UCC Document Community

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.

This thread is making me paranoid about our PMSI procedures. Going to audit all our recent equipment financings to make sure we didn't miss any deadlines. Better safe than sorry when the priority consequences are this severe.

This is a painful but valuable lesson for all of us in equipment financing. The 20-day PMSI deadline is absolutely rigid - courts won't give you any wiggle room even if you're just a day late. I've seen too many lenders get burned by treating PMSI filings like regular secured transactions. The super-priority protection is incredible when you get it right, but the consequences of missing the deadline are brutal. For anyone reading this, consider implementing a delivery notification requirement in your loan agreements and file your UCC-1 within 10 days of funding to give yourself a buffer. The PMSI rules are designed to reward diligent lenders, not forgiving ones.

Wow, there's so much more to this than I realized. Are there any good resources for learning more about UCC filing requirements? I feel like I need to understand this stuff inside and out.

One thing I'd add for Maria and other newcomers - don't underestimate the importance of search reports before filing. Running a UCC search on your borrower helps you see what other liens are already out there and where you'll stand in the priority chain. It's also smart to do a final search right before closing to make sure no surprise filings popped up. I've seen deals where lenders assumed they'd be in first position only to discover a surprise tax lien or another creditor filed between the initial search and closing.