UCC Document Community

Thanks everyone for all the advice. I'm going to start with organizing all my documentation properly and then approach the acquiring bank's legal department with a formal written request. If that doesn't work within 30 days, I'll file a complaint with the state banking regulator. Really appreciate all the different perspectives on this - I had no idea there were so many potential approaches to the problem.

One thing I'd add is to check if your state has a specific statute of limitations on how long UCC filings remain effective. In most states, UCC-1 filings lapse after 5 years unless a continuation statement is filed. Since your loan was from 2017 and it's now 2025, the filing might actually be expired already, which could simplify your refinancing situation. Your new lender should be able to verify this, and an expired filing typically doesn't need a formal termination. Worth checking before you go through all the hassle of tracking down the acquiring bank.

Sounds like you've got a solid plan forming. Entity conversion = new UCC-1, careful debtor name verification, broad collateral description for manufacturing inventory, and continuous perfection timing. The key is executing it all flawlessly with that loan amount at stake.

One additional consideration for your manufacturing client - if they have any equipment subject to federal regulations (like FDA equipment for medical devices or OSHA-regulated machinery), make sure your collateral description doesn't conflict with any regulatory restrictions on transfers or liens. I've seen UCC filings challenged where the collateral was subject to special federal oversight. Also, given the substantial loan amount, you might want to consider getting a UCC search done immediately before filing to see what other liens are already on record against both the old LLC and new corporation entities.

Update: I ended up doing searches under 5 different name variations and found two existing UCC-1 filings I would have missed. One was under the company's old name before they changed it, and another was under an abbreviation. Both are still active. Thanks for all the advice - definitely saved me from a major headache!

This thread is incredibly valuable for anyone doing UCC searches! I'm relatively new to this and just wanted to add that NY also allows for wildcard searches using the asterisk (*) symbol, which can help catch variations you might not think of. For example, searching "ABC Company*" would find "ABC Company Inc", "ABC Company LLC", "ABC Company Incorporated", etc. Just be prepared for a lot of results to sort through, but it's another tool in the toolkit for comprehensive searches.

I'm in a similar boat with an MCA UCC lien that's blocking my SBA loan application. The bank won't proceed until the lien is resolved. Did you find any specific resources for dealing with MCA companies who won't cooperate on correcting or terminating defective filings?

The name variation issue you mentioned is actually a huge red flag that could work in your favor. UCC-1 filings require the exact legal name of the debtor as registered with the state - even minor spelling differences can render the entire filing invalid. I'd strongly recommend pulling your official business registration documents and comparing them character-by-character with what the MCA company filed. If there's any discrepancy, you may have grounds to challenge the entire lien. Also, that "all assets" collateral description is problematic - UCC law requires reasonable identification of collateral, and courts have ruled that overly broad language like this can make filings unenforceable. Many MCA companies count on business owners not knowing these technical requirements. Don't let their daily payment demands pressure you into accepting a potentially invalid lien claim.

Update us when you get this sorted out. Always helpful to hear how these PR filing issues get resolved.

As someone who's been handling UCC filings across multiple jurisdictions for over a decade, I can't stress enough how important it is to get the debtor name exactly right in Puerto Rico. The Estado Libre Asociado system is particularly unforgiving when it comes to name variations. I'd recommend ordering a certified copy of the corporate charter directly from the PR Department of State - don't rely on what you think the name should be based on loan documents or other paperwork. Also, given that you mentioned this is equipment financing with a continuation coming up, make sure you're tracking the filing date carefully. PR's electronic system has improved but I've seen processing delays that could put you dangerously close to your deadline. Better to file early and be safe than sorry with that much collateral at stake.