by the system operator constitutes filing. The system operator shall mark each EFS with a file number and with the date and hour of filing. In addition the system operator shall index the statements in a manner which will comply with the farm products master list requirements. c. A UCC-3F or UCC-1F may be submitted for all Farm Products currently on file. The UCC-3F amendment or UCC-1F should provide all information (i.e. collateral codes, federal ID numbers, etc.) needed for preparation of the master list of Farm Products. 3. Amendment or Continuation of EFS a. The “material change” required by the Food Security Act to be reflected in an amendment (UCC-3F) to an EFS and master list entry, is whatever change that would render the master list entry no longer informative as to what is subject to the security interest in question. This will vary from case to case. The basis for this is the purpose for which the information is supplied, that is, to make information available, to a buyer, commission merchant, or selling agent who proposes to enter into a transaction in a product, whether it is subject to a security interest. The requirement to amend arises when the information already made available no longer serves the purpose and other information is needed in order to do so. b. The amendment must be submitted in writing (UCC-3F) within three months of such material change signed by both the person who subjects the farm product to the security interest and the secured party, and filed with the Secretary of State. c. A continuation of an EFS is subject to the same requirement as an amendment. An effective financing statement remains effective for a period of five (5) years from the date of filing, subject to extensions for additional periods of five (5) years each by refilling or filing a continuation statement within six (6) months before the expiration of the initial five (5) year period. d. An EFS lapses on either the expiration or the filing of a notice signed by the secured party that the statement had lapsed, whichever occurs first. e. An EFS may be terminated at any time during the effective period by the secured party submitting a termination statement UCC-3F). 4. Effect of EFS Outside State in Which Filed a. A question arises whether, if an EFS is filed in one State, a notice of it should be filed in another State. Where the farm products covered by an EFS are located in a state other than the state where the debtor is “located” as defined under the UCC, filers may need to file in both states to ensure that the creditor is adequately protected under both the UCC and Food 30

Security Act. It is may be advisable to seek legal advice in such situations. b. The Food Security Act provides only for filing an EFS, covering a given product, in the system for the state in which it is produced. Upon such filing in the system, buyers, commission merchants and selling agents not registered with the system are subject to the security interest in that product whether or not they know about it, even if they are outside that state. Persons registered with the system are subject if they received written notice of an EFS even if they are outside that state. All of these provisions apply only where an EFS is filed in the system for the state in which the product is produced. They do not apply to a filing in another system. D.

Obligations Subject to Central Filing 1. The Food Security Act does not provide for the transaction in which one person subjects a product to a security interest for another’s debt. However, the terms “person indebted” and “debtor” in the Food Security Act refer to the person who owns a product and subjects it to a security interest, whether or not that person owes a debt to the secured party. The basis for this is the purpose for which the information is supplied. Any buyer of a Farm Product, commission merchant, or selling agent querying the master list or system operator about a prospective seller of a Farm Product is interested in whether that seller has subjected that product to a security interest, not in whether the debt is owed by that seller or by another. 2. A debt need not exist at the time of filing of an EFS.

E.

Registration 1. Buyer, commission merchants and selling agents may register with the Secretary of State, for an annual period by submitting a registration form accompanied with the registration fee for each farm product for which an interest is registered. The registration form shall be provided by the Mississippi Secretary of State, Division of Business Services and indicate 2. a. The name and address of the buyer, commission merchant, or selling agent. Any address changes of the buyer, commission merchant or selling agent shall be reported immediately to the system operator. b. Farm Product or Products in which registrant is interested. c. If registrant is interested only in such product or products in a certain county or certain counties, in the State of Mississippi. 3.

A registrant, if not registered for any specified county or counties, shall be deemed to have registered for all counties shown on the master list. 31

4. 5. 6.

F.

The list will only be provided online and will be accessed by subscribers using a password as determined by the Secretary of State. The list will be electronically updated daily. The Food Security Act does not require a person to register. Not registering with the system operator has the effect, of making such persons, whether they are inside or outside other state covered by that system, subject to security interests shown on that system’s master list whether or not such persons know about them, so that such persons for their own protection will need to query the system operator about any seller engaged in farming operations, of a farm product produced in the state covered by that system, with whom they deal. Master List

1. The Secretary of State shall compile all EFS into a master list: a. Organized according to farm products; b. Arranged within each such product; 1. In alphabetical order; 2. According to the last name of the individual debtors, or in the case of debtors doing business other than as individuals, the first word in the name of such debtors not an article; 3. In numerical order according to the social security number of the individual debtors or, in the case of debtors doing business other than an individuals, the Internal Revenue Service taxpayer identification number of such debtors; 4. Geographically by county of debtor location and county where crop is produced; 5. And by crop year. c. The list will contain: 1. The name and address of the secured party 2. The name and address of the person subjecting the product to a security interest 3. The social security number of the debtor or, in the case of a debtor doing business other than as an individual, the Internal Revenue Service taxpayer identification number of such debtor. d. A description of the Farm Products subject to the security interest created by the debtor, including the amount of such products where applicable, and a reasonable description of the property, including county or parish in which the property is produced. 2. Portions of the Master List a. The portion of the master list available to registrants will be organized in such a manner that information regarding the debtor and collateral in question can be readily obtained. 32

b. The portions of the master list will contain a heading for each Farm Product and contain for each such product a sub-heading for each debtor with effective financing statements on file with the system. c. Each Farm Product list will contain the name, address, and social security number, or, if other than a natural person, IRS taxpayer identification number, of each debtor (or other person subjecting such a product to a security interest). d. For each such person, the list will contain further details of the Farm Product subject to the security interest if supplied on the EFS. e. One of the sections will have these names in alphabetical order by the word appearing first in the name. The other section will have them in numerical order by social security number, or, if other than a natural person, IRS taxpayer identification number. f. For each such person each section will show the secured party name and address. g. The list portions will only be available to online subscribers. G.

Farm Product List And Codes 1.

2.

H.

The Farm Products, according to which the master list must be organized as required by the Food Security Act and which must be identified on an EFS are found in the “Mississippi Farm Product Collateral Codes” found in “Appendix “A” and available within the online filing system. The Farm Products, according to which the master list must be organized and which must be identified on an EFS, must be specific commodities, species of livestock, and specific products of crops or livestock. Miscellaneous categories are not permissible. Crop Year

1.

The crop year, according to which the master list must be arranged “within each Farm Product is: a. For a crop grown in soil, the calendar year in which it is harvested or to be harvested; b. For animals, the calendar year in which they are born or acquired; c. For fish, poultry, or eggs, the calendar year in which they are sold or to be sold.

2.

An EFS or notice thereof which does not show crop year must be regarded as applicable to the crop or product in question for every year for which the EFS is effective.

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I.

Amount and Reasonable Description 1.

2.

3.

4. 5.

J.

The amount of Farm Products and reasonable description of the property, including county, on an EFS and on the master list, need not be shown on every EFS and master copy. Any EFS and master list entry will identify a product. If no amount is indicated, this means that all of such product. If no amount is indicated, this means that all such product owned by the person, in question is subject to the security of interest in question. Any EFS and master list entry will identify each county in Mississippi where the product is produced. If no further identification of the location of the product in each such county owned by that person is subject to the security interest. The need to supply additional information arises only where some of that product owned by that person is subject to the security interest and some is not. The additional information about amount and property must be sufficient to enable a reader of the information to identify what product owned by that person is subject, as distinguished from what of the same product owned by the same person is not subject. The precision needed, in the description of the amount and location, will vary from case to case. Distribution of Portions of Master List

1.

Electronic Access License – Master Farm Product List a. The Mississippi Secretary of State, Division of Business Services will make available electronic access via the Internet in the form of an exclusive use license to interested parties who register for this service.

K.

Fees 1. The Secretary of State is authorized to set reasonable fees to defray the costs of the Central Filing System pursuant to Mississippi Code § 75-9-320 (g). The fees listed are subject to a six month experience period and may be increased or decreased upon proper notice and compliance with the Administrative Procedure Act. Fees are as indicated in Rule 6.2 supra. Additional fees specific to the Central Filing System are listed below in the “Mississippi Central Filing System Table of Fees. 2. Failure to pay fees as agreed shall result in suspension from receipt of further service until all delinquent amounts are paid in full. During a period of suspension a registrant shall be deemed to be unregistered for that period.

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CROP NAME ALFALFA APPLES APRICOTS ARTICHOKES ASPARAGUS AVOCADOS BANANAS BARLEY BEANS, BUTTER BEANS, DRY BEANS, LIMA BEANS, SNAP BEANS, WAXED BEETS BERRIES, BLACK BERRIES, BLUE BERRIES, STRAW BROCCOLI BRUSSEL SPROUTS CABBAGE CARROTS CATFISH / FISH CATTLE & CALVES CAULIFLOWER CELERY CHEESE CHERRIES CHICKENS COFFEE COLLARDS CORN CORN, SILAGE CORN, SWEET COTTON COTTONSEED CUCUMBERS DATES DUCKS EARTHWORMS

CROP NAME WITH CODE 198 - ALFALFA 101 - APPLES 102 - APRICOTS 103 - ARTICHOKES 104 - ASPARAGUS 105 - AVOCADOS 106 - BANANAS 107 - BARLEY 108 - BEANS, BUTTER 109 - BEANS, DRY 110 - BEANS, LIMA 111 - BEANS, SNAP 112 - BEANS, WAXED 113 - BEETS 114 - BERRIES, BLACK 115 - BERRIES, BLUE 116 - BERRIES, STRAW 117 - BROCCOLI 118 - BRUSSEL SPROUTS 119 - CABBAGE 120 - CARROTS 202 - CATFISH / FISH 201 - CATTLE & CALVES 121 - CAULIFLOWER 122 - CELERY 301 - CHEESE 123 - CHERRIES 203 - CHICKENS 124 - COFFEE 125 - COLLARDS 126 - CORN 197 - CORN, SILAGE 127 - CORN, SWEET 128 - COTTON 311 - COTTONSEED 129 - CUCUMBERS 130 - DATES 204 - DUCKS 215 - EARTHWORMS 35

EGGPLANT EGGS EGGS, HATCHING EMU ESCAROLE FIGS FLAXSEED FLOWERS GARLIC GEESE GOATS GRAPEFRUIT GRAPES & RAISINS GRASS GUINEAS HARES & RABBITS HAY HOGS & PIGS HONEY HONEYBEES HOPS HORSES IRISH POTATOES KENAF FIBER KIWI LAMBS & SHEEP LEGUMES LEMONS LETTUCE LIMES MAPLE SYRUP MELONS, CANTALOPE MELONS, HONEY DEW MELONS, WATER MILK MILO MINT MOHAIR MULES MUSCADINES

131 - EGGPLANT 302 - EGGS 205 - EGGS, HATCHING 221 - EMU 132 - ESCAROLE 133 - FIGS 134 - FLAXSEED 303 - FLOWERS 135 - GARLIC 206 - GEESE 207 - GOATS 137 - GRAPEFRUIT 136 - GRAPES & RAISINS 304 - GRASS 208 - GUINEAS 218 - HARES & RABBITS 138 - HAY 209 - HOGS & PIGS 305 - HONEY 217 - HONEYBEES 139 - HOPS 210 - HORSES 140 - IRISH POTATOES 313 - KENAF FIBER 141 - KIWI 211 - LAMBS & SHEEP 142 - LEGUMES 143 - LEMONS 144 - LETTUCE 145 - LIMES 146 - MAPLE SYRUP 147 - MELONS, CANTALOPE 148 - MELONS, HONEY DEW 149 - MELONS, WATER 306 - MILK 150 - MILO 151 - MINT 307 - MOHAIR 212 - MULES 194 - MUSCADINES 36

MUSHROOMS MUSTARD GREENS NECTARINES NUTMEG OATS OKRA OLIVES ONIONS ORANGES OSTRICHES OTHER PAPAYAS PEACHES PEANUTS PEARS PEAS, DRY PEAS, FIELD PEAS, GREEN PECANS PELTS & PRODUCTS PEPPERS PERSIMMONS PINEAPPLE PLUMS & PRUNES POMEGRANATES POPCORN PUMPKINS PURPLE HULL PEAS QUAIL RAPESEED RHEA RICE RYE SESAME SEEDS SHELLFISH SHRUBBERY SORGHUM GRAIN SOYBEANS SPINACH SQUASH

152 - MUSHROOMS 153 - MUSTARD GREENS 154 - NECTARINES 155 - NUTMEG 156 - OATS 199 - OKRA 157 - OLIVES 158 - ONIONS 159 - ORANGES 222 - OSTRICHES 999 - OTHER 160 - PAPAYAS 161 - PEACHES 162 - PEANUTS 163 - PEARS 164 - PEAS, DRY 165 - PEAS, FIELD 166 - PEAS, GREEN 167 - PECANS 312 - PELTS & PRODUCTS 168 - PEPPERS 169 - PERSIMMONS 170 - PINEAPPLE 171 - PLUMS & PRUNES 172 - POMEGRANATES 173 - POPCORN 195 - PUMPKINS 099 - PURPLE HULL PEAS 213 - QUAIL 174 - RAPESEED 223 - RHEA 175 - RICE 176 - RYE 097 - SESAME SEEDS 216 - SHELLFISH 308 - SHRUBBERY 177 - SORGHUM GRAIN 178 - SOYBEANS 179 - SPINACH 196 - SQUASH 37

SUGAR BEETS SUGARCANE SUNFLOWER SEEDS SWEET POTATOES TANGELOS TANGERINES TARA TEA TOBACCO TOMATOES TREES TURKEYS TURNIP GREENS TURNIPS TURTLES WALNUTS WHEAT WOOL

180 - SUGAR BEETS 181 - SUGARCANE 182 - SUNFLOWER SEEDS 183 - SWEET POTATOES 184 - TANGELOS 185 - TANGERINES 186 - TARA 187 - TEA 188 - TOBACCO 189 - TOMATOES 190 - TREES 214 - TURKEYS 098 - TURNIP GREENS 191 - TURNIPS 220 - TURTLES 192 - WALNUTS 193 - WHEAT 309 - WOOL

MISSISSIPPI CENTRAL FILING SYSTEM TABLE OF ADDITIONAL FEES

Farm Product Electronic Data Access License

$250.00 per year

*Other services not listed above, which constitute the same or similar service as those in a non-farm product UCC Article 9 filing, will have fees as set forth in Rule 6.2 for those services.

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