2024 New Mexico Statutes
Chapter 55 - Uniform Commercial Code
Article 12A - Transitional Provisions for Uniform Commercial Code Amendments (2022)
Part 3 - TRANSITIONAL PROVISIONS FOR ARTICLES 9 AND 12
Section 55-12A-304 - Effectiveness of actions taken before January 1, 2024.
(a) If action, other than the filing of a financing statement, is taken before January 1, 2024 and the action would have resulted in perfection of the security interest had the security interest become enforceable before January 1, 2024, the action is effective to perfect a security interest that attaches pursuant to this 2023 act before the adjustment date. An attached security interest becomes unperfected on the adjustment date unless the security interest becomes a perfected security interest pursuant to this 2023 act before the adjustment date.
(b) The filing of a financing statement before January 1, 2024 is effective to perfect a security interest on January 1, 2024 to the extent the filing would satisfy the requirements for perfection pursuant to this 2023 act.
(c) The taking of an action before January 1, 2024 is sufficient for the enforceability of a security interest on January 1, 2024 if the action would satisfy the requirements for enforceability pursuant to this 2023 act.
History: 1978 Comp., § 55-12A-304, enacted by Laws 2023, ch. 142, § 109.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
1. Source. Subsections (a) and (b) of this Section derive from Section 9-705. Subsection (c) is new.
2. General. This section addresses primarily the situation in which the perfection step or requirement for enforceability is taken under pre-2022 Article 9 or other applicable law before the effective date of this act, but the security interest does not attach until after that date.
3. Perfection other than by filing. Subsection (a) applies when the perfection step is a step other than the filing of a financing statement. If the step that would be a valid perfection step under pre-2022 Article 9 or other law is taken before this act takes effect, and if a security interest attaches before the adjustment date, then the security interest becomes a perfected security interest upon attachment. However, the security interest becomes unperfected on the adjustment date unless the requirements for attachment and perfection under 2022 Article 9 are satisfied within that period.
4. Perfection by filing: ineffective filings made effective. Subsection (b) deals with financing statements that were filed under pre-2022 Article 9 and which would not have perfected a security interest under the pre-2022 Article, but which would perfect a security interest under 2022 Article 9. Under Subsection (b), such a financing statement is effective to perfect a security interest to the extent it complies with 2022 Article 9. Subsection (b) applies regardless of the reason for the filing. When this act takes effect, the filing becomes effective to perfect a security interest assuming the filing satisfies the perfection requirements under 2022 Article 9.
Example 1: Prior to the effective date Debtor obtained a loan from Secured Party and signed a security agreement covering, among other collateral, "money," "accounts," "chattel paper," and "general intangibles." Secured Party filed a financing statement covering "all assets." If, under the applicable pre-2022 Article 9 as interpreted by the courts, electronic currency was "money" as defined in pre-2022 Section 1-201 even though as an intangible it could not be possessed, then under the applicable pre-2022 Section 9-312(b)(3), filing a financing statement was not an effective method of perfection. Assume, however, that under 2022 Articles 1 and 9, the electronic currency is not "money," and is instead a general intangible. Under 2022 Article 9, filing is an effective method of perfection. Upon the effective date of 2022 Article 9, the security interest became perfected by the pre-effective-date filed financing statement.
Example 2: Prior to the effective date Debtor obtained a loan from Secured Party and signed a security agreement covering, among other collateral, "accounts," "chattel paper," and "general intangibles." Secured Party filed a financing statement covering "accounts." Under the applicable pre-2022 Article 9, a certain right to payment was chattel paper because it was a lease of specific goods, even though the transaction also covered, and the lessee's monetary obligation also related to, various other assets and various services. Because the filed financing statement covered only accounts, the security interest in the chattel paper was unperfected. Under 2022 Article 9, however, the right to payment was an "account," and not chattel paper, assuming that the lessee's right to possession and use of the goods was not "the predominant purpose of the transaction." Section 9-102(a)(11)(B)(ii). On that assumption, upon the effective date the security interest became perfected by the pre-effective-date filed financing statement covering accounts.
5. Enforceability of security interest: unenforceable security interest made enforceable.
Example 3: Under the facts of Example 1, Section A-303, Comment 2, instead of signing a security agreement Debtor agreed orally to grant to Secured Party a security interest in the happicoins. It follows that under pre-2022 Article 9 Secured Party's security interest was unenforceable and did not attach to the happicoins for want of a signed security agreement. Pre-2022 Section 9-203(b)(3)(A). However, upon the effective date of 2022 Article 9, Secured Party had control of the happicoins under 2022 Article 9. Sections 12-105. At that time the security interest became enforceable and attached under Sections 9-107A and 9-203(b)(3)(D) and also was perfected by control.
ANNOTATIONSEffective dates. — Laws 2023, ch. 142, § 112 made Laws 2023, ch. 142, § 109 effective January 1, 2024.
