UCC Document Community

Update: Ended up using that document verification tool someone mentioned and it caught two issues - LLC name had an extra period that wasn't in our security agreement, and the collateral description was slightly different between docs. Fixed both issues and filed successfully. Thanks for the advice everyone, especially about not overthinking the strawman angle.

This is a great example of why document accuracy is so critical in UCC filings. I've seen lenders get burned by assuming they know the correct debtor name without doing proper verification. The strawman concern is valid from a risk perspective, but as others mentioned, the UCC filing itself should follow your security agreement exactly. One thing I'd add - if you're dealing with equipment financing and the borrower created an LLC specifically for this transaction, make sure you understand the full ownership structure. Sometimes these arrangements involve multiple related entities and you might need to consider filing against more than one debtor to fully protect your interests.

Final thought - double check that your UCC-3 termination forms are using the most current version. States sometimes update forms and old versions can cause processing issues.

This is a really comprehensive thread with lots of good troubleshooting ideas. As someone new to UCC filings, I'm wondering - is there a standard checklist or best practices document for ensuring terminations process correctly? It sounds like there are multiple potential failure points (name matching, filing numbers, form versions, secured party changes, etc.) and it would be helpful to have a systematic approach to avoid these issues from the start.

Update please! Did you get the termination filed? I'm dealing with something similar and would love to know how it worked out.

This is a frustrating but unfortunately common issue in commercial lending. I've been dealing with UCC filings for over 15 years and I'd estimate about 20% of refinancing deals have some kind of termination problem with the previous lender. Here's my recommended approach: First, gather every piece of documentation you have - payoff letter, wire transfer records, loan satisfaction documents, anything that proves the debt was extinguished. Then send a certified letter to the original lender's UCC department (not just customer service) with copies of everything and a demand for immediate termination filing. Give them exactly 15 business days and make it clear you'll escalate to state banking regulators if they don't comply. Most importantly, don't let this kill your current deal - consider getting a subordination agreement or indemnification from your borrower while you sort this out. The key is creating a paper trail that shows you acted diligently to protect your lien position.

One more thing to consider - if this debtor ends up in bankruptcy, both your UCC lien and the judgment lien could face challenges from the trustee. But that's a bridge to cross if you come to it. For now, just focus on maintaining your perfected security interest through the continuation filing.

Just want to emphasize what others have said about timing - don't delay that UCC-3 filing! I've seen too many secured parties lose their perfection because they got distracted by side issues like judgment liens and missed their continuation deadline. Your 18-month priority window over the judgment lien is solid, but it won't matter if your UCC-1 lapses. File the continuation first, then deal with any other complications afterward. The judgment lien is really a separate issue from maintaining your Article 9 security interest.

UPDATE: Talked to our Colorado attorney this morning and he confirmed that comma differences in LLC names are generally not considered seriously misleading under Colorado UCC law. He's preparing a letter to the title company with citations to relevant cases. Fingers crossed they'll accept it and we can avoid the amendment route entirely. Thanks everyone for the suggestions!

This is such a common issue that drives everyone crazy! I've seen this exact scenario play out dozens of times with LLC name variations. One thing that might help while you're waiting on the attorney's letter - ask the title company if they'll accept an estoppel certificate from the borrower stating that both name versions refer to the same legal entity, along with copies of the LLC's articles of organization and any amendments. Sometimes that extra documentation gives title companies the comfort they need to move forward, especially when combined with the legal opinion about Colorado's "seriously misleading" standard. Also, if the closing is really time-sensitive, you could potentially close with the UCC as an exception and handle the termination post-closing with a holdback - though I know that's not ideal for anyone involved.