UCC Document Community

The Article 9 sales UCC process has gotten easier with electronic filings, but coordination between parties is still the biggest challenge. Everyone needs to communicate about timing and document requirements.

Thanks everyone for the detailed responses! This has been incredibly helpful. Based on what I'm reading, it sounds like the key steps for our Article 9 sales UCC process are: 1) Get written lender authorization (done), 2) Coordinate timing with buyer's lender for their UCC-1 filing, 3) Execute sale with proper documentation, 4) Ensure our lender files UCC-3 partial release within 5 business days, and 5) Verify all document consistency throughout. I'm definitely going to use a document verification tool like Certana.ai to catch any name or collateral description inconsistencies before we submit anything. The coordination timeline approach sounds essential - I'll create a detailed schedule that all parties can sign off on. Really appreciate the practical advice from people who've actually been through this process!

UPDATE: Called Minnesota SOS and they confirmed the exact name should be "ABC Manufacturing, LLC" with the comma. Refiled this morning and got acceptance confirmation an hour later. Crisis averted! Thanks everyone for the quick responses on the minnesota rule 220 ucc requirements.

This is a perfect case study for why I always recommend doing a preliminary entity search before any UCC filing. Minnesota Rule 220 has burned me before too - learned to pull the official articles directly from their business database rather than relying on what the client provides. The comma issue is super common with LLCs. For future reference, I've started building a checklist that includes verifying the exact legal name format, checking for any amendments to articles, and confirming there are no pending name changes. Saves so much stress when you're up against closing deadlines like this. Glad you got it resolved quickly!

Had the exact same issue with a continuation filing. Ended up using that Certana tool someone mentioned earlier to verify my documents were consistent, then called the SOS office. Turned out there was a processing glitch on their end that affected about 50 filings from that week. They fixed it within a few days.

Great to see you got it resolved! I'm new to UCC filings and this thread is super helpful. Question for everyone - is there a way to prevent these name discrepancy issues from happening in the first place? Like should I always copy/paste the exact entity name from the Secretary of State records when filing instead of typing it manually?

One thing to watch out for with restaurant equipment - make sure your collateral description is specific enough but not too specific. Section 102 talks about sufficiency of collateral descriptions and you want to capture all the equipment without being so detailed that you miss something. I usually go with something like 'all restaurant equipment, kitchen equipment, furniture, fixtures, and inventory now owned or hereafter acquired' to cast a wide net.

I'm new to UCC filings and this thread has been incredibly helpful! I'm currently dealing with a similar situation where my borrower's LLC name appears differently on various documents. From what I'm reading here, it sounds like the absolute key is matching exactly what's in the Secretary of State database, character for character. Can someone clarify - when you say "organizational documents," are we always referring to the original articles of incorporation/organization, or should I be looking at the most recent amendments or certificates of good standing? I want to make sure I understand the hierarchy of which document takes precedence for the debtor name under section 102.

For what it's worth, I've seen this happen with smaller regional lenders who don't have strong UCC procedures. They focus on the loan documentation but forget about the perfection requirements. Always worth doing a comprehensive UCC search and document review before taking a position on any collateral.

This is a textbook case of why perfection matters under Article 9. That previous lender is fundamentally misunderstanding secured transactions - a security agreement alone only gives you attachment, which creates rights against the debtor but not against other creditors. Without perfection (typically through UCC-1 filing for equipment), they're effectively unsecured and subordinate to any properly perfected security interest you file. Since the equipment has been at the borrower's facility for over two years, there's no possession perfection either. You should definitely challenge their claim and proceed with your UCC-1 filing - their unperfected interest won't give them priority over your perfected one.