The current legislation of Article 9 of the Single Code of Commerce (“UCC”) governs any transaction that creates a security interest in personal property.  All states of the United States and the District of Columbia have adopted UCC Section 9.  Section 9 of the UCC regulates the security interests of “general intangible assets” that are considered personal property.  Although trademarks, patents and copyrights are not explicitly included in the definition of “generally immaterial,” official commentary uses “intellectual property” as an example of a “general immaterial.”  According to the UCC, perfection generally requires filing the UCC-1 return to the Secretary of State of the state in which the debtor/borrower is located.  The UCC-1 statement presented should not be the transaction document that creates the interest of security, but contains basic information about the parties and a description of the nature of the guarantees.  The Copyright Act defines a detailed system for collecting and transferring interests in copyrighted works. Under copyright law, a security interest can only be made possible by registering a transfer to the Copyright Office1 by a security interest. However, if no copyright is registered, the Copyright Act does not pre-arrange the UCC with respect to the perfection and priority of security interests2 Brands and service marks protect the names, symbols, words, drawings, slogans or combinations used by an organization to identify its goods or services and distinguish them from those provided or manufactured by others. Federally registered trademarks are governed by the Lanham Act, while unregistered and state-registered trademarks are subject to state law. Unlike the Copyright Act, the Lanham Act does not expressly prejudge state law with respect to the development of federal trademark security interests.
As a result, a secured creditor should always develop its interests under the UCC. However, in order to fully protect the secured creditor from future purchasers, the security interest of a federal trademark should also be registered with the USPTO. Section 9 of the Single Trade Code (UCC) generally regulates the security interests of the United States.