UCC Document Community

UPDATE: Talked to our Colorado attorney this morning and he confirmed that comma differences in LLC names are generally not considered seriously misleading under Colorado UCC law. He's preparing a letter to the title company with citations to relevant cases. Fingers crossed they'll accept it and we can avoid the amendment route entirely. Thanks everyone for the suggestions!

This is such a common issue that drives everyone crazy! I've seen this exact scenario play out dozens of times with LLC name variations. One thing that might help while you're waiting on the attorney's letter - ask the title company if they'll accept an estoppel certificate from the borrower stating that both name versions refer to the same legal entity, along with copies of the LLC's articles of organization and any amendments. Sometimes that extra documentation gives title companies the comfort they need to move forward, especially when combined with the legal opinion about Colorado's "seriously misleading" standard. Also, if the closing is really time-sensitive, you could potentially close with the UCC as an exception and handle the termination post-closing with a holdback - though I know that's not ideal for anyone involved.

Just to add another possibility - sometimes UCC filings get misfiled with wrong debtor names or SSNs that create false matches. Double-check that the debtor information exactly matches your business details. Even small variations can indicate it's not actually your filing.

This is a stressful situation but you have several paths forward. First, pull your business credit reports from all three bureaus - sometimes the UCC filing will show additional details about the original creditor there. Second, search your state's business entity database for the secured party LLC to see if it's a DBA for a company you might recognize. Third, contact your bank from 2019 directly - they should have records of any UCC filings they authorized even if the loan was transferred or paid off. Finally, consider reaching out to a UCC search company - they often have access to historical data and cross-references that can help identify the source. Document every step you take because if this turns out to be fraudulent or erroneous, you'll need a clear paper trail for legal action.

One more thing to consider - you have the right to redeem the collateral by paying off the entire debt before the sale occurs. Even if you can't cure just the default, full redemption stops the sale process completely. Might be worth exploring if you have access to alternative financing.

Document everything! Send them a written objection letter immediately citing UCC 9-611's reasonable notice requirement. For specialized manufacturing equipment worth $180k, 8 days is clearly insufficient - courts have consistently held that high-value specialized collateral requires adequate time to reach appropriate buyers. Include in your letter that you're exploring refinancing options and need reasonable time per Article 9 standards. Also request they provide proof they notified all required parties including any junior lienholders. This creates a paper trail if you need to challenge the sale in court later.

This thread is making me paranoid about our PMSI procedures. Going to audit all our recent equipment financings to make sure we didn't miss any deadlines. Better safe than sorry when the priority consequences are this severe.

This is a painful but valuable lesson for all of us in equipment financing. The 20-day PMSI deadline is absolutely rigid - courts won't give you any wiggle room even if you're just a day late. I've seen too many lenders get burned by treating PMSI filings like regular secured transactions. The super-priority protection is incredible when you get it right, but the consequences of missing the deadline are brutal. For anyone reading this, consider implementing a delivery notification requirement in your loan agreements and file your UCC-1 within 10 days of funding to give yourself a buffer. The PMSI rules are designed to reward diligent lenders, not forgiving ones.

Wow, there's so much more to this than I realized. Are there any good resources for learning more about UCC filing requirements? I feel like I need to understand this stuff inside and out.

One thing I'd add for Maria and other newcomers - don't underestimate the importance of search reports before filing. Running a UCC search on your borrower helps you see what other liens are already out there and where you'll stand in the priority chain. It's also smart to do a final search right before closing to make sure no surprise filings popped up. I've seen deals where lenders assumed they'd be in first position only to discover a surprise tax lien or another creditor filed between the initial search and closing.