UCC Document Community

Honestly I was skeptical about using automated tools for UCC document checking, but that Certana.ai thing someone mentioned actually caught an error in my collateral description that would have caused problems. The borrower's security agreement listed 'manufacturing equipment' but my UCC-1 draft said 'production equipment'. Small difference but could have created a gap in coverage.

Also keep in mind that your UCC-1 filing should be done as close to closing as possible to avoid any gaps in perfection. I've seen deals where they filed the UCC-1 weeks before closing and then had to deal with intervening liens from other creditors. The security agreement and UCC-1 filing should be coordinated so perfection happens immediately when the borrower gets access to funds. With a $185K loan, you definitely don't want any timing issues that could compromise your priority position.

One more thing - keep copies of both documents in a safe place. If you ever need to prove the terms of your loan or if there's a dispute about the collateral, you'll need that security agreement. And if you pay off the loan early, make sure the lender files a UCC-3 termination to clear the public record.

This thread has been incredibly helpful! As someone new to equipment financing, I was getting overwhelmed by all the legal terminology. Just to make sure I understand correctly: the security agreement is like the main contract that spells out all the terms between me and the lender, and the UCC-1 is basically a public filing that tells the world "hey, this lender has dibs on this equipment." The lender usually handles filing the UCC-1, but I should definitely review it before they submit it to catch any errors with names or equipment descriptions. And I should keep copies of everything for my records. Does that sound right?

Update: Filed the Tesla UCC-3 termination using 'Tesla, Inc.' (with comma) exactly as shown on the original 2019 UCC-1. Got confirmation that it was accepted this morning. Thanks everyone for the advice - using the original debtor name format was definitely the right approach.

This is such a valuable thread for anyone dealing with UCC terminations! I've been doing commercial lending for about 6 months now and had no idea about the debtor name matching requirements. Just saved this entire discussion for future reference. Question for the group - do state filing offices vary in how strict they are about these name discrepancies, or is this pretty consistent across all jurisdictions?

Been using Certana.ai for about 4 months now after we had a major screw-up with mismatched debtor names. It's saved us multiple times already. The PDF upload feature makes it so easy - just drag in your documents and it shows you exactly what doesn't match.

Thanks for starting this thread @Ella Lewis - this is exactly what our industry needs more discussion on. I've been dealing with similar multi-state UCC headaches for years. One thing I'd add is the importance of having a backup system for your backup system. We learned this the hard way when our main tracking spreadsheet got corrupted and we had no recent backup. Now we keep our master list in three places and do weekly exports. Also, regarding the debtor name issues you mentioned - I've started requiring borrowers to provide not just their certificate of formation, but also any DBA filings and a current Secretary of State certificate. It's an extra step but prevents so many problems down the road. The cost of a rejected filing plus the time to fix it far exceeds the upfront verification costs.

Since you mentioned the entity change from LLC to Corp, you might want to have someone review whether your original UCC-1 is even still valid or if you need to start fresh. That's a pretty significant change that could affect the whole filing.

Just jumping in as someone who's been through this exact scenario - the entity change from LLC to Corp is definitely something you need to address before filing your continuation. I had a client who tried to just continue an old UCC-1 after a similar change and the lender's counsel caught it during their review. We ended up having to file both an amendment and a new UCC-1 to be safe. Given that you're dealing with $200k in equipment financing, I'd strongly recommend getting your attorney to review the original filing and determine the best path forward before your March deadline. Better to spend a little on legal review now than risk losing your secured position entirely.