UCC Article 9-210 Analysis and Commentary: Debtor’s Requests for Accounting and Collateral Information
1. Introduction to UCC Article 9-210
Uniform Commercial Code (UCC) 9-210 is a provision within Article 9 (Secured Transactions) that establishes a formal mechanism for a debtor to obtain information from a secured party about their secured obligation and the collateral involved.
This section delineates exactly what types of information a debtor may request and imposes clear duties on the secured party to respond within strict time frames.
In essence, UCC Article 9-210 facilitates transparency in a secured transaction by allowing the debtor to verify the status of the debt and collateral through defined statutory requests.
2. Definitions and Permitted Types of Requests under UCC Article 9-210
Subsection (a) of UCC 9-210 sets out definitions for the types of “requests” a debtor can make under this provision. All these requests must be made by the debtor (the party owing the obligation or owning the encumbered property) in an authenticated record (essentially, a signed writing or electronic record) that reasonably identifies the relevant transaction.
In other words, the Code confers the right to request information exclusively on the debtor, and each request must indicate which loan or security agreement it pertains to.
There are three specific types of permissible requests defined in the statute:
2.1 Request for an Accounting
This is a record authenticated by the debtor asking the recipient (typically the secured party) to provide an accounting of the unpaid obligations secured by the collateral.
In practice, an “accounting” refers to a detailed statement of the outstanding debt – including the total amount owed (as of a date close in time to the request) and a breakdown of that obligation.
The debtor’s request for an accounting must identify the particular transaction or credit relationship so that the secured party knows which obligation’s status needs to be reported.
2.2 Request Regarding a List of Collateral
This is a debtor’s authenticated request for the secured party to approve or correct a list of collateral that the debtor believes is subject to the security interest for a given obligation.
The debtor essentially provides what they think the collateral is (for example, a list of assets pledged) and asks the secured party to confirm that list or to correct it if the debtor’s understanding is wrong or incomplete. This request, like the others, must refer to a specific transaction or loan.
2.3 Request Regarding a Statement of Account
This type of request involves the debtor asking the secured party to approve or correct a statement of account – meaning the aggregate amount of unpaid obligations secured by the collateral, as of a specified date.
The debtor might state what they believe the total outstanding balance is and request the secured party to verify that amount or provide the correct figure.
Essentially, it is a way for the debtor to get written confirmation of the payoff amount or current balance due on the secured obligation (again, tied to a particular transaction identified in the request).
Each of these defined requests is initiated by the debtor and describes a different aspect of information about the secured transaction.
Importantly, the debtor must reasonably identify the transaction or relationship in question in the request (for instance, by referencing the loan number, security agreement date, or other identifying details), since a debtor may have multiple secured transactions with the same secured party.
By doing so, the debtor pinpoints which obligation and collateral the inquiry concerns, enabling the secured party to respond accurately to the correct context.
3. Secured Party’s Duty to Respond under UCC Article 9-210
Subsection (b) lays out the core duty of the secured party to respond to a proper request from the debtor.
In general, except for certain excluded parties discussed below, the secured party must comply with the debtor’s request within 14 days after receiving it.
The statute specifies the form that this compliance should take, depending on the type of request made:
3.1 Response to a Request for an Accounting
The secured party must provide an accounting of the unpaid obligations. In other words, within 14 days the secured party must authenticate and send to the debtor a written statement of the outstanding secured debt (meeting the definition of an “accounting” under the UCC).
This response should be an official, itemized disclosure of the total amount due (as of a recent date) and the components of that amount, thereby answering the debtor’s request for an accounting.
3.2 Response to a Request for a Collateral List or Statement of Account
The secured party must send an approval or correction of the information the debtor provided. This means that within 14 days, the secured party needs to either confirm that the debtor’s list of collateral or proposed statement of the outstanding debt is accurate or provide the accurate information if the debtor’s version was incorrect.
The response should be an authenticated record to the debtor that either (a) approves the list of collateral or the payoff amount as stated by the debtor, or (b) corrects it by specifying the collateral that is actually subject to the security interest or the true amount of the obligations outstanding.
Essentially, the secured party is required to verify or amend the debtor’s understanding, ensuring the debtor receives a correct and authoritative statement of the collateral or the debt, as appropriate.
The 14-day deadline is a firm requirement, designed to ensure the debtor receives a prompt response. It is worth noting that this duty to respond applies only to certain secured parties.
UCC 9-210(b) pointedly exempts some parties from the obligation: namely, a secured party that is a buyer of accounts, chattel paper, payment intangibles, or promissory notes, or a consignor, does not have to comply with these requests.
Under Article 9’s broad definitions, such buyers of receivables and consignors are treated as “secured parties” in some contexts; however, UCC 9-210 carves them out from the duty to respond.
This means if the “secured party” in question is a purchaser of the debtor’s accounts or other receivables (rather than a creditor to whom the debtor owes money) or is a consignor of goods, that party is not obligated by § 9-210 to answer the debtor’s information requests.
For all other secured parties (typically, lenders or creditors with security interests in the debtor’s collateral), the duty to respond within 14 days is mandatory and enforceable.
The response must be provided in an authenticated form (essentially signed by the secured party to verify its authenticity) and sent to the debtor, addressing the specific content required by the type of request.
3. Blanket Liens: Responding to “All Assets” Collateral Requests
Subsection (c) provides a special rule for situations where the security interest in question covers all of a particular type of the debtor’s assets.
Often, a security agreement may claim a security interest in broad categories of collateral (for example, “all inventory” or “all equipment” of the debtor, sometimes informally called a blanket lien on those assets).
If a debtor submits a request regarding a list of collateral in such a case, listing out individual items of collateral would be impractical and unnecessary.
The statute addresses this by allowing the secured party to comply in a simplified way: if the secured party’s interest encompasses “all” assets of a certain type, it may respond by stating that fact instead of itemizing the collateral.
In concrete terms, when a debtor asks for a list of collateral and the secured party’s collateral is, say, “all accounts receivable” or “all inventory” of the debtor, subsection (c) permits the secured party to send an authenticated record to the debtor within 14 days that includes a statement such as “The secured party claims a security interest in all of the debtor’s [inventory/accounts/etc.].”
This generic statement to that effect is deemed sufficient to satisfy the request regarding the list of collateral. The secured party does not have to list every piece of inventory or each account receivable; by indicating that its interest covers everything in that category, it fully answers the debtor’s inquiry.
This rule streamlines the response when the scope of collateral is broad, ensuring the debtor is informed that the lien is blanket in nature without burdening the response with a lengthy inventory of items.
4. Requests Directed to Former Secured Parties (No Current Interest)
Subsections (d) and (e) ensure that a debtor’s request will be answered even if the party who receives the request is no longer the current secured party on that transaction.
These provisions cover scenarios where the recipient had a security interest or held the secured obligation at one time in the past, but at the time of the request they “claim no interest” in the collateral or obligation.
This situation typically arises if the original secured party assigned the security interest or the loan to another party, or if the lien was released or satisfied but the debtor (perhaps relying on outdated records or a financing statement) still directs the request to that original party.
If the request reaches a person who used to be involved in the secured transaction but isn’t anymore, that person is not allowed to simply ignore it – the statute imposes a duty to respond with clarifying information.
4.1 If the request is for a list of collateral (subsection (d)) and the recipient has no current interest in that collateral (though it held an interest at an earlier time):
The recipient must reply within 14 days by sending the debtor an authenticated record disclaiming any interest in the specified collateral and providing, if known, the name and mailing address of any assignee or successor to that interest.
In other words, the former secured party must formally inform the debtor that it no longer claims a security interest in the collateral and direct the debtor to whoever now holds that interest (such as the new secured party who took an assignment of the security interest), if the former party has that information.
This allows the debtor to know who the correct current secured party is. If the recipient does not even know of a successor (for example, if it had released the collateral and there is no successor), it would still at least disclaim its own interest so the debtor isn’t left guessing.
4.2 If the request is for an accounting or a statement of account (subsection (e)) and the recipient has no current interest in the obligation (debt) in question (though it had an interest in the past):
Similarly, the recipient must respond within 14 days by sending an authenticated record to the debtor disclaiming any interest in the obligation and providing the name and mailing address of any known assignee or successor who now holds the secured obligation.
In plainer terms, the former creditor must say “I no longer have any claim to this debt” and, if it knows who the debt was transferred to, identify that new creditor to the debtor. This ensures the debtor can locate the proper party who can provide the accounting or confirm the payoff amount.
These requirements in (d) and (e) prevent a situation where a debtor’s request goes unanswered or is bounced between parties due to a change in who holds the security interest or loan. Even a former secured party must reply and point the debtor in the right direction.
The effect is that the debtor will be informed of the current holder of the security interest or obligation, maintaining the transparency and accuracy of information even when assignments or transfers have occurred.
The duty to respond with a disclaimer and referral is, like other responses, subject to the 14-day timeline from receipt of the request.
5. Limitations on Frequency of Requests and Charges
Finally, subsection (f) addresses the frequency of allowable requests and permits the secured party to charge a fee for excessive repetition.
The rule is that a debtor is entitled to one free response to a request under UCC Article 9-210 in any given six-month period. This means the secured party must provide the first response in that timeframe at no cost to the debtor.
However, if the debtor makes additional requests under this section within the same six-month window, the secured party is allowed to require payment of a fee for each extra response.
The statute caps this charge at no more than $25 per additional response. In practical terms, the debtor cannot demand unlimited updates without bearing some cost: after the one free disclosure (be it an accounting or collateral confirmation) in a half-year period, any further requests can be met with a reasonable fee up to the $25 limit.
This limitation strikes a balance between the debtor’s right to information and the secured party’s interest in avoiding undue burden.
It establishes that a debtor can get at least periodic information (at least twice a year if needed, with one of those responses free), but it discourages very frequent or harassing requests by allowing the secured party to charge a modest amount for the extra work.
Importantly, the $25 cap guarantees the fee remains nominal and not prohibitive. The provision, therefore, preserves the accessibility of information to the debtor while protecting the secured party from having to answer repetitive queries at its own expense.
6. Conclusion
UCC Article 9-210 provides a clear and self-contained framework governing a debtor’s right to obtain information and a secured party’s duty to furnish that information in secured transactions.
It spells out three precise types of information a debtor can request (an accounting of the debt, a list of collateral, or a statement of the outstanding secured debt) and defines how each request must be made.
Correspondingly, it imposes a strict 14-day deadline on secured parties to respond and details exactly what form the response must take for each request.
The section also builds in sensible provisions for special situations – such as blanket liens on all assets, or instances where the secured party has changed – ensuring that the debtor can still get the needed information without gaps.
Lastly, it limits the frequency of free requests to prevent abuse, while guaranteeing at least one free update every six months.
