Closings glossary

UCC search

A search of UCC filings for security interests in personal property, run against the seller and, on entity deals, against the entity itself.

What is a UCC search in a closing?

Quick Answer

A UCC search looks for Uniform Commercial Code financing statements filed against a person or entity, showing security interests in personal property. It matters on commercial deals and on every co-op purchase, because co-op shares are personal property and old UCC-1 filings block a clean transfer.

The full definition

A search of UCC filings for security interests in personal property, run against the seller and, on entity deals, against the entity itself.

Which related terms should you know?

These are the terms that come up alongside ucc search in the same file.

Co-op lien search
The search performed on a co-op purchase covering UCC filings, judgments, liens and unpaid building charges tied to the shares and to the selling shareholder. It supports no policy of insurance, so the protection comes from clearing what it reports before the closing rather than from insuring around it.
Stock certificate (co-op)
The certificate evidencing the shares allocated to a co-op apartment. Shares and the proprietary lease travel together and cannot be sold separately from each other.
Aztech recognition agreement
The agreement in which a co-op corporation acknowledges a lender's security interest in a shareholder's shares and proprietary lease. The Aztech form is the version most New York co-ops accept.
Lien
A claim against property securing payment of a debt. Liens rank by priority, and closing normally means paying or releasing every one ahead of the buyer's interest.
Bulk sale
A sale of substantially all of a business's tangible assets, carrying New York bulk sale notice requirements. It comes up on commercial closings where an operating business transfers with the real estate.

Where does ucc search come up in a New York City closing?

A Bay Ridge co-op seller's 2011 UCC-1 is still on file with the City Register, and a termination has to be filed before the buyer's lender funds.

What else should you read before closing?

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Legal Disclaimer: This page is general information about New York practice. It is not legal advice, it does not account for the terms of any particular contract, building or transaction, and reading it does not create an attorney-client relationship. This is attorney advertising. Prior results do not guarantee similar outcomes.