When you use Resolve Advance Pay, Resolve files a UCC-1 financing statement naming your business. This is a public filing that documents Resolve’s interest in the receivables you sell to us through Advance Pay.
It is not a loan or credit line, and it does not create a general claim against your business. The filing is authorized by the Merchant Services Agreement you accepted during onboarding.
Is this a lien against my business?
No. It is not a judgment, default notice, or general claim against your business.
The filing records Resolve’s ownership of the specific receivables you sell to us through Advance Pay. In other words, once you sell an eligible invoice to Resolve, the filing publicly documents that Resolve owns that receivable.
What does the filing cover?
The filing covers:
- Invoices you sell to Resolve through Advance Pay, including future invoices as you submit them
- The payments and records related to those invoices
It does not cover:
- Invoices you keep and collect yourself
- Your inventory, equipment, real estate, intellectual property, or other business assets unrelated to receivables sold to Resolve
This is reflected directly in the filing itself in the UCC filing's "collateral" section.
UCC Collateral Language
This UCC financing statement is filed solely to provide public notice of the sale and absolute assignment of certain accounts receivable pursuant to a Merchant Services Agreement between Debtor and Secured Party, as may be amended from time to time. It is the intent of the parties that the subject receivables have been sold in a true sale, not pledged as collateral, and that Secured Party holds full ownership rights.
Collateral includes:
(i) all accounts, payment intangibles, and other rights to payment owed to the Debtor by its customers that have been sold and assigned to Secured Party, whether now existing or hereafter arising;
(ii) all collections, remittances, and proceeds received by or on behalf of the Debtor relating to such accounts, whether in cash, check, ACH, wire, or other form, and whether held directly or indirectly by the Debtor;
(iii) all documents, instruments, books and records, and electronic records related to such accounts or collections;
(iv) all supporting obligations, contract rights, guarantees, and other general intangibles related to such accounts.
Any such collections received by the Debtor are held in trust for the sole benefit of the Secured Party and must be promptly remitted in accordance with the Merchant Services Agreement. Debtor shall not sell, pledge, assign, or otherwise encumber any receivables previously sold and assigned to the Secured Party, and shall not interfere with Secured Party's right to collect or receive payment thereon.
This filing is made solely to reflect the transfer of ownership and to give public notice thereof. It is not intended to secure indebtedness or indicate the existence of a loan or debt obligation. To the extent any court or authority determines the transaction to constitute a secured financing rather than a true sale, this filing is also made as a precautionary security interest filing under applicable law.
Why does Resolve file a UCC-1?
The filing gives public notice that Resolve owns the receivables you have sold to us. This helps avoid conflicting claims to the same customer payment.
Will this appear on a credit report?
UCC filings are public records and may appear on commercial credit reports. The filing reflects Resolve’s interest in receivables it has purchased; it does not show a loan balance or debt owed by your business.
If a lender, investor, or other third party has questions, have them contact us at liens@resolvepay.com.
Where is it filed, and how long does it stay active?
The UCC-1 is filed with the applicable state filing office; in most states, this would be the Secretary of State. It is generally effective for five years, and Resolve may renew it while our relationship remains active. You do not need to take any action.
Wyoming is the only exception, where filings are active for ten years, instead of five years.
Can the filing be removed?
Yes. When your relationship with Resolve ends and there are no outstanding receivables or obligations under the agreement, Resolve will file a UCC-3 termination to release the filing. We will confirm by email once the filing office has processed it.
Can I see my filing?
Yes. Email liens@resolvepay.com to request a copy of your filed UCC-1, including its collateral description. You can also reply directly to the notification email you received.
This filing corresponds to Section 3(f) of the Merchant Services Agreement.
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