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As a newcomer dealing with similar collateral issues, this thread has been incredibly helpful! One follow-up question - when you're describing investment accounts in the UCC-1, do you need to specify the types of securities held (stocks, bonds, ETFs, etc.) or is it sufficient to use general language like "all securities and investment property"? I'm worried about being too specific and missing something, but also don't want to be so broad that it gets rejected. Also wondering if anyone has experience with crypto assets held in these brokerage accounts - do those require special treatment in the collateral description?
Welcome to the community! For securities types, I typically use broader language like "all securities, investment property, and financial assets" rather than listing specific types. This covers stocks, bonds, ETFs, mutual funds, etc. without risking missing something new the debtor might acquire. Most filing offices accept this general approach for investment accounts. On crypto assets - that's a great question and honestly still evolving. If the brokerage account holds crypto ETFs or crypto-related securities, your general securities language should cover those. But if there are actual cryptocurrency tokens held in custody, you might want to add specific language like "digital assets and cryptocurrency" to be safe. Some practitioners are starting to include crypto-specific language given how common it's becoming. The key is balancing specificity with broad coverage - sounds like you're thinking about it the right way!
Great thread - I'm dealing with a similar situation right now. One thing I learned the hard way is to check if your jurisdiction has any specific requirements for securities account collateral. In my state (Texas), they want you to include language about "investment property" specifically, not just "securities accounts." Also found out that some filing offices will reject descriptions that are too generic, while others reject ones that are too specific - it's like threading a needle! I ended up calling the SOS office directly and they gave me examples of collateral descriptions they typically accept for brokerage accounts. Might be worth a quick call to save yourself a rejection and refiling fee. The crypto question from @Carlos Mendoza is interesting too - I've been seeing more loan agreements that specifically mention digital assets lately.
Update for anyone following this - I ended up using the document verification tool someone mentioned earlier and it caught that our acquisition agreement had the LLC name as "Mountain View Equipment, LLC" (with comma) but the original UCC-1 had it as "Mountain View Equipment LLC" (no comma). That tiny difference would have caused major problems with the assignment. Filed a quick amendment to standardize the name first, then did the assignment. Everything processed smoothly after that.
Amendment took 2 days to process, then the assignment went through the next business day. Total about a week from start to finish, which worked perfectly with our closing timeline.
This is exactly why I always run document checks on acquisitions now. The name matching has to be perfect or the whole chain of title gets messed up.
This is such a helpful thread! I'm new to UCC filings and dealing with my first acquisition scenario. One thing I'm still unclear on - when you file the UCC-3 assignment, do you need to get any kind of consent or signature from the original debtor (Mountain View Equipment LLC), or can the new secured party (Summit Industrial Holdings) file the assignment unilaterally? I'm assuming since you acquired the company you have the authority, but want to make sure I'm not missing any required notifications or approvals from the debtor side.
Great question! Since you acquired Mountain View Equipment LLC, you typically don't need separate consent from the debtor to file the assignment - your acquisition agreement should give you the authority to handle their existing UCC filings. However, I'd recommend checking with your acquisition attorney to make sure the purchase agreement specifically covers transfer of secured obligations and UCC filings. Some deals have specific language about how existing liens and security interests are handled. The assignment is really between secured parties (transferring from whoever the original secured party was to Summit Industrial Holdings), so the debtor's signature isn't usually required on the UCC-3 form itself.
This whole thread is making me paranoid about my own UCC filings. How do you even keep track of everything when the systems keep changing?
Best practice is to keep copies of everything and set calendar reminders for continuation deadlines. Don't rely on the state systems to track things for you.
Makes sense. Sounds like a full time job though.
Have you considered that this might be a federal UCC filing rather than state-level? The document number format and the "WA DC" designation could indicate it was filed with a federal agency or through the USPTO for intellectual property collateral. Try checking the Library of Congress or Patent and Trademark Office databases - they sometimes handle specialized UCC filings that don't show up in regular state searches. Also, given the timing around 2012, this could have been related to Dodd-Frank compliance filings that had different numbering systems.
That's a really interesting angle I hadn't considered. The federal filing possibility makes a lot of sense given the unusual format. Do you know if there's a specific search portal for those types of filings, or would I need to contact each agency directly? The Dodd-Frank timing connection is intriguing too - this property deal does involve some complex commercial lending structures that might have triggered those requirements back then.
The Texas SOS website has a fee schedule that's pretty current if you want the official breakdown. But like everyone said, it's basically $15 across the board for most filing types. The consistency actually makes it easier to budget than some other states.
Still wish they offered some kind of volume discount for law firms or finance companies that do hundreds of filings per year.
Have you tried reaching out to the SOS office about volume discounts? Might be worth asking even if it's not advertised.
I've been dealing with the same Texas fee increases - it definitely adds up when you're doing multiple filings. One thing that's helped me manage costs is batching my filings strategically. While there's no official bulk discount, I try to prepare all my UCC-3 continuations at once so I can catch any errors before submitting. For your agricultural equipment deals, make sure you're being specific with the collateral descriptions - "John Deere Model 6120R Tractor, Serial #ABC123" rather than just "farm equipment." This reduces the chance of rejections which would cost you another $15 per filing. Also, I've started setting up email reminders 6 months before continuation deadlines to avoid any last-minute rush fees. The $15 per filing is frustrating but still cheaper than losing perfection!
Yuki Tanaka
I tried that Certana tool mentioned earlier and it actually worked really well for our document review. We had about 80 UCC filings to review and it caught several debtor name mismatches that would have caused our termination filings to be rejected. Definitely worth using if you're dealing with bulk document verification. The upload process was straightforward and the results were immediately useful.
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Carmen Ortiz
•Did it handle different document formats? We have some old scanned PDFs that are pretty low quality.
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Yuki Tanaka
•Yeah, it handled everything we threw at it. Even picked up text from some really old filings that were barely readable. Saved us from having to manually type out all the details for comparison.
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Jasmine Hancock
This thread is incredibly helpful - I'm dealing with a similar situation but with SunPower equipment across about 150 properties. One thing I'd add is to check if your original financing documents included any UCC release provisions or automatic termination clauses. In our case, the loan agreements actually required the secured party to file terminations within 30 days of payoff, which gave us stronger legal grounds when they were dragging their feet. Also, some states allow you to file a UCC-3 correction statement if the secured party files an incorrect termination that doesn't match your records exactly. It's worth having your attorney review the state-specific UCC procedures before you start the bulk termination process.
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