UCC Document Community

Update for anyone following this thread - our new lender finally filed the UCC-3 assignment yesterday! Took them 4 weeks total which was longer than I hoped but it's done now. The filing shows up online already and lists them as the new secured party. Thanks everyone for the advice about pushing them to get it filed properly.

Marcus, definitely go with the UCC-3 assignment filing - your attorney is mistaken on this one. Just recording the assignment agreement doesn't update the public UCC records, which means future lenders or creditors searching the records would still see the old lender as the secured party. This could create real problems down the line. With $850K in equipment at stake, you want that chain of title crystal clear. The new lender should handle filing the UCC-3 since they need to be shown as the current secured party, and it's a pretty standard process for them. Just make sure they use the exact debtor name and details from your original 2022 UCC-1 filing to avoid any rejections.

Bottom line: UCC-9-109(1) scope determination isn't optional. If the transaction creates a security interest in personal property, Article 9 applies regardless of labeling. Your equipment deal is clearly secured financing, so file the UCC-1 and protect your client's position. The alternative is being unsecured if things go sideways.

As someone new to UCC filings, this thread has been incredibly helpful! I'm dealing with a similar situation where a client has equipment financing structured as a lease with a bargain purchase option. Based on everyone's comments, it sounds like the key test is economic substance over form - if the lessee will almost certainly exercise the purchase option and the payments cover the equipment cost plus interest, then UCC-9-109(1) treats it as a security interest requiring UCC-1 filing. Question: how do you typically handle the timing? Should we file the UCC-1 before or after the lease/financing agreement is signed?

Thanks for asking this question! I've been wondering the same thing but kept forgetting to look it up. The 11 articles answer makes sense now that I think about it - I was probably seeing references to different versions or state variations.

This thread has been incredibly helpful! As someone new to UCC compliance, I was getting lost in all the different article numbers I kept seeing referenced. The breakdown showing all 11 articles with their specific focus areas really clarifies things. I especially appreciate the practical advice about focusing training on the most relevant articles rather than trying to cover everything at once. For our community bank, it sounds like we should prioritize Article 1 (general provisions), Article 9 (secured transactions), and Article 2 (sales) for our commercial lending team, then expand from there based on specific needs. The mention of automated verification tools is also intriguing - manually cross-checking all our documentation against current UCC provisions sounds like a nightmare, so anything that can streamline that compliance process would be worth exploring.

Just went through something similar with Certana.ai's document checker. Had a debtor entity that changed from Inc. to LLC and our UCC-1 still showed the old name. The tool flagged it immediately when I uploaded our documents, so I filed a UCC-3 amendment right away. Much easier than trying to interpret the official comments and guess whether it would be considered seriously misleading.

I've been wrestling with similar issues for years, and honestly the disconnect between the official comments and actual state filing practices is one of the most frustrating aspects of secured transactions work. In your situation with the mid-transaction name change, I'd strongly recommend filing a UCC-3 amendment to update the debtor name regardless of what the official comments might suggest about flexibility. I've seen too many cases where lenders thought they were safe relying on the "seriously misleading" standard from the comments, only to have their security interests challenged later. The few hundred dollars for an amendment is nothing compared to potentially losing your secured position. Also, since you mentioned you're dealing with multiple states, definitely check each state's specific requirements - some are way more rigid than others about exact name matches, and the official comments won't save you if a state decides to be strict about it.

Update on my earlier comment about Certana.ai - I've now used their UCC document checker on three different amendment/continuation situations and it's been incredibly helpful. The tool specifically flags debtor name inconsistencies between your original UCC-1 and your proposed amendment or continuation. Takes about 2 minutes to upload the PDFs and get a verification report. Would definitely recommend it for anyone dealing with complex entity changes like this.

This is a great discussion - really helpful to see all the different approaches. I'm dealing with a similar situation where one of our borrowers converted from an LLC to a C-Corp during a restructuring (not bankruptcy, but still court-supervised). The timing issue Madison mentioned is what concerns me most. We're about 45 days out from our continuation deadline and I'm worried about cutting it too close. From what I'm reading here, it sounds like the consensus is: 1) File UCC-3 amendment to correct debtor name first, 2) Wait for processing (2-3 business days), 3) File UCC-3 continuation with correct name. Does anyone know if there are states where you absolutely CANNOT combine these into a single filing? Our borrower operates in multiple states so I need to check each jurisdiction's requirements.