Legal Basis
What is a Lien?
Personal Property
Real Estate
Real Estate Property by Destination
Main Advantages of this Registry
Financing Statement
Changes to the Financing Statement
What other services are offered by the Registry?
Forms
Fees

Circular Letter 2014-01 – Clarification about the Terms to file Continued Financing Statement in light of Law No. 17-2014.

Circular Letter 2014-06 – Filling Forms.

Circular Letter 2016-01 – Clarification as to Certified Copies Fee.

Legal Basis

The Registry of Commercial Transactions operates under the Secured Transactions” Chapter 9 of the Commercial Transactions Act, Act No. 241-1996, as amended, which was reformulated and added under Act No. 21-2012.

By adopting this Law, Puerto Rico incorporates modern legislation that considers the challenges of commercial financing in the global economy; it was enacted using as a model the uniform legislation of the United States, better known as the Uniform Commercial Code, UCC by its acronym in English.

The Department of State is the governmental agency responsible for administering the Registry of liens on personal property that are used as guaranty for incurred obligations.

This Registry works by the filing of a Financing Statement, which is the way to publish and perfect liens on personal property. Any change to the Financing Statement is managed by filing a continuation, transfer, release, termination or amendment statement.

What is a Lien?

A lien is a security interest granted over personal property to secure the payment of a debt or performance of some other obligation.

Personal Property

A personal property is one that can be appropriated, and in general, is movable from one place to another without impairing its value.

  • Some examples: furniture, electronic equipment, agricultural and construction machinery, and jewelry.

Negotiable instruments, intangible assets, accounts, chattel paper, inventory and items in consignment are regarded as personal property as well.

Real Estate

Real Estate property is one that cannot move, is fixed and set, such as; buildings, homes and/or farms.

Real Estate Property by Destination

A real estate property by destination is a personal property attached to a building, such as growing crops or standing timber.

Important Note: Only liens on Personal Property can be inscribed in this Registry.

To file liens on real estate property or real estate property by destination, please contact the Department of Justice’s Real Estate Property Registry. To file liens on motor vehicles, please contact the Puerto Rico’s Transportation and Public Works Department.

Main Advantages of this Registry

  • Perfects liens on personal property.
  • Allows access to the history of a debtor in respect to personal property
  • Allows the verification that personal property offered as collateral does not have liens that may affect its guarantee for any potential obligation.
  • Provides a reliable record of liens on personal property.
  • It serves to protect creditors and the general public.

Financing Statement

To file a Financing Statement it is necessary to fill out the UCC-1-PR form or provide a copy of a Security Agreement that meets its legal requirements. Once the electronic filing becomes available it will not be necessary to file the form, but it will be optional to fill it out and be uploaded as supporting documentation of the electronic filing.  If a discrepancy between the electronic filing and filed form arises, the electronic filing will prevail.

If additional space is required in the Financing Statement, you can fill out a UCC-1A-PR form (Appendix to the Financing Statement). You can mail the Financing Statement and Appendix, if applicable, accompanied by the appropriate fee to:

Office of the Registry of Commercial Transactions
Department of State
PO BOX 9023271
San Juan, Puerto Rico 00902-3271

The main filing office is located on the third floor of the Administración de Terrenos Building, located at Carlos Chardón Avenue Number 171, in Hato Rey, Puerto Rico, across the street from the Federal Court Building.  You can also file at any of the regional offices of the Department of State.

Who can register and how long is it valid?

The Secured Creditor, unless agreed otherwise with the Debtor, is the legitimated person to file.

  • The Financing Staetment lapsed in five (5) years from the filing date.

Registration of Changes to the Financing Statement

The Act considers a duty of the Secured Creditor, unless otherwise agreed with the Debtor, to submit any change to the original Financing Statement. To do this, until electronic filing becomes available, it is necessary to file a UCC-3-PR Form in the following instances:

  • Continuation -It must be filed prior to the lapse of the Financing Statement in order to extend its term for another five (5) years. The extension will commence from the date of expiration of the previous statement.
  • Termination – It must be filed before the lapse of the interested Financing Statement, making reference to the registration number.
  • Assignment – A secured creditor may assign any or all of the collateral by filing an assignment and naming on it the secured creditor and the debtor, the registration number, date of filing of the original Financing Statement, the name and address of the transferee and a description of the transferred collateral.
  • Release – A secured creditor may release any or all of the collateral by filing and naming the secured creditor and the debtor, the registration number, date of filing of the original Financing Statement and the collateral being released.
  • Amendment – A Financing Statement may be. An amendment does not extend the term of a Financing Statement. If any amendment adds collateral it shall be effective with respect to the added collateral from the date of filing of the amendment.

Once the electronic filing becomes available, it will not be necessary to file a UCC-3-PR form, but the filer will have the option to do so by uploading the form as part of the electronic filing.  If a discrepancy between the electronic filing and the uploaded form happens, the electronic filing will prevail.

What other services are offered by the Public Registry?

  • Financing Statements Certifications.
  • Certification indicating any specific date or time a Financing Statement naming if a particular debtor exists, and if so, the name and address of the secured creditors under such Financing Statement.
  • Copies (certified or not) of any document on record.
  • Electronic access to the Registry.

Rights, duties and fees are described in more detail in Regulation No. 8474 of May 19, 2014. You may obtain a copy of this regulation in the following link. (download)

You should check the published circular letters (top of this page) to find out any modification or clarification on the fees

Forms

Listed below are the various forms used for the Registry of Commercial Transactions. These forms and/or applications are in .pdf format. Before downloading the form the user must have installed a version of Adobe Acrobat. If you do not have this program please click the following button:

Applications for the Registry of Commercial Transactions

  • UCC1PR – Financing Statement (download)
  • UCC1AdPR – Appendix to the Financing Statement (download)
  • UCC1APPR – Additional Section for the Financing Statement (download)
  • UCC3PR – Amendment to Financing Statement (download)
  • UCC3AdPR – Appendix to Financing Statement Amendment (download)
  • UCC3APPR – Additional Section for Amendment to Financing Statement (download)
  • UCC5PR – Information Statement (download)
  • UCC11 – Request for Information (download)

Fees

Main Fees Are

  • Financing Statement $25.00
  • Continuation Statement $25.00
  • Amendment Statement $25.00
  • Termination Statement $25.00
  • Information Statement $25.00
Aprobado por la Comisión Estatal de Elecciones - CEE-SA-16-3903