South Dakota Secretary of State - UCC

SD Secretary of State ► Business Services ► Uniform Commercial Code (UCC)

The Uniform Commercial Code (UCC) is a compilation of statutes designed to perfect commercial transactions and to promote uniformity among various filing jurisdictions. Notwithstanding their complexities, commercial transactions basically involve the sale of and purchase of goods.

Under the Uniform Commercial code, financing records are filed to make a public record of secured transactions between a debtor and a secured party. The financing records are extremely important in establishing priority among creditors in judicial proceedings, including bankruptcy, to determine rights of conflicting creditors. Therefore, the fundamental objective of the UCC is to provide measures to protect the debtor and the secured party by filing a financing record in the proper jurisdiction under uniform provisions.

South Dakota is one of 50 states, plus the District of Columbia, which has adopted the Code. The Code became effective in South Dakota on July 1, 1967. Title 57A of the South Dakota Codified Laws (SDCL) contains the statutes known as the Uniform Commercial Code. SDCL 57A-9 is the Uniform Commercial Code - Secured Transactions.

Download UCC Information Booklet (.pdf)
Where to File
Telephone Inquiries
Fax Service
Buyer Registration
Pre-Paid Account Deposit (PAD)
Cheyenne River Sioux Tribe Compact
Oglala Sioux Tribe Compact
Livestock Security Interest Statements

Where to File

In South Dakota, as in most states, the proper jurisdiction for filing a financing record under UCC is locally with the county office of the register of deeds and centrally with the office of the Secretary of State. The type of collateral determines the proper jurisdiction for filing (SDCL 57A-9-301).

Determination of debtor's location (SDCL 57A-9-307). In this section, "place of business" means a place where a debtor conducts its affairs. Except as otherwise provided in this section, the following rules determine a debtor's location:

A debtor who is an individual is located at the individual's principal residence;
A debtor that is an organization and has only one place of business is located at its place of business;
A debtor that is an organization and has more than one place of business is located at its chief executive office.

County Register of Deeds

When the collateral is timber to be cut or is minerals or the like (including oil and gas) or accounts subject to subsection (6) of § 57A-9-102, or when the financing record is filed as a fixture filing (§ 57A-9-334) and the collateral is goods which are or are to become fixtures, then the UCC would be filed in the office where a mortgage on the real estate concerned would be filed or recorded.

Office of the Secretary of State

In all other cases, financing records are to be filed with the Office of the Secretary of State. Common examples of types of collateral filed with the Secretary of State include accounts, equipment, inventories, farm products, crops, consumer goods, equipment used in farming operations, etc.

Tribal Filings

If the debtor is a resident of the Cheyenne River Indian Reservation or the Pine Ridge Indian Reservation, a lender should contact their legal counsel to determine if the UCC should be filed as a State UCC or Tribal UCC.

Questions regarding Oglala Sioux Tribe UCC filing requirements may be directed to the OST Office of Financial Services (ost_credit@yahoo.com).

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Telephone Inquiries

The office of the Secretary of State will service telephone inquires regarding filings under the Uniform Commercial Code (UCC). The debtor's name, social security number and/or IRS number, and address are needed for the office of Secretary of State to respond to telephone inquiries. This is necessary to avoid duplicate names. The Secretary of State reserves the right to limit the information given over the telephone.

The Secretary of State is not responsible for accuracy and completeness of the information furnished verbally in response to a telephone request (SDCL 57A-9-523(d). The telephone number for the UCC Division is 605-773-4422.

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Fax Service

The Secretary of State's office will accept a faxed search and/or copy request provided all of the required information is provided. A pre-paid account deposit (PAD) must be established prior to the request to deduct the required fees. The $5 fax fee and $50 expedited fee applies to any request for information to be returned by fax. The Secretary of State's fax number is 605-773-4550.

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Buyer Registration

Buyers of farm products, commission merchants and selling agents may register with the Secretary of State's Office to receive regular distribution of the master list (a listing of farm products filed with the Office of the Secretary of State) or portions thereof. Contact the Secretary of State's Office for further information concerning buyer registration and fees.

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Pre-Paid Account Deposit (PAD)

As a service to the lending institutions the Secretary of State has implemented a Pre-Paid Account Deposit (PAD) program in order to accept a deposit for filing fees. Filing fees, search request fees and copy charges can be deducted directly from the PAD account, which expedites transactions. Download a PAD Account Registration Form or for more information about setting up a PAD account, contact 605-773-5009.

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Cheyenne River Sioux Tribe Compact

A compact was signed on November 16, 2001, between the Cheyenne River Sioux Tribe and the South Dakota Secretary of State. This compact allows the Cheyenne River Sioux Tribe to partner with and use the Secretary of State’s uniform commercial code filing system.

This compact provides the ability for tribal members to have their collateral perfected, making loans more available from lending institutions and ultimately helping create business and industrial development on the reservation.

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Oglala Sioux Tribe Compact

A compact was signed on July 30, 2008, between the Oglala Sioux Tribe and the South Dakota Secretary of State. This compact allows the Oglala Sioux Tribe to partner with and use the Secretary of State’s uniform commercial code filing system.

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Livestock Security Interest Statement

A March 31, 2004, SD Supreme Court decision highlights a precaution that producers should take prior to allowing a third party to care for livestock. In American Bank & Trust and South Dakota Wheat Growers Association vs. Nathan Shaull and Deborah Shaull, et. al. the SD Supreme Court ruled that livestock producers need to file uniform commercial code security interest statements to protect their ownership interest in livestock that are in someone else's care.

In the case, the third party that was caring for the animals acquired a loan from American Bank & Trust using the cattle owned by the other party as collateral. The owner of the livestock had not given public notice of his ownership interest in the cattle which he could have done by filing a document known as a financing statement with the Secretary of State's office in South Dakota. The filing of such a document is specifically authorized by South Dakota Codified Law (SDCL) 57A-9-505. Therefore, American Bank and Trust had no knowledge of the livestock owner's interest in the livestock being cared for by the bank's borrower.

To read the Supreme Court's opinion go to: http://www.sdjudicial.com/index.asp?category=opinions&nav=5391&year=2004&month=3&record=1266

To read an article covering the case as printed in the UCC Filing Flash. Click Here.

If you are in the livestock business and your livestock are in the care of a third party you should make sure your ownership interest is protected. Make sure that:

Your lender is aware of where the livestock are located.
You file a financing statement with the Secretary of State's office in the state the person caring for the livestock resides and, if applicable, in the state where the livestock are located.

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Corporations

Uniform Commercial Code

Trademark Registration

Fictitious Business Names