Community Bankers' Advisor

i  October, 2001 - Vol. 7, No. 8

Page 3  


     To see how these rules might work assume that Larry, Mo, and Curly form a partnership named the "Larry Partnership" and together they operate as the Holiday Inn West of Minot. The organization is known by its trade name, Holiday Inn West, to all creditors in Minot, but under N.D.C.C. § 41-09-74(3), a filing in that name is invalid; a filing in the name of "Larry Partnership" is the proper filing. The broad definition of "organization"from N.D.C.C. § 41-01-11(28) includes corporation, LLC, government or governmental subdivision or agency, business trust, estate, trust, partnership or association, two or more persons having a joint or common interest, or any other legal or commercial entity. Accordingly, if the organization has a name, that name is the correct name to put on a financing statement. If the organization does not have a name, then the financing statement should name the individuals or entities who make up the organization.

     When you file, do not use abbreviations unless they are unmistakable. Consider "Central North Dakota Agricultural Cooperative, Inc." There are countless ways in which the name of the cooperative could be abbreviated: Cent. NoDak Ag. Coop, Central ND Ag. Co-op, or Central ND Agricultural Co, etc. Presumably the Co-op is an organization and has a precise name stated in its organizational documents -- obtain those documents and file in that name.

     Generally, Revised Article 9 is friendly to the filer. It minimizes the necessary data, it gives explicit instruction about things that should and should not be done, and it directs the filing officer to refuse to accept financing statement that contain errors which are likely to result in problems in the future. See N.D.C.C. § 41-09-87(2). By giving its blessing to any filing that can be found by searching under the correct name using the filing office's standard search logic, the Code will save many creditors from the affliction of imperfection. Revised Article 9 also continues the protection of former Article 9 in providing that filing occurs upon presentation of the fee and proper documents, irrespective of a subsequent error by the filing officer. N.D.C.C. § 41-09-87(4) states that documents are treated as filed even if they are clearly refused, if the refusal is for reasons not specified under N.D.C.C. § 41-09-87(2) and the requirements of N.D.C.C. § 41-09-73 are met. A creditor who is anxious about its filing should adopt the habit of having one who did not do the filing find the correct name of the debtor and conduct a search under that name. If that search does not turn up the filing, something further needs to be done.

 

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