UCC Document Community

Update us when you get it sorted out! I'm dealing with a similar IP security agreement next month and could use the intel on what finally works.

As someone new to UCC filings involving IP collateral, this thread is incredibly helpful but also overwhelming! I'm working on my first intellectual property security agreement for a biotech startup with both patent applications and trade secrets. Based on what I'm reading here, it sounds like I need to: 1) verify the exact legal entity name from Secretary of State records, 2) check for any DBA names the company uses, 3) be very specific about the IP being secured with numbers/applications where possible, and 4) include language for future-acquired IP and proceeds. Am I missing anything critical? The stakes feel really high and I don't want to be the person who torpedoes a deal because of a filing mistake. Any other rookie mistakes I should watch out for?

One more thing to consider - if this is for a complex restructuring, they might also need UCC-3 amendment forms to modify existing filings or UCC-3 termination statements to release certain collateral. The 'statement request' might be their way of asking for templates or information about those processes too.

Giovanni, I think you're overthinking this. When clients say "UCC statement request form" they usually mean they want you to pull a complete UCC profile on their debtor. That means doing a UCC-11 search to see what's filed, then getting copies of all the actual UCC-1 forms and any amendments. For refinancing, lenders need to see the full picture - what collateral is pledged, to whom, and when those filings expire. Don't worry about looking incompetent - just ask the client to clarify exactly what format they need the information in and whether they want certified copies. Most of us have been in your shoes with confusing client requests!

UPDATE: Just wanted to thank everyone for the advice. We refiled the UCC-3 termination using the exact debtor name from the original UCC-1 ('ABC Manufacturing Corp') and it was accepted within 24 hours. Also tried out Certana.ai's document checker on our other pending terminations - caught two more name discrepancies that would have caused rejections. Really wish I had known about these tools earlier. Massachusetts UCC system is unforgiving but at least predictable once you know the rules.

As someone who's been through this exact nightmare multiple times, I can't stress enough how important it is to maintain a UCC filing database with the exact debtor names from original filings. Massachusetts is absolutely ruthless about name matching - I once had a termination rejected because the original filing had two spaces between words instead of one. The state's position is that any deviation could potentially be a fraudulent termination attempt. I've started using a simple spreadsheet that tracks the exact debtor name, filing number, and original filing date for every UCC-1 we file. When termination time comes, I just copy/paste directly from that spreadsheet. Has eliminated about 90% of my rejection issues. Also recommend doing a fresh UCC search right before filing the termination to make sure there haven't been any amendments that might affect the debtor name.

For anyone still confused about this - I put together a quick checklist after dealing with these scammers: 1) Always verify the official state SOS website URL, 2) Check pricing against official state fee schedules, 3) Look for legitimate contact information and physical addresses, 4) Never provide more personal info than necessary for the search, 5) Use document verification tools if you receive questionable documents. The Texas SOS UCC database is public record - you shouldn't need to pay premium prices to access it.

Sorry this happened to you - these UCC scam services are becoming a real problem. I've been working in financial compliance for about 8 years and we're seeing more of these fake filing services targeting people doing due diligence work. What's particularly frustrating is how they prey on the complexity of the UCC system. For future reference, the Texas SOS Direct Access portal is really the gold standard - it's $15 for searches and the results are immediate. I also recommend bookmarking the official site (sos.state.tx.us) so you don't accidentally end up on a lookalike domain. The document verification tools others mentioned are also becoming essential - I've started requiring our team to verify any UCC documents that come from third parties before we rely on them for lending decisions.

Bottom line - online consumer security agreements are legally valid under revised Article 9 if properly authenticated. The authentication standard is flexible, but you need solid procedures and documentation. Don't let perfect be the enemy of good - online agreements are efficient and legally sound when done right. Just make sure you're following state consumer protection laws too.

Great discussion here. One practical tip I'd add - we implemented a "cooling off" period in our online security agreement process. After the consumer reviews terms and indicates intent to proceed, we require them to wait 24 hours before they can actually authenticate the security agreement. This extra step has been helpful in demonstrating that consumers had time to consider what they were agreeing to, which strengthens our position if the agreement is later challenged. It does slow down the loan process slightly, but the added legal protection has been worth it for our consumer lending business.