UCC Document Community

Just get the LLC formation documents from the Secretary of State and use whatever name appears there for your UCC-1. The bailee's warehouse receipts don't determine the legal name of your debtor. Simple as that.

I've handled several bailee UCC situations and the name mismatch issue is definitely something to take seriously. The good news is that courts generally focus on whether a reasonable searcher would find your filing when searching under the debtor's correct legal name. Since you're dealing with just a comma difference between "Johnson Construction LLC" and "Johnson Construction, LLC", this is likely a minor variation that wouldn't invalidate your filing. However, given the $180K value at stake, I'd recommend: 1) Pull the official LLC formation documents to confirm the exact legal name, 2) File using that exact name, and 3) Consider filing a second UCC-1 with the alternative name variation as extra protection. The filing fee for a second UCC-1 is minimal compared to the risk of losing perfection on such valuable collateral. Also, make sure your security agreement specifically addresses goods held by bailees to avoid any gaps in coverage.

Bottom line for your restaurant equipment deal: Keep the security agreement in your credit file as proof of attachment. File only the UCC-1 with your state's Secretary of State office to perfect the security interest. Make sure debtor names and collateral descriptions are consistent between both documents. That's your basic perfection checklist right there.

Great question and the answers here are spot on. I'd add one practical tip for your $180K equipment loan - when you draft your security agreement, make sure it specifically grants a security interest in "all equipment now owned or hereafter acquired" if you want to cover any additional restaurant equipment they might purchase later. This creates a blanket lien that automatically attaches to new equipment without needing to amend your UCC-1 filing each time. Just make sure your loan agreement requires them to notify you of major equipment purchases so you can track your collateral.

Update us on how the sale goes! Article 9 dispositions can be really educational even when they're stressful. The more you do them the more comfortable you get with the process.

Diego, you're wise to be thorough with your first Article 9 disposition - the stakes are high and the requirements are complex. A few additional considerations: Make sure you're calculating the redemption amount correctly (outstanding debt plus reasonable expenses) in case the debtor surfaces at the last minute. For the manufacturing equipment, consider getting an independent appraisal to support your marketing strategy and pricing decisions - it's not required but can strengthen your commercially reasonable defense. Also, keep detailed records of the condition of the equipment when you took possession, including photos and any maintenance issues, as this affects fair market value. One thing that often gets overlooked is the timing of your UCC search - you should do a final search close to the sale date to catch any last-minute filings that might affect distribution of proceeds. The equipment market has been volatile lately, so document current market conditions for similar machinery to justify your disposition method and timeline.

This happened to my business partner too. Turned out the bank filed the UCC-3 but used slightly different business name formatting, so the termination didn't properly link to the original UCC-1. Had to be refiled with correct debtor name matching.

I went through something similar last year with a piece of equipment I financed. The key thing is to act quickly - that 30-day window they mention is real. First, do a UCC search on your state's Secretary of State website to see what's currently active under your business name. If you find a UCC-1 that should have been terminated when you paid off your equipment loan, gather all your payoff documentation (loan closure letter, final payment receipts, etc.) and contact your former lender's loan servicing department immediately. Don't just call - send a formal written request for them to file a UCC-3 termination statement. Keep records of everything. These zombie filings can really complicate future financing if left unresolved.

Update us when you get answers from the states! This is exactly the kind of institutional knowledge that gets lost over time. Having a clear answer about what UCC-108 was will help anyone else dealing with similar portfolio documentation.

This is fascinating - I'm actually working on a similar historical UCC research project right now. Based on what I've seen in my files, UCC-108 appears most commonly in contexts where there were multiple secured party changes or complex assignment chains. I wonder if it was specifically used for assignment documents where the original filing had already been continued or amended multiple times? The timing you mentioned (early 2000s) aligns with when many states were transitioning their systems, so there might have been temporary form designations during that conversion period. Have you noticed if the UCC-108 references always appear alongside assignment language or secured party changes?