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For anyone still struggling with this, I found that calling the Secretary of State filing office directly can sometimes help. They can't give legal advice but they can tell you if your proposed language is likely to be rejected based on common issues they see. Saved me a lot of time and filing fees.
I just asked if there were common rejection reasons for collateral descriptions and if they had any guidance documents. Most were actually pretty helpful.
This is good to know. I've been too intimidated to call them directly but sounds like it's worth trying.
This is such a timely discussion! I'm a newcomer here but dealing with similar UCC filing headaches for a client's working capital facility. The evolution of filing office standards has definitely caught a lot of practitioners off guard. One thing I'd add is to pay attention to the specific UCC Article 9 definitions when drafting your collateral description. Terms like "equipment" and "inventory" have very specific legal meanings that filing offices are starting to enforce more strictly. Also, if you're dealing with intellectual property, some states now want you to be more explicit about whether you mean patents, trademarks, copyrights, or trade secrets rather than just saying "general intangibles." The landscape has definitely gotten more complex, but threads like this are incredibly helpful for navigating these changes.
Welcome to the community! You're absolutely right about the Article 9 definitions becoming more important. I've noticed the same trend with IP classifications - we had a filing rejected last year because we used "intellectual property" instead of specifically listing "patents, trademarks, and copyrights." It's frustrating how much more technical these descriptions have become, but at least we're all learning together. Have you found any particular states that are more strict than others about these definitions?
To the original poster - definitely file that corrective amendment for the name issue. And maybe consider small claims court against the scam service if they're local. You shouldn't have to eat that $450 loss for their incompetent work, especially since they created a potential legal problem with the incorrect debtor name.
This whole thread is eye-opening - I almost fell for one of these services last week! They were advertising on LinkedIn claiming to be "certified UCC filing specialists" and wanted $395 for a simple continuation. Something felt off about their pushy sales tactics, so I ended up going directly to my state's Secretary of State website instead. Filed it myself in about 20 minutes for the $15 state fee. The online portal was actually really straightforward - they have dropdown menus for everything and clear instructions. I can't believe these scammers are charging 20-30x the actual cost for what's basically just copy-pasting information into a web form.
Whatever you do, don't let the factor file their UCC-1 without resolving the bank issue first. I've seen borrowers get called into default for violating negative pledge clauses. Even if you sort it out later, the technical default can trigger acceleration or other penalties.
Yeah banks can be real jerks about technical defaults even when you fix the problem.
Just a quick update - talked to our bank this morning and they're actually open to the factoring arrangement. They want to review the factor agreement and may require some modifications to their UCC-1 filing, but it sounds workable. Thanks everyone for the guidance, especially about checking the negative pledge clause first.
That's awesome! I'm actually dealing with a similar situation right now and was worried my bank would be difficult about it. This gives me hope that a direct conversation might work better than I expected. Did they mention any specific terms they want in the factoring agreement?
Thanks everyone for clarifying this. I feel much more confident about moving forward with the UCC-3 amendment approach. Really appreciate the detailed explanations!
Just wanted to add from my experience - make sure your bank's legal team reviews the UCC-3 amendment before filing. I've seen cases where lenders had specific language requirements that weren't obvious from the standard forms. Also, if you're in a state that allows electronic filing, that can speed up the process significantly compared to paper filings. The $180K in equipment value you mentioned should definitely be properly secured, so getting this right is crucial for both you and your lender.
Great point about involving the bank's legal team! I'm new to UCC filings and hadn't considered that lenders might have their own specific language requirements beyond the standard forms. For the electronic filing - is there a significant time difference between electronic and paper submissions? And does electronic filing reduce the chance of rejection due to formatting issues?
QuantumQuester
UPDATE: For anyone following this thread, I called the RI UCC office and they confirmed my filing is in the system and valid, just not showing up in online search due to 'indexing issues.' They're working on fixing it but no timeline. Getting a certified copy sent to the bank to move forward with the loan closing.
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Liam Fitzgerald
•Glad you got it sorted out. For future filings, definitely consider using that document verification tool I mentioned earlier - catches potential issues before they become problems like this.
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Keisha Williams
•This is exactly why I always request certified copies immediately after filing important UCCs. State databases are too unreliable for critical deals.
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Hannah Flores
I've been practicing UCC law for about 8 years now and RI is notorious for these database hiccups. What's really frustrating is that their system seems to go down right when you need it most - always during critical financing deadlines! I've learned to build in extra buffer time for RI filings specifically. One trick that sometimes works is clearing your browser cache completely and trying the search again with a different browser. Their search function seems to have issues with cached data. Also, if you have the debtor's exact legal entity name from their formation documents, try searching with that exact formatting including any commas or abbreviations. The RI system is extremely literal about name matching.
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