UCC Document Community

Update us when you get this filed! I'm curious how it goes since I have a couple fixture filings coming up for continuation next year. Always helpful to hear how the process actually works in practice.

Carter, I've been following this thread and it sounds like you've got good advice here. Just wanted to add that I always recommend doing a quick search of the current UCC records before filing the continuation to make sure there haven't been any unauthorized filings or changes to your original record. It's rare, but I've seen cases where clerical errors at the filing office or identity mix-ups created problems that weren't discovered until someone tried to continue a filing. Takes 5 minutes to search Ohio SOS records online and could save you headaches down the road. Also, keep detailed records of when you file the continuation - not just the filing receipt but screenshots of the confirmation page. You never know when you might need to prove exactly when something was submitted.

UPDATE: Thanks everyone for the guidance on UCC1-301 name requirements. Pulled the current SOS records, used the exact registered name, and the filing was accepted immediately. Also going to amend the security agreement to reference the name change to keep everything consistent.

This thread is incredibly helpful! I'm dealing with a similar UCC1-301 situation right now where our borrower (a corporation) merged with another entity and changed their name as part of the merger. The challenge is that our original security agreement was signed before the merger, but we need to file a continuation statement soon. Should I treat this like a name change scenario and use the post-merger name, or does the merger create additional complications under UCC1-301? The collateral is manufacturing equipment worth about $250K so getting this right is critical.

Thanks everyone for the help! Sounds like electronic authentication should work fine for my deal as long as I make sure the debtor names match exactly between the security agreement and UCC-1. Going to move forward with the electronic signature process.

One thing I'd add is to make sure you're filing in the correct jurisdiction for your debtor. Since you mentioned the borrower is in another state, you'll need to file the UCC-1 where the debtor is organized (for entities) or where they're located (for individuals). The authentication requirements stay the same, but filing in the wrong state means your UCC-1 won't perfect your security interest even if everything else is done correctly. Also, for equipment that moves between states, consider whether you need to file continuation statements or amendments if the debtor relocates after your initial filing.

This thread is making me paranoid about our own UCC filings now! We have several California UCC-1s that probably need amendments for additional collateral. Might be time to do a comprehensive review of all our secured transactions.

This is a complex situation that requires careful attention to both the security agreement and UCC filing requirements. Based on what you've described, I'd recommend a few key steps: First, review your original security agreement language very carefully. If it doesn't include "after-acquired property" clauses, you likely have a perfection gap for the period between when the debtor acquired the new equipment and when you can get the UCC-3 amendment filed. This could affect your lien priority. Second, consider whether a new UCC-1 with broad collateral language might be better than amending. For a $750K facility, the extra filing fee could be worth the certainty of proper coverage from the acquisition date forward. Third, make sure your amended security agreement has an effective date that covers the equipment acquisition period, and consider adding comprehensive "after-acquired property" language to prevent future gaps. California SOS has been stricter lately about formatting, so double-check debtor names match exactly across all documents and avoid special characters in your collateral descriptions. For collateral language, I'd suggest something like "all manufacturing, production and processing equipment, machinery, and related assets, whether now owned or hereafter acquired" rather than serial number specificity. Given the amount at stake, you might also want to consider UCC insurance as backup protection while you sort out the filing strategy.

The bottom line is that chattel paper is one of the more complex collateral types under the UCC. If you're not comfortable with the definitions and requirements, it might be worth consulting with someone who specializes in secured transactions. A bad filing can be worse than no filing at all.

Just went through this exact same pain with chattel paper descriptions getting rejected multiple times. What finally worked for me was breaking down each type of document separately in the collateral description rather than trying to lump everything together. For your equipment notes, make sure they actually show both the debt AND the security interest in the specific equipment - if they don't clearly establish the security interest, they might not qualify as chattel paper at all. Your conditional sale contracts should be fine since they inherently show both elements. For the lease agreements, you'll need to figure out if they're true leases or disguised security agreements first. If you can't tell, you might want to describe them as general intangibles instead of chattel paper to be safe. The signature issue is real too - if some don't have debtor signatures, they might not meet the chattel paper definition. Consider whether those unsigned documents should be described differently in your filing.