UCC Document Community

For future reference, keep a backup plan for critical searches. I maintain a spreadsheet with all our frequent debtors and their recent search dates. When the portal is down, at least I know how current my last search was and can assess the risk of proceeding without a fresh search.

For immediate relief on your $2.8M deal, I'd recommend trying the Michigan Business Portal (https://cofs.lara.state.mi.us) as an alternative entry point - sometimes when the main UCC search portal is down, you can still access searches through the business entity lookup section. Also, consider reaching out to title companies in your area who might have direct API access to the database. We've had luck with First American and Old Republic when we're in a pinch. They can often run searches same-day even when the public portal is having issues. Just make sure to factor the additional cost into your closing expenses.

Bottom line - UCC release = UCC-3 termination statement. Get a copy when it's filed. Verify it matches your original UCC-1 details. Don't let the lender drag their feet. You've got this!

Great thread everyone! Just wanted to add one more practical tip - if your lender is being slow with the termination filing, you can actually search the Secretary of State database yourself to monitor when it gets filed. Most states have online UCC search portals where you can check by your company name or the original filing number. I usually check weekly after loan payoff until I see the termination show up. Also helps you catch any errors in the filing before they become bigger problems later.

This is a great discussion. I've encountered UCC 1-308 a few times in asset-based lending deals and it's exactly as others have described - it's about performance under reservation of rights, not about escaping secured transaction obligations. What I've found helpful is to document in the loan file whenever a borrower uses this notation, along with a brief explanation of what rights they claim to be reserving. This way if any issues come up later during the loan term, we have a clear record of their stated position from the beginning. It doesn't change our UCC-1 filing procedures or perfection analysis, but it's good practice for loan administration purposes.

Your supposed to reserve your rights whenever signing a contract....when you sign a ticket with this you turn it in to a contract very powerful

Thanks everyone, this is really helpful. I'm going to start with the exact legal name from their articles of incorporation and try a few variations. The Certana tool sounds useful for making sure I don't miss anything important on a deal this size.

One thing I learned the hard way - always get a UCC search certificate or lien waiver from the seller as part of your closing documents. Even if your search comes back clean, having them formally represent that there are no undisclosed liens gives you some legal recourse if something pops up later. For $180K in equipment, it's worth the extra paperwork to protect yourself.

Thanks everyone for the help! Sounds like Ohio is definitely the right choice. Going to pull their corporate docs tomorrow and get this filed. Appreciate all the advice about double-checking that debtor name - definitely don't want to deal with a rejection.

One thing I'd add - make sure to check if the debtor has any registered office changes or amendments filed after their original incorporation. Sometimes companies move their principal place of business but don't update their registered office, which can affect which state you need to file in. Ohio's SOS website has a pretty good search function where you can look up the entity and see all their current filings. Also worth noting that Ohio charges $40 for electronic UCC-1 filings, so factor that into your costs. Good luck with your first filing!