What Is a UCC Lien and How It Boosts Collection Efforts

As a law firm focusing on representing merchant cash advance funders, our clients inevitably face the challenge of merchants defaulting on their MCA agreements. When this happens, one of the most effective tools we deploy is the UCC lien, a powerful mechanism rooted in the Uniform Commercial Code (UCC). This article explains what a UCC lien is, how it functions under key UCC provisions like §§ 9-406 and 9-607, and why hiring a collections attorney offers unparalleled advantages in recovery efforts.

‍

What Is a UCC Lien?

A UCC lien, specifically a UCC-1 financing statement, is a legal tool that creditors use to establish a security interest in a debtor’s assets. In merchant cash advance cases, when a merchant defaults on their repayment obligations, we file a UCC lien to publicly declare our clients’ claim to the merchant’s collateral—often accounts receivable, inventory, or other business assets. This filing notifies other creditors and parties that our client has a priority interest in those assets, which can be enforced to recover owed funds.

The UCC lien operates under the Uniform Commercial Code, a standardized set of laws governing commercial transactions across the United States. Two key sections, UCC §§ 9-406 and 9-607, provide the legal foundation for how we implement and enforce these liens to maximize collection efforts.

‍

UCC § 9-406: Establishing Control Over Payments

UCC § 9-406 empowers us to ensure that our clients, as assignees of a merchant’s accounts receivable, can redirect payments to themselves. When a merchant defaults, we send a notification to the merchant’s account debtors (e.g., customers or clients who owe the merchant money). This notice informs account debtors that the merchant’s receivables have been assigned and that payments must now be made directly to the funder, not the merchant.

This process is a game-changer for a collections lawyer or creditors’ rights attorney:

• Redirecting Cash Flow: After receiving our UCC lien notice, account debtors are legally obligated to pay the funder. If they mistakenly pay the merchant, the New York Court of Appeals, the state’s highest court, has held in Worthy Lending LLC v. New Style Contractors, Inc., 2022 NY Slip Op 06631 (Nov. 22, 2022), that they may still owe the funder, as a perfected security interest triggers an account debtor’s duty to pay the assignee upon notification. This ensures our client’s access to funds.
• Overcoming Restrictions: UCC § 9-406 renders most contractual restrictions on assigning receivables ineffective. For example, if a merchant’s contract with a customer prohibits assigning payments, the UCC overrides that restriction, allowing us to claim those funds for our client.
• Proof of Assignment: If an account debtor questions the assignment, we provide reasonable proof on behalf of the funder, ensuring transparency and enforceability.

This mechanism allows us to intercept payments that would otherwise go to the defaulting merchant, a critical step in recovering owed amounts.

‍

UCC § 9-607: Enforcing the Security Interest

Once a UCC lien is in place, UCC § 9-607 governs how we enforce our clients’ security interest after a default. This section grants our firm broad authority to collect directly from account debtors or other obligated parties and to take control of collateral. For example:

• Notifying Account Debtors: We can demand that account debtors pay our client directly.
• Seizing Proceeds: We ensure our client is entitled to any proceeds from the collateral, such as payments from receivables or revenue from inventory sales.
• Commercially Reasonable Enforcement: UCC § 9-607 requires that our collection efforts be conducted in a commercially reasonable manner, balancing our client’s rights with legal standards.

For a collections attorney, UCC § 9-607 provides a clear roadmap to liquidate collateral or redirect payments, maximizing recovery for clients while adhering to legal standards.

‍

Why Hire a Collections Attorney for UCC Liens?

Hiring a collections attorney like our firm offers significant advantages over relying on collection agencies, particularly in the merchant cash advance space. One of the most compelling benefits is our ability to send out UCC lien notices directly. Unlike collection agencies, which require an attorney’s sign-off to issue legally binding UCC lien notices, our firm can swiftly send these notices upon a merchant’s default. This capability ensures speedy action, securing our clients’ interests before other creditors can intervene.

Here’s why retaining a collections lawyer is a strategic choice:

• Legal Authority: Only attorneys can issue UCC lien notices with full legal effect, giving our firm a distinct edge over non-attorney agencies. This authority significantly accelerates the collection process and strengthens our clients’ position.
• Comprehensive Expertise: As creditors’ rights attorneys, we navigate the complexities of UCC §§ 9-406 and 9-607 with precision, ensuring every step—from filing the lien to enforcing it—is legally sound and effective.
• Tailored Strategies: Unlike agencies that rely on generic methods, we craft customized collection plans, leveraging UCC liens alongside other tools like demand letters or litigation to maximize recovery.
• Priority and Protection: By filing UCC liens promptly, we establish our clients’ priority over other creditors, safeguarding their financial stake in the face of competing claims.

These advantages make hiring a collections attorney not just a preference but a necessity for funders seeking robust, efficient recovery.

‍

Why UCC Liens Are Vital for Collection Efforts

UCC liens are a cornerstone of effective collection strategies for several reasons:

• Priority Over Other Creditors: Filing a UCC lien establishes our client’s priority over unsecured creditors.
• Flexibility in Enforcement: Whether through redirecting receivables or seizing collateral, UCC liens offer multiple avenues to recover funds, tailored to the merchant’s assets.
• Legal Clarity: The UCC provides a standardized, nationally recognized framework that courts and businesses are bound by, minimizing disputes over enforceability.

For creditors’ rights attorneys and collections lawyers, leveraging UCC liens transforms a default into an opportunity to secure funds efficiently and legally.

‍

UCC Liens and the FDCPA: Why It Doesn’t Apply

It’s important to clarify that our work in merchant cash advance collections falls outside the Fair Debt Collection Practices Act (FDCPA). The FDCPA governs debt collectors pursuing consumer debts—obligations incurred primarily for personal, family, or household purposes. In contrast, merchant cash advances are commercial transactions involving businesses, not individuals. When we file UCC liens and pursue collections against companies that default on these advances, we operate beyond the FDCPA’s scope. This distinction allows us to focus on aggressive, effective enforcement strategies without the consumer protections that apply to personal debts.

‍

Conclusion: A Powerful Tool Backed by Legal Expertise

For funders in the merchant cash advance industry, UCC liens are indispensable for protecting financial interests when merchants default. Backed by UCC §§ 9-406 and 9-607, these liens enable us to redirect payments, seize collateral, and recover funds with legal precision. Hiring a collections attorney amplifies these benefits, as our firm’s ability to issue UCC lien notices ensures swift, effective action.

If you’re a funder facing a default, partnering with a skilled collections attorney can make all the difference. UCC liens aren’t just a legal formality—they’re a strategic advantage, and our firm is equipped to wield them to secure your recovery.