Perspectives

In part one, we explored how UCC filings protect creditors by securing interests in business property. Now let’s unpack the legal mechanics of priority, enforcement, and how real-world business events like bankruptcy or acquisition can impact your rights as a secured party.

Who Gets Paid First? Understanding Priority

In a default situation, the UCC provides a clear general rule: First to perfect, first in line. That means the creditor who files first (and correctly) will have top priority among secured parties.

However, there’s a key exception: Purchase Money Security Interests (PMSIs). If the PMSI holder properly files and notifies other creditors before the debtor takes possession of the collateral, they can jump ahead in the priority line-even if others filed earlier.

Enforcement of Security Interests

Once a debtor defaults, a creditor’s rights are triggered. Here’s how enforcement works under Article 9:

• Notice and Surrender: The creditor must notify the debtor and seek voluntary surrender of the collateral.
• No “Breach of Peace”: Repossession must be peaceful. If the debtor refuses, the creditor must pursue judicial remedies.
• Sale of Collateral: Once in possession, the creditor may sell the collateral to recoup the owed balance, in accordance with UCC requirements for commercial reasonableness.

What Happens in Bankruptcy?

If the debtor files for bankruptcy, having a perfected UCC-1 ensures secured creditor status-but that doesn’t mean full recovery is guaranteed. If the value of the collateral is depleted or prior creditors exceed the available equity, you may still end up unsecured.

Subordinations: When You’re Asked to Step Aside

Sometimes a third-party creditor (often a bank) will request a subordination agreement. This means you agree to place your security interest behind theirs, allowing them to take priority. While this may help the debtor access additional capital and keep operations running, reviewing the terms carefully and reassessing your collateral’s status is critical.

Assignments, Amendments, and Business Changes

Mergers and acquisitions complicate collateral rights. If Company A acquires Company B, UCC filings may remain enforceable-if the collateral description allows for successors and assigns. In these cases, the original filing date holds, maintaining your priority.

If your business changes names, locations, or undergoes restructuring, updating the UCC-1 through assignments or amendments is essential to avoid lapses in perfection.

Final Thoughts

For finance professionals, a strong understanding of UCC filings isn’t just a box to check-it’s a proactive step in managing credit risk. Whether you’re reviewing credit applications, extending financing, or considering subordination, a properly filed UCC-1 can protect your interests and prioritize your right to recovery.

At Wagner, Falconer & Judd, our team helps simplify the complexities of commercial lending. If your company is navigating secured transactions, we’re here to review your filings, draft enforceable agreements, and ensure your position is protected.

Ready to safeguard your assets? Contact us today. 

In the world of commercial finance, risk management is essential-and one of the most important tools available to creditors is the Uniform Commercial Code (UCC). If your organization extends credit or leases high-value equipment, understanding how to leverage the UCC can mean the difference between secured and unsecured recovery in a default situation.

What is the UCC?

The Uniform Commercial Code is a standardized set of laws governing commercial transactions in the United States. Article 9 of the UCC specifically addresses secured transactions, enabling lenders and sellers to file legal claims against the collateral that backs a loan or a line of credit.

At the heart of this process is the UCC-Financing Statement-a public filing (usually with the Secretary of State) that puts the world on notice: a creditor has a legal interest in the debtor’s property.

Types of UCC Filings

There are two primary types of UCC filings:

General (or Blanket) Filings: These cover all of a company’s assets, not just a specific item. banks often use blanket liens to secure lines of credit or loans, giving them the right to repossess a broad range of assets if a default occurs.

Specific Collateral Filings: These narrowly define the collateral-such as inventory, accounts receiveable, or equipment. This approach is commonely used by vendors or leasing companies who want to secure interest in a particular asset or class of assets.

Within specific collateral filings, a Purchase Money Security Interest (PMSI) stands out. PMSIs allow the creditor to leapfrog others in terms of priority, provided certain requirements are met, including early notification and timely filing.

Getting it Right: Filing Procedures

To perfect a security interest and maintain priority, a creditor must:

1. Obtain a signed security agreement– This could be part of a credit application, a promissory note, or a stand-alone document.
2. File a UCC with the correct information:
   • Full legal name and address of the debtor
   • Creditor’s name and address
   • Precise description of the collateral (e.g., “Debtor’s inventory…now owned or hereafter acquired…”)
3. Monitor expiration dates: UCC-1 filings are active for 5 years and require a continuation statement within 6 months of expiration.

Stay tuned for Part Two, where we’ll walk through priority disputes, enforcement in default, bankruptcy implications, and what happens when businesses merge or reorganize.

Running a small business means wearing a lot of hats—but one area that can’t be overlooked is employment law. Even unintentional missteps can lead to costly consequences. Here are a few common pitfalls—and how to avoid them:

It might seem easier to 1099 someone instead of putting them on payroll, but the IRS and Department of Labor are cracking down on misclassification. If you control when, where, and how someone works, they’re likely an employee.

✅ Tip: Review job roles carefully and use government classification tools or consult an attorney.

Even small teams need structure. Without clear policies, you’re more vulnerable to inconsistent practices—and potential legal claims.

✅ Tip: Create a simple handbook outlining expectations, time off policies, and anti-harassment rules.

Yes, most employment is at-will, but that doesn’t protect you from claims of discrimination, retaliation, or wrongful termination.

✅ Tip: Always document performance issues and follow a consistent disciplinary process.

Overtime laws still apply—even if your employee “doesn’t mind” working late. Many businesses get tripped up here.

✅ Tip: Know your state and federal wage laws and track hours accurately.

Yes, even your breakroom needs legal attention! Federal and state laws require certain postings for employees to see.

✅ Tip: Order a current labor law poster set annually or use a service that keeps it updated.

Final Thought:
You don’t have to become an employment law expert—but having the right legal partner can make all the difference. If you’re unsure about your obligations, it’s better (and often cheaper) to ask before a problem arises.

✅ Need help reviewing your policies or contracts? Reach out to our team. We’re here to help your business grow—without legal headaches.

May is Small Business Month-a time to celebrate the entrepreneurial spirit and the incredible effort that goes into building a brand from the ground up. One of the most overlooked legal tools in a small business’s toolbox? Trademarks. Whether you’re launching a new venture or growing an established one, understanding trademarks is essential for protecting your business identity and long-term success.

Here are some frequently asked questions-along with some extra insight from our team-to help small business owners make smart, informed decisions about trademark protections.

When Should I Think About Getting a Trademark?

As early as possible-ideally when choosing your business name, logo or tagline. 

Trademarks are more than just symbols or words, they’re legally protected identifiers of your brand. Conducting a clearance search before committing to a name can save you from legal battles and rebranding costs later. Early trademark planning also gives you a competitive edge by helping you secure exclusive rights before your competitors do.

WFJ Tip: Even if you’re not ready to launch, you can still start the process through an Intent-To-Use application (more on that below).

How Long Does it Take to Get a Trademark?

On average, it takes 14-15 months to receive the full registration. 

The trademark process isn’t immediate-it involves detailed examination by the United States Patent and Trademark Office (USPTO), a public opposition period, and possible office actions (requests for clarification or denial). During this time, your application goes through several rounds of review.

WFJ Tip: Start early so you don’t have to delay a product launch or marketing campaign while waiting for trademark approval.

I’m Interested in Getting a Trademark-Where Do I Start?

Start with a comprehensive clearance search. 

This search checks federal and state databases-and sometimes even common law sources-to see if your desired name or logo is already in use. Skipping this step increases your risk of accidentally infringing on someone else’s trademark, which can lead to costly litigation or forced rebranding.

WFJ Tip: Let our legal team handle this for you. We know what to look for and how to advise you on risk.

Do I Have to be Offering the Product/Service Before Applying for a Trademark?

No! You can file on an Intent-to-Use basis. 

This type of application allows you to “reserve” your trademark for up to 6 months (with extensions available), giving you time to prepare for launch while securing your rights. Once your product or services hits the market, you file a “statement of use” to complete registration.

WFJ Tip: This is ideal for startups and pre-revenue businesses. It protects your branding while you finalize development or marketing plans.

Once My Trademark is Registred, What Does It Protect and For How Long?

It protects the specific goods/services listed in your application-and can last forever with proper maintenance. 

Trademarks don’t automatically cover everything your business does. They are tied to specific categories (called “classes”) of goods and services. After registration, you must file maintenance documents to keep your rights active:

• First maintenance due between 5-6 years
• Renewals required every 10 years

WFJ Tip: Ongoing protection=ongoing value. Your trademark becomes a business asset that can be licensed, sold, or used to stop copycats.

Small Business, Big Protection

Investing in trademark protection is one of the smartest moves you can make as a business owner. At Wagner, Falconer & Judd, we help simplify the trademark process so you can focus on building your business with confidence.

It’s official-U.S. businesses are off the hook when it comes to the Corporate Transparency Act (CTA). In a major development, the Financial Crimes Enforcement Network (FinCEN) has announced an interim final rule that eliminates the requirement for U.S. companies to file a Beneficial Ownership Information (BOI) report. Instead, only entities formed under foreign laws must comply.

What Happened?

The CTA, which took effect in 2024, originally mandated that most U.S. businesses disclose ownership details to FinCEN as part of an effort to combat illicit financial activities. However, ongoing legal challenges questioning the constitutionality of the CTA led FinCEN to reconsider its stance. Rather than engaging in prolonged litigation, FinCEN has effectively withdrawn the requirement for U.S. businesses, leaving only foreign-formed entities subject to compliance.

What This Means for Employers and Business Owners

If you were preparing to submit a BOI report, you can take that off your to-do list. However, this doesn’t mean compliance requirements in other areas are going away. Employers and businesses should stay vigilant aout other regulatory obligations, such as tax filings, employment laws, and industry-specific reporting requirements. 

What’s Next? 

While this ruling brings relief to many businesses, regulatory landscapes can shift quickly. FinCEN may revisit aspects in the future or introduce alternative reporting measures. WFJ will continue monitoring any updates to keep business owners informed. 

For now, U.S. companies can breathe easier knowing they are not required to comply with the CTA. If you have any questions about corporate compliance, WFJ’s legal team is here to help. Stay informed, stay compliant and focus on what you do best-running your business. 

For financial professionals, securing payment starts long before an invoice becomes overdue. Implementing proactive lien and bond protections can mean the difference between getting paid or writing off a loss. Here’s how you can set yourself up for success and avoid unnecessary risks.

Start with Strong Documentaion

To file a lien or bond claim effectively, you need a solid foundation of documentation. Missing even one critical piece of information can cause delays or jeopardize your rights. Key documents include:

Contract: Defines the scope of work, payment terms, and lien rights.

Job Level Tracking: Ensures accurate documentation of labor and materials.

 Credit Supplement Sheet: Verifies financial details and customer information.

Notices: Preserve lien rights and establish compliance with state laws.

Invoices & Proof of Delivery: Confirm amounts owed and that materials were delivered to the job site.

Understand State-Specific Lien and Bond Requirements

Lien laws vary by state, and missing deadlines or filing incorrectly can cost you your claim. For example:

Utah: A preliminary notice must be filed within 20 days of first furnishing or lien rights are waived.

Missouri: A 10-day Notice of Intent must be served before filing a lien. If your attorney receives the lien request too late, you may lose your rights.

Being aware of state-specific requirements ensures you never miss a deadline.

Verify Ownership and Delivery Details

A lien is only as strong as the accuracy of your filings. Make sure:

The correct property owner is listed-incorrect ownership details can invalidate your lien.

You have proof of delivery to the site, not just a customer’s warehouse or rigger’s yard.

Work Within Key Deadlines

Timing is everything when filing liens and bond claims. To avoid last-minute rushes:

• Request supporting documentation from brances at least 20 days before the deadline. 
• Engage WFJ for lien/bond assistance at least 14 days prior to the deadline. 

Get Expert Guidance

When in doubt, consult a legal expert. WFJ’s lien and bond attorneys are here to help answer your questions and ensure your filings are compliant. Whether you need an opinon letter or help navigating complex lien laws, our team is ready to assist.

Don’t Wait Until It’s Too Late

By establishing proactive lien and bond protections now, you can prevent financial losses and ensure that your company is paid for the work and materials it provides. Contact WFJ today to discusss how we can help you streamline your process and secure your receivables.

In today’s complex business environment, having access to comprehensive legal and consulting services is essential for success. Wagner, Falconer and Judd offers a suite of Business and Legal Consulting Services designed to support organizations in navigating challenges and achieving their goals.

Overview of Services

WFJ provides a wide range of services tailored to meet the diverse needs of businesses:

Compliance: Offering attorney advice, consultation, research, document review, and assistance with safety issues related to OSHA and DOT, ensuring businesses remain compliant with state and federal laws.

Business Support: Providing attorney consultations and advice, document reviews, sample forms and agreements, guidance on corporate formations, governance strategies, and advice on vendor and lease agreements.

Human Resources: Delivering expert answers to HR-related questions via our securte portal, attorney advice and consultation, sample forms, policies, agreements, wage and hour compliance, hiring and firing, and benefits consultation.

Collections: Assiting with attorney consultation, providing Mechanic’s Lien and Payment Bond resources and filing assistance, facilitating escalation to attorneys for enforcement, and offering document reviews and sample agreements.

Who Would Benefit from These Services

WFJ’s services are ideal for:

Small to Mid-Sized Businesses: Companies seeking affordable and accessible support to manage and service their growing workforce can benefit from WFJ’s comprehensive suite of services.

Organizations lacking In-House Legal Departments: Businesses without dedicated legal teams can rely on WFJ for outsourced legal services, ensuring proactive legal support tailored to their unique needs.

Companies Needing Specialized Expertise: Organizations requiring assistance with compliance, HR, collections, or business support can access WFJ’s specialized knowledge to navigate complex issues effectively.

Secure Portal Ticketing System

A standout feature of WFJ’s services is their secure portal and ticketing system, which offers:

Easy Access: Clients have hotline access to HR professionals and legal support, ensuring timely assistance.

Efficient Issue Tracking: The ticketing system within our portal allows clients to track and monitor issues from a single, user-friendly location, streamlining communication and resolution processes.

By partnering with WFJ, businesses can focus on their core operations, confident that their legal and consultation needs are in expert hands. WFJ’s commitment to personalized services and support empowers organizations to navigate challenges and sieze opportunities with assurance.