UCC Document Community

Bottom line: the debtor is whoever has rights in the collateral, not necessarily the borrower. Sounds like your subsidiary is the debtor if they own the equipment. Just make sure you get their exact legal name from state records and you should be good to go.

As someone new to UCC filings, this thread has been incredibly helpful! I'm currently studying for my paralegal certification and the debtor identification rules have been confusing me. The tip about thinking "who would sign the termination statement" really clarifies things. One follow-up question - if the subsidiary owns the equipment but the LLC has some kind of lease or usage agreement, would that change anything about who should be listed as debtor? Or does outright ownership trump any lease arrangements?

Thanks everyone! This has been incredibly helpful. I feel much more confident about tackling the Louisiana UCC forms now. Going to pull the LLC articles first, then use that document checker tool to make sure everything matches up before I submit.

@Yuki, one thing I'd add - make sure to check if your financing agreement specifies any particular collateral description language. Some lenders have standard clauses they require in UCC filings to match their security agreements. Also, Louisiana allows you to file amendments if you need to correct minor errors later, but it's obviously better to get it right the first time. The $85k value definitely makes this worth doing carefully!

Update for anyone following this - I ended up using that Certana.ai tool mentioned earlier to double-check everything before filing. It caught that my debtor name on the UCC-1 didn't exactly match what was in the loan agreement (missing a comma in the LLC name). Would have probably caused problems down the road. Filed in Delaware as suggested and it went through without issues. Thanks everyone!

This is such a valuable discussion! As someone new to UCC filings, I'm learning so much from everyone's experiences. One question I have - when you're dealing with multiple investment accounts at the same securities intermediary, do you need separate UCC-1 filings for each account, or can you list multiple accounts on a single filing? Also, does the timing of when you file matter in relation to when the loan closes? I want to make sure I understand the perfection timeline correctly.

One final tip - get everything reviewed by qualified counsel before closing. With $2.8M on the line, the legal review cost is worth it for peace of mind. They can spot issues you might miss and ensure everything complies with both UCC requirements and your state's specific rules.

Great discussion here! Just wanted to add one practical point from a recent deal - when you're dealing with multiple members in an LLC, I always request a certified copy of the member resolution authorizing the specific person to sign financing documents. Even if someone has general signing authority, having a specific resolution for the transaction provides extra protection. Also, for your $2.8M deal, consider having the signing party provide a certificate of good standing for the LLC - it's not required by the UCC but many lenders want it to confirm the entity is still validly existing at closing. Good luck with your deal!

This is a great example of why document consistency is so critical in secured transactions. I've seen similar issues where the retail installment contract and security agreement had slight name variations that created confusion during the UCC filing process. As others have mentioned, always go with the official legal entity name from state records - that's your gold standard. One thing I'd add is to also check if the entity is still in good standing with the state before filing. Sometimes businesses let their registration lapse, which can complicate things. Also, make sure you're filing in the correct jurisdiction based on where the debtor is organized, not where the collateral is located. For equipment like diagnostic machines and lifts, you're definitely looking at a UCC-1 filing rather than a certificate of title situation.

One additional consideration - if this is commercial equipment financing, you might want to verify whether the debtor has any existing UCCs filed that could create priority issues. Since you mentioned the financing was approved 3 weeks ago, time is definitely a factor for perfection. Also, when you pull the official entity records, make sure to note the entity type (LLC, Corp, etc.) and include that in your UCC-1 filing. I've seen filings rejected because the entity type was omitted or incorrect even when the name was right. The Secretary of State databases are usually pretty current, but if there's any doubt about recent name changes or amendments, you might want to call their office directly to confirm before filing.