2019 New Mexico Statutes
Chapter 55 - Uniform Commercial Code
Article 9 - Secured Transactions
Part 5 - FILING
Subpart 1 - FILING OFFICE; CONTENTS ANDEFFECTIVENESS OF FINANCING STATEMENT
Section 55-9-512 - Amendment of financing statement.

Universal Citation: NM Stat § 55-9-512 (2019)

(a) Subject to Section 55-9-509 NMSA 1978, a person may add or delete collateral covered by, continue or terminate the effectiveness of, or, subject to Subsection (e) of this section, otherwise amend the information provided in, a financing statement by filing an amendment that:

(1) identifies, by its file number, the initial financing statement to which the amendment relates; and

(2) if the amendment relates to an initial financing statement filed for record in a county clerk's office, provides the information specified in Subsection (b) of Section 55-9-502 NMSA 1978.

(b) Except as otherwise provided in Section 55-9-515 NMSA 1978, the filing of an amendment does not extend the period of effectiveness of the financing statement.

(c) A financing statement that is amended by an amendment that adds collateral is effective as to the added collateral only from the date of the filing of the amendment.

(d) A financing statement that is amended by an amendment that adds a debtor is effective as to the added debtor only from the date of the filing of the amendment.

(e) An amendment is ineffective to the extent it:

(1) purports to delete all debtors and fails to provide the name of a debtor to be covered by the financing statement; or

(2) purports to delete all secured parties of record and fails to provide the name of a new secured party of record.

History: 1978 Comp., § 55-9-512, enacted by Laws 2001, ch. 139, § 83; 2015, ch. 54, § 6.

ANNOTATIONS

OFFICIAL COMMENTS

UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.

1. Source. Former section 9-402(4).

2. Changes to Financing Statements. This section addresses changes to financing statements, including addition and deletion of collateral. Although termination statements, assignments, and continuation statements are types of amendments, this article follows former article 9 and contains separate sections containing additional provisions applicable to particular types of amendments. See sections 9-513 (termination statements); 9-514 (assignments); and 9-515 (continuation statements). One should not infer from this separate treatment that this article requires a separate amendment to accomplish each change. Rather, a single amendment would be legally sufficient to, e.g., add collateral and continue the effectiveness of the financing statement.

3. Amendments. An amendment under this article may identify only the information contained in a financing statement that is to be changed; alternatively, it may take the form of an amended and restated financing statement. The latter would state, for example, that the financing statement "is amended and restated to read as follows: . . ." References in this part to an "amended financing statement" are to a financing statement as amended by an amendment using either technique.

This section revises former section 9-402(4) to permit secured parties of record to make changes in the public record without the need to obtain the debtor's signature. However, the filing of an amendment that adds collateral or adds a debtor must be authorized by the debtor or it will not be effective. See sections 9-509(a) and 9-510(a).

4. Amendment Adding Debtor. An amendment that adds a debtor is effective, provided that the added debtor authorizes the filing. See Section 9-509(a) [55-9-509(a) NMSA 1978]. However, filing an amendment adding a debtor to a previously filed financing statement affords no advantage over filing an initial financing statement against that debtor and may be disadvantageous. With respect to the added debtor, for purposes of determining the priority of the security interest, the time of filing is the time of the filing of the amendment, not the time of the filing of the initial financing statement. See subsection (d). However, the effectiveness of the financing statement lapses with respect to added debtor at the time it lapses with respect to the original debtor. See subsection (b).

5. Amendment Adding Debtor Name. Many states have enacted statutes governing the "conversion" of one organization organized under the law of that state, e.g., a corporation, into another such organization, e.g., a limited liability company. This Article defers to those statutes to determine whether the resulting organization is the same legal person as the initial, converting organization (albeit with a different name) or whether the resulting organization is a different legal person. When the governing statute does not clearly resolve the question, a secured party whose debtor is the converting organization may wish to proceed as if the statute provides for both results. In these circumstances, an amendment adding to the initial financing statement the name of the resulting organization may be preferable to an amendment substituting that name for the name of the debtor provided on the initial financing statement. In the event the governing statute is construed as providing that the resulting organization is the same legal person as the converting organization, but with a different name, the timely filing of such an amendment would satisfy the requirement of Section 9-507(c)(2) [55-9-507(c)(2) NMSA 1978]. If, however, the governing statute is construed as providing that the resulting organization is a different legal person, the financing statement (which continues to provide the name of the original debtor) would be effective as to collateral acquired by the resulting organization ("new debtor") before, and within four months after, the conversion. See Section 9-508(b)(1) [55-9-508(b)(1) NMSA 1978]. Inasmuch as it is the first financing statement filed against the resulting organization by the secured party, the record adding the name of the resulting organization as a debtor would constitute "an initial financing statement providing the name of the new debtor " under Section 9-508(b)(2) [55-9-508(b)(2) NMSA 1978]. The secured party also may wish to file another financing statement naming the resulting organization as debtor. See Comment 4.

6. Deletion of All Debtors or Secured Parties of Record. Subsection (e) assures that there will be a debtor and secured party of record for every financing statement.

The 2015 amendment, effective July 1, 2015, amended the Uniform Commercial Code, as enacted by New Mexico, to make it uniform; and in Subsection (a), Paragraph (2), after "filed", added "for record".

Decisions under former Sections 55-9-402 and 55-9-406 NMSA 1978. — In light of the similarity of this section and former Sections 55-9-402 and 55-9-406 NMSA 1978, annotations decided under former Section 55-9-402 and 55-9-406 NMSA 1978 have been included in the annotations in this section.

Failure to identify new debtor. — Where the secured party had knowledge of the debtor's transfer of the collateral and accepted payments from the transferee on the debtor's note but never amended its financing statement to identify the transferee as the new debtor, the secured party's filing of a "continuation statement" naming the original debtor whom it knew was no longer in possession of the collateral was insufficient to preserve the security interest. Prod. Credit Ass'n v. Lane (In re Cattle Complex Corp.), 61 B.R. 526 (Bankr. D.N.M. 1986) (decided under former law).

Am. Jur. 2d, A.L.R. and C.J.S. references. — 68A Am Jur 2d Secured Transactions § 329 et seq.

Necessity and sufficiency of notice or statement prescribed by factor's lien law, 96 A.L.R.2d 727.

Sufficiency of description in chattel mortgage as covering all property of a particular kind, 2 A.L.R.3d 839, 30 A.L.R.3d 9.

79 C.J.S. Secured Transactions § 65 et seq.

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