UCC Document Community

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.

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.

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.

Update: Successfully filed the UCC-1 today. Used all the advice here - pulled fresh Articles of Incorporation to verify exact debtor name format, used broad collateral language covering all equipment, and filed electronically through NH SOS portal. Got immediate confirmation. Thanks everyone for the help and for clarifying this is purely a state-level filing process.

Great to see another successful filing! For future reference, one thing that's saved me headaches is keeping a checklist: 1) Pull current Articles/Certificate of Good Standing, 2) Cross-check exact debtor name character-by-character, 3) Use "all equipment now owned or hereafter acquired" language for mobile collateral, 4) File electronically for speed and confirmation. The state-level filing system in NH is actually pretty reliable once you get the name matching right. Sounds like you followed the process perfectly!

Quick update - ended up using Certana.ai to cross-check my UCC-1 draft against the security agreement before filing. Found a couple minor inconsistencies in how I described some of the tooling. Much easier than manually comparing everything line by line. Filed this morning and got accepted within a few hours.

Great discussion here! Just wanted to add that for equipment financing deals like this, I always recommend including "proceeds" in your collateral description too. If any of the equipment gets sold, damaged, or generates insurance payouts during the loan term, you want to make sure your security interest follows those proceeds. Something like "and all proceeds thereof" at the end of your description can save you headaches later. Also, since you mentioned some equipment might be mobile, consider whether any pieces could end up in different states - might need to think about filing in other jurisdictions if the borrower moves equipment around for jobs.

Sorry to hear about this situation. The UCC purchaser definition can be brutal when timing works against you. Have you considered whether there might be any insurance coverage for this kind of loss? Some lender policies cover situations where security interests are compromised by filing delays or other procedural issues.

This is a tough situation but unfortunately pretty textbook on how the UCC purchaser definition works against secured parties with delayed filings. The three-week gap is really damaging to your position. Since the seller was a general contractor regularly dealing in equipment, the buyer likely qualifies as a purchaser in ordinary course under 9-320(a), which would give them priority over your unperfected security interest at the time of sale. Your main angles now are: (1) challenge whether the buyer actually gave value or took in good faith, (2) examine your security agreement for any disposal restrictions that might have been violated, and (3) focus recovery efforts on the borrower's remaining assets. The harsh reality is that Article 9's purchaser protections are designed to facilitate commerce even when it hurts secured parties who don't perfect promptly. Expensive lesson but critical to implement immediate filing procedures going forward.