Glossary of Terms
Our terms are divided into four term categories: UCC Filing, UCC Search, Corporate Services and International. If you are unable to find a particular term, call us at 800.952.5696 and we will provide the information.
UCC Filing
Acknowledged: A filing entry that has been filed with the specified jurisdiction and the file number and file date has been entered into UCC eZFILE®. This step also sends ”acknowledgement” email to the user containing this information in the upper-right hand corner of the submitted UCC filing.
Acknowledgement: A copy of the filed document, indicating it has been accepted and filed in the jurisdiction indicated.
Addendum: The Addendum is attached as a second page to the Financing Statement. The Addendum serves a number of purposes. You can use #11 to add an additional debtor, or #12 for an additional Secured Party or Assignor. BE SURE to check the correct box in #13 and give the complete legal description of the affected real estate in #14. If you need more space for the legal, place the words, "#14 continued on the back of this page," or "#14 is continued on the next page," or "#14 is attached," at the bottom of the space for number 14.
Additional Party Addendum: This form is used to continue adding additional debtor or secured party names as needed when filing a UCC Financing Statement.
Address Book Report: A report listing all of the names and addresses in your address book. You can select all the addresses listed by the entire company or only the addresses in your personal address book.
Amendment Addendum: This Addendum is attached as a second page to the UCC-3 amendment. The Amendment Addendum allows the filer to add additional information in #13, such as added collateral.
Amendment: The term amendment is a broad term meaning all filings that affect the initial financing statement. Besides an amendment to information on the financing statement, the term includes termination, continuation, assignment, and release.
Archived Filings: The ability to save old, lapsed, or unneeded filing entries in a separate folder. This allows the user to clean out the active filing folder when it becomes overloaded with entries, or to separate filings that may not be of immediate concern. You can only Archive an “acknowledged” filing.
Assignment: A secured party may give all or part of the rights to the collateral in a financing statement to another secured party. As an example, a bank might sell a loan to another bank.
Attachment(s): Anything that is referenced and/or attached to a financing statement continuation the collateral. (i.e. Exhibit A).
Collateral: Refers to the items of property or agriculture in which the debtor grants a security interest.
Continuation Alert Report with Full Entity Name information: This report also lists all of the UCC-1 Filings, within UCC eZFILE®, that are due to be continued. But, in addition, this report shows all of the debtor names that appear on the UCC-1.
Continuation Alert Report: A report that lists all of the UCC-1 Filings, within UCC eZFILE®, that are due to be continued. This report lists only the primary debtor on your UCC-1 Filings.
Continuation: An amendment that continues the effectiveness of a financing statement for an additional five years. Continuations may only be filed in the six months prior to the filings lapse date.
Correction Statement: A UCC record that indicates that a financing statement is inaccurate or wrongfully filed.
Cover Letter: Used to enter special instructions and/or to order a UCC Search to Reflect.
Debtor: The person or organization that owes payment to the secured party.
Deleted Filings: The ability to do away with a filing entry that was created in error. This action will completely remove the UCC filing entry from the UCC eZFILE® database. You can only delete a draft.
Draft: To send a UCC filing to oneself via email in a preliminary version. This step enables the user to send to a third party for authorization, if required. The drafted UCC filing will be marked “draft” in the upper-right hand corner, so that it cannot be filed until it is “submitted”. This step also saves the filing to the UCC eZFILE® database.
Electronic Filing (or e-filing): This is a method of filing that automatically transmits UCC filings from our UCC eZFILE® system to the secretary of state’s database directly.
Entity Name: A person or legally recognized organization.
UCC eZFILE®: Our proprietary on line UCC Filing System where you can manage your UCC Filings.
Filing Summary Report: A report that lists all of the UCC Filings created within UCC eZFILE®. You can also customize your report so that it only lists UCC Filings under a specific job number or client matter.
“In Lieu” filing: An original financing statement that continues and moves a financing statement that was previously filed in another jurisdiction, but is filed in a new location pursuant to Revised Article Nine.
Jurisdiction of Organization: State in which the entity incorporated or in which its charter documents (Articles of Incorporation) were filed.
Optional Filer Reference: An “optional” field provided to the filer for miscellaneous use. This field is often used to include a filer’s internal reference number, the filing jurisdiction (i.e. CA SOS), and the debtor name if the UCC doesn’t already include that information as on a UCC-3 assignment.
Organizational ID Number: If any, this is the number assigned by the agency where the formation documents are filed.
Revised Article Nine: A revision of the uniform commercial code by the uniform law commission to amend the section relating to secured transactions. Revised Article 9 was effective July 1, 2001 and was adopted by all states. Most states, however, further amended the article in some manner so the law is not completely uniform from state to state.
Save and Close: To keep information for later use, and close the UCC that you’re currently working on. This step can be used when you need to finalize a UCC Filing, but do not yet want an email to be generated with the filing.
Save: To keep information for later use. This step ensures that the information you’ve entered will be saved. This step can be used when you need to continue working, and do not yet want an email to be generated with the filing.
Secured Party Notification Report: A report that lists the Secured Parties that have previously elected to be notified when their filings are due for continuation.
Secured Party: The secured party is the person in whose favor the security interest has been created, as determined by reference to the security agreement. This definition controls, among other things, which person has the duties and potential liability.
Standard: This is a method of filing used to file UCCs with the secretary of states offices (either via mail, overnight, or over-the-counter delivery).
Submit: To save and send a UCC filing that is ready for presentation to the specified jurisdiction to CL@S. This step is used once the user has completed the preparation of the UCC and is ready to submit it for filing.
Tax ID Number: A number assigned solely to your business by the IRS. Your tax ID number is used to identify your business to several federal agencies responsible for the regulation of business. The Federal Tax ID Number is to a corporation or L.L.C. as a Social Security Number is to an individual.
Termination: A type of amendment the secured party files to terminate the effectiveness of the financing statement.
Type of Organization: "Organization" means an entity having a legal identity separate from its owner such as a corporation, partnership or similar business entity.
UCC: Uniform Commercial Code is a law that covers virtually all business transactions and is divided into several chapters or "articles" with article 9 governing secured transactions.
UCC-1 (or Initial Financing Statement): UCC-1 is the form used under Uniform Commercial Code provisions to take a loan on the security of personnel properties like equipments, tractors, etc.
UCC-3 (or Amendment): A UCC record that amends or changes the information contained in a UCC-1 or initial financing statement. Amendments include assignments, continuations and terminations.
Validate: To confirm that all of the fields required for filing within a particular jurisdiction contain information.
[Top]UCC Search
Active: UCC records that have not lapsed and records that have been lapsed for up to one year. UCCs are active for five years from file date.
Amendment: The term amendment is a broad term meaning all filings that affect the initial financing statement. Besides an amendment to information on the financing statement, the term includes termination, continuation, assignment and release.
Assignment: A secured party may give all or part of the rights to collateral in a financing statement to another secured party. As an example, a bank might sell a loan to another bank.
Continuation: An Amendment that continues the effectiveness of a financing statement for an additional five years. Continuations may only be filed in the six months prior to the filings lapse date.
Correction Statement: A UCC record that indicates that a financing statement is inaccurate or wrong.
Debtor: A person having interest, other than a security interest or other lien, in the collateral whether or not the person is an obligor, a seller of accounts, chattel paper, payment intangibles, or promissory notes, or a consignee.
Debtor Name Search: Performing a search by the debtor name.
Electronic Filing: This is a method of filing that automatically transmits UCC filings from our UCC eZFILE® system to the secretary of states database directly.
Exact Legal Name: Exact legal debtor name of the Individual or Company.
Filing Number Search: A search that gives detailed information regarding a specific filing. Copies can be ordered.
Generate a Report: Printer friendly version of all results selected.
Judgments: Abstract of Judgment (CA only, similar summary under a different name in other jurisdictions) is a summary of a judgment.
Lapsed: Records will appear on record for one year after lapsed date. UCC-1 files are considered lapsed five years from file date if no continuation has been filed. A continuation keeps the UCC active for another five years.
Official Search: A Search performed at the state and is certified to be true and correct, with a seal or signature.
Reference: Optional using any number or letters for your billing purposes.
Request Copies Only: Use a filing number to request copies for up to twenty filings by entering in the file number. No detailed information will be given, just copy results that can be ordered. Click on the box at the bottom of the list to include copies of the UCC-3’s that partner with the UCC-1’s ordered.
Search Criteria: Text entered to perform the search, use left to right search logic. (Example of search text: search text of 'Spice' will return results of Spice and anything after; e.g., Spiced, Spiced Rum, Spice Rack, etc.)
Secured Party: The secured party is the person whose favor the security interest has been created, as determined be reference to the security agreement. This definition controls, among other things, which person has the duties and potential liability.
Show Final Results: Shows detailed information for any filings checked from the search results page.
Similar Name Page: Printer friendly version of all items not selected on the results page.
Submit Alpha Search: Performs the search, and shows a preliminary set of results showing all results found from the search logic that was entered.
Tax Liens: A lien filed on an individual or company by a governing agency (Federal or State) for unpaid taxes.
Termination: A type of amendment the secured party files to terminate the effectiveness of the financing statement.
Through Date: This is the date the information is current through from the state or database.
UCC: Uniform Commercial Code is a law that covers virtually all business transactions and is divided into several chapters or articles, with article 9 governing secured transactions. A secured transaction is one where a lien is filed against collateral being held for repayment of a loan. There are both county and state UCC Searches available, as well as Official, Unofficial, and Prelims, and with or without copies.
UCC-1 (or Initial Financing Statement): UCC-1 is the form used under Uniform Commercial Code provisions to take a loan on the security of personal properties like equipment and plants, etc.
UCC-3 (Amendment): A UCC record that changes the information contained in a UCC-1 or initial financing statement. Amendments include assignments, continuations, and terminations.
Unofficial Search / Prelims: Searched though a database or state, and is not state certified.
[Top]Corporate Services
Amendment: Document filed that amends the Articles of Incorporation.
Amended & Restated Articles of Incorporation: Amendment filing that includes the restatement of the Articles of Incorporation.
Annual Reports: Report filed yearly in the any jurisdiction where an entity is incorporated or qualified. Some jurisdictions require that reports be filed biennially. Most annual reports list officer/director or manager/member information as well as principal place of business.
Articles of Incorporation: Document filed with the Secretary of State or equivalent to create a corporation.
Cancellation: Document filed with the Secretary of State or equivalent that dissolves or surrenders a Limited Liability Company. This term refers to both domestic and foreign entities.
Conversion: Document filed with the Secretary of State or equivalent that converts an entity to another type of entity. Refer to conversion chart for what types of conversions are available in California.
Corporate Kits: Package that includes compliance tools such as the corporate seal, stock certificates, sample bylaws, board resolutions, stock certificates as well as other bookkeeping materials. All of these items are packaged neatly in a binder that includes the entity name on the spine. There are several different binder options.
Correction: Document filed to correct an error in a previously filed document.
Dissolution: Document filed with the Secretary of State or equivalent that dissolves a domestic entity.
Fictitious Business Name Package: Recording of the Fictitious Business Name Statement, publication of the recorded Fictitious Business Name Statement for four consecutive weeks and recording of proof of publication.
Mergers: Document filed merging two or more entities.
Pre – Clearance: State review of corporate document to be filed prior to being submitted for filing.
Qualification: Document filed with the Secretary of State or equivalent that registers the entity in a jurisdiction other than the jurisdiction of their domicile.
Restated Articles of Incorporation: Restatement of Articles of Incorporation. This can be done numerous times.
Surrender: Document filed with the Secretary of State or equivalent that surrenders the authority of a foreign entity to do business in a state where they had been qualified.
Tax Clearance: Certificate issued by the Tax Department that shows that an entity has complied with the tax requirements for that jurisdiction. This certificate is usually used to leave the state either by way of merger or dissolution, surrender or cancellation. California no longer requires tax clearances.
[Top]Document Retrieval
Articles and Amendments: Retrieval of certified or plain copies of filed charter documents.
Annual Reports: Retrieval of certified or plain copies of filed annual reports.
Certificate of Status: Certificate indicating status in a state where an entity is incorporated or qualified. This is sometimes called a certificate of existence or good standing certificate.
Franchise Tax Status: Certificate issued by the state tax department showing the status of an entity that is incorporated or qualified in that state.
Listing Certificate: Certificate listing charter documents that have been filed for an entity. Some states include status with this certificate and call it a long form good standing. California does not.
Name Availability: The process of checking for availability of an entity name with the Secretary of State or equivalent.
Name Reservation: The reservation of an entity name with the Secretary of State or equivalent.
Specific Document Retrieval: The retrieval of plain or certified copies of a specific document.
[Top]Additional Corporate Services
Apostille: A streamlined version of the Legalization/Authentication process. If a country is a party to the Hague Convention then you can have the Secretary of State, where the document originates, apostille the document for use in a Hague nation without having to go through the process of having the various seals put on the document that would have been required if they were not a party to the Hague Convention.
Bankruptcy: Search of the bankruptcy records.
Branch Court Retrieval: The retrieval of documents from the branch courts. This usually refers to courts in Southern California that are searched at a main location but the files are housed at a branch court and if copies are needed, they must be retrieved from the branch court.
Bulk Transfers (with UCCs only): A transfer in bulk and not in the ordinary course of the transferor’s business, of a major part of the inventory of a business.
County Level Searches: Searches performed at the county level which can include any of the following, UCCs, fixture filings, tax liens, judgments, suits, bankruptcy, U.S. District Court, fictitious business names, lis pendens, bulk transfers.
Department of Banking Filings and Retrievals: The filing or retrieval of documents with the Department of Banking.
Department of Insurance Filings and Retrievals: The filing or retrieval of documents with the Department of Insurance.
FDIC Filing and Retrieval: The filing or retrieval of documents already filed with the FDIC.
Federal Civil Suits: Search of civil suits filed with the U.S. District Court.
Federal Reserve Retrieval: The retrieval of status certificates or documents that have been filed with the Federal Reserve.
Fictitious Business Name: Search of the fictitious business name records. Fictitious business name is a name that does not include the surname of an individual or for corporations it is a name that is other than that which is stated in their Articles of Incorporation.
Fixture Filing: Filing against a fixture. Items that are deemed to be affixed to real property when it is permanently attached. Goods are fixtures when they become so related to particular real estate than an interest in them arises under real estate law.
Information Report: CL@S report that includes information abstracted from the Statement of Officers such as officer/director information as well as status and agent information. These reports are only available in California at this time.
Judgment Lien: An encumbrance that arises when a judgment is filed.
Legalization/Authentication: Documents issued in a particular country that need to be used in another country and must be legalized or authenticated for that country before they can be considered valid. This process involves placing various seals on the documents from different government agencies such as the County Clerk, Secretary of State and consulate. The process varies by country. .
Lis Pendens: Lis Pendens refers to a notice of a pending action. The purpose of a lis pendens is to notify prospective buyers or sellers that any interest acquired by them in property in litigation is subject to decision of court and while it is simply a notice of pending litigation the effect on the owner of property is constraining.
OCC Filing or Retrieval: The filing or retrieval of documents already filed with the Office of the Comptroller of the Currency.
Partnerships: Search of partnership filings that were recorded with the county.
Preparation of formation/qualification documents: CL@S can complete formation and qualification forms.
Publication: The publication of notices or documents filed. The run time for publications varies by type of document or notice being published.
Quick Facts Print Out: Print out showing corporate information such as formation date, status of entity, agent information, corporate filing history and Statement of Information filing date and number. This report is available for California Corporations.
Revivor: Documents filed to return an entity to good standing when they have been put into bad standing by a government agency.
SEC Filing or Retrieval: The filing or retrieval of documents already filed with The Securities and Exchange Commission.
Sign as Incorporator: A CL@S representative can sign as incorporator on your incorporation or formation documents in most domestic jurisdictions.
State UCC Searches (Official/Unofficial): Search of the UCC database for a particular state jurisdiction.
Status Report: CL@S report showing status of an entity in a requested jurisdiction. These reports show status of the entity on the day they are requested. These reports are sometimes called bring downs reports.
Suits: Search of the civil lawsuits filed with the state courts.
UCC Search to Reflect: UCC search performed after the filing of a UCC, which would reflect that this UCC had been properly filed.
[Top]International
Agent for Service of Process: An agent authorized to accept service of process or other important tax or legal documents on behalf of a business. Also known as the registered agent.
Annual Corporate Report: A company may need to file a report each year with the State Corporation department. The following information may be required on reports: name of corporation, state of incorporation, brief description of business, names and addresses of the directors and officers, name and address of the agent, number of authorized and issued shares, etc. the required information and timeframe for filing reports varies by state.
*UK Definition - Annual Return: Registered office address rather than registered agent names and addresses of directors and company secretary. Other directorships also included.
Articles of Incorporation: Title of document filed in many states to create a corporation. Also known as the Certificate of Incorporation. Typically contains the company name, number of authorized shares, registered office address name of registered agent and name and address of incorporators.
*UK Definition - Memorandum of Association: Contains name of company, registered office address, objects of the company, amount of share capital, subscribers and their signatures (witnessed if filed in paper).
Bearer Share: Unregistered security payable to the holder. Bearer shares can be bought, exchanged or sold in complete privacy.
Beneficial Owner: Shareholders with the power to buy or sell shares in a company, but who are not registered in the company's records as the owners. The beneficial owner is the person who ultimately owns or exercises control over a legal entity.
Board of Directors: Governing body of a corporation consisting of individuals elected by the shareholders that manages the business and affairs of a corporation.
Bond: Long-term debt security secured by a mortgage on real property or a lien on other fixed assets of the company.
Bylaws: Regulations of a corporation that, subject to statutory law and the articles of incorporation, provide the basic rules for the conduct of the corporation’s business and affairs.
*UK Naming Convention for Bylaws: Articles of Association.
Certificate of Good Standing: Certificate issued by government official as conclusive evidence that a corporation is in existence or authorized to transact business in the state.
Company Formation Agent (Service Company, CL@S): A person or business who acts as an agent for others by filing documents with officials of the chosen jurisdiction for the formation of legal business entities. Agents can act as a director or secretary of a company or a nominee shareholder for another person. Also act as a business or correspondence address.
Debenture: Long-term debt security issued mainly to evidence an unsecured corporate debt.
Directors: Individuals who, acting as a group known as the Board of Directors, manage the business and affairs of a corporation.
Foreign Corporation: Term applied to a corporation in a state other than its own state of incorporation.
Incorporators: People who sign the Articles of Incorporation and file with the State. If no director named then incorporators must appoint after filing.
Management: Board of Directors and executive officers of a corporation.
Members: Owners of a corporation. They are not liable for the corporation’s debts based on their status as owners. They can also manage the corporation.
Note: Long or short-term debt security intended to be held by the original payee until maturity.
Officers: Individuals appointed by the board of directors who are responsible for carrying out the board’s policies and for making day to day decisions. Rules for officers are usually setout in the Bylaws. There are generally corporate officers such as President, Vice President, Secretary and Treasurer.
Registered Office: Statutory address of a corporation. In states requiring the appointment of a registered agent it is also the address of the registered agent.
Reservation of Name: Procedure that allows a corporation to obtain exclusive use of a corporate name for a specified period of time.
Secretary: Makes and keeps the company books and records. Including a minute book and share register.
Share: Unit into which the ownership interest in corporation is divided. These can be in various classes.
Shareholder: Owner of shares of stock in a corporation. They have the right to vote for election of directors and removal. They also have the right to vote for any change in the articles of incorporation.
Stock: Used as a method of equity financing the company sells its stock providing equity securities normally referred .to as shares of stock.
Treasurer: Receives and maintains the company money, and is responsible for taxes, financial reports, account preparation etc.
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