Ask the community...
- DO post questions about your issues.
- DO answer questions and support each other.
- DO post tips & tricks to help folks.
- DO NOT post call problems here - there is a support tab at the top for that :)
Join the conversation
Join the conversation
Final thought - next time you're dealing with UCC filings, try uploading your documents to Certana.ai before filing. Their system cross-references corporate names against UCC filings and flags potential issues. Would have saved you this whole citation research project!
Interesting tool! Though I have to say, sometimes these name disputes create good billable hours for us litigators. 😏 But yeah, prevention is definitely better for the clients.
As a newcomer to UCC practice, this thread has been incredibly educational! I'm just starting to handle secured transactions work and the citation formatting was something I wasn't sure about. The discussion about 'Corp.' vs 'Corporation' issues is particularly relevant since I have a similar situation brewing with a client. It's reassuring to see that these abbreviation discrepancies usually don't invalidate filings under the 'seriously misleading' standard. Thanks to everyone for the detailed guidance on both the Bluebook format and the substantive law - this is exactly the kind of practical advice that law school doesn't always cover!
Welcome to UCC practice! You're absolutely right that law school doesn't prepare you for these practical citation issues. One tip I'd add - keep a UCC citation reference handy because you'll be citing these comments frequently in secured transactions work. Also, don't hesitate to reach out here when you run into tricky filing issues. This community is great for real-world guidance on things like debtor name problems, perfection requirements, and priority disputes. The learning curve can be steep but you'll get the hang of it!
Join the conversation
Welcome to commercial lending, Isaac! To add to Keisha's excellent points about red flag language, I'd also suggest standardizing your UCC filing procedures early on. Beyond just having the right authorization language, make sure your team understands the difference between initial UCC-1 filings (no notice required) versus UCC-3 amendments or terminations (which do have notice requirements). I've seen newer lenders get tripped up by mixing these up. Also, consider including a clause in your security agreements that explicitly states "filing of financing statements shall not require additional notice to debtor beyond this agreement" - it's redundant legally but can shut down frivolous challenges quickly. Document your filing procedures in writing so all loan officers follow the same process. This kind of standardization will save you headaches as you grow your equipment financing portfolio.
This is exactly the kind of practical guidance I was hoping for! The distinction between UCC-1 filings and UCC-3 amendments/terminations is particularly helpful - I can see how that could be a common source of confusion. Adding that explicit "no additional notice required" clause to our security agreements sounds like a smart defensive move, even if it's legally redundant. Better to be overly clear than deal with attorney challenges later. I'm definitely going to work with our legal team to review our current loan document templates and create those standardized procedures you mentioned. Thanks for taking the time to share your experience - it's invaluable for someone just starting in this space!
As someone new to this community but with a background in banking compliance, I wanted to chime in with a slightly different perspective. While everyone's absolutely right that UCC-1 filings don't legally require separate debtor notification, I've noticed some lenders are starting to send courtesy notices anyway - not for legal compliance, but for customer relationship management. We've found that a simple "FYI, we filed a UCC-1 to perfect our security interest as authorized in your loan agreement" email actually reduces confusion and prevents exactly the kind of situation Aisha is dealing with. It costs us nothing to send and eliminates borrower surprises during refinancing. Just a thought for those looking to be proactive rather than reactive on this issue. The law is definitely on your side, but sometimes good customer service prevents problems before they start.
That's a really thoughtful approach, Anita! I love the idea of turning this into a customer service opportunity rather than just a legal compliance issue. A simple courtesy notification could definitely prevent the kind of confusion and attorney challenges we're seeing here. It's such a low-cost way to maintain transparency with borrowers and probably builds trust in the relationship. I'm curious - do you send these notices immediately after filing, or do you batch them with other loan communications? Also, have you noticed any reduction in refinancing delays or attorney objections since implementing this practice? This seems like something worth discussing with our customer relations team.
Join the conversation
Great thread - really helpful info here! One additional consideration for NY UCC filings: make sure you're clear on the collateral description. NY DOS will reject filings if the collateral description is too vague. For restaurant equipment and inventory, I usually include specific categories like "kitchen equipment, dining room furniture, food inventory, beverages, point-of-sale systems" rather than just "all equipment and inventory." The more specific you can be without being overly restrictive, the better your chances of acceptance and proper perfection.
This is really good advice! I've seen filings get rejected for descriptions like "all personal property" being too broad. Being specific about categories helps both with acceptance and later enforcement. Do you have any guidance on how detailed to get with inventory descriptions? Like should you specify "raw food ingredients, prepared foods, alcoholic beverages" or is just "food and beverage inventory" sufficient?
@Andre Rousseau For restaurant inventory in NY, I typically go with food "inventory, beverage inventory including alcoholic beverages, supplies and consumables rather" than getting too granular. The key is being specific enough that someone searching can understand what s'covered without creating categories that might exclude items. I also always include and "all proceeds thereof at" the end of any collateral description to catch insurance payouts or sale proceeds. The NY DOS form has decent space for collateral descriptions so you re'not as cramped as some other states.
One thing I'd add for NY restaurant UCC filings - don't forget about after-acquired property clauses if the restaurant will be adding equipment or inventory after your initial filing. The standard language "and all after-acquired collateral of the same or similar type or description" can save you from having to file amendments every time they buy new equipment. Just make sure your security agreement supports it. Also, if the restaurant has multiple locations in NY, you might want to consider whether location-specific descriptions help with identification, though it's not required for perfection purposes.
Great point about after-acquired property! I learned this lesson when a restaurant client kept buying new equipment and we had to keep amending the UCC-1. The after-acquired property language definitely saves headaches down the road. For multi-location restaurants, I usually include something like "located at various addresses in New York State" rather than listing specific addresses, since locations can change but the filing stays valid as long as it's still in NY. @Aisha Ali do you find NY DOS has any issues with that kind of general location description?
Join the conversation
Another vote for using document verification tools. Used Certana.ai's checker on a complex multi-state UCC termination project and it caught several inconsistencies across different filings that would have caused major headaches.
This thread has been incredibly helpful! As someone new to UCC filings, I had no idea how critical exact name matching was for terminations. The verification tool recommendations are particularly valuable - it sounds like using something like Certana.ai could save a lot of headaches by catching these discrepancies before filing. @Zainab, it seems like your best bet is to pull up that original 2019 UCC-1 filing and use "SunPower Corporation" exactly as it appears there, ignoring what's on the payoff docs. Thanks everyone for sharing your experiences with these name consistency issues!
Welcome to the community! You've captured the key takeaway perfectly - exact name matching is absolutely critical for UCC terminations. I learned this the hard way on my first few filings. The verification tool approach that multiple people mentioned seems like a game-changer for catching these issues upfront. @Zainab Ismail, definitely go with the original UCC-1 spelling and hopefully that resolves your termination headaches!
Kevin Bell
Thanks everyone for the detailed responses - this is exactly what I needed! I'm particularly concerned about the commercial reasonableness aspect given the loan amount. We've been working with the same auction house for equipment sales for years, but I want to make sure we can document that we shopped around for the best option. Does anyone have experience with how courts evaluate whether you got adequate marketing for manufacturing equipment? The equipment is specialized CNC machinery, so the buyer pool is somewhat limited. Should we be looking at trade publications or industry-specific auction sites beyond the general business publications?
0 coins
AstroAdventurer
•For specialized CNC machinery, you definitely want to cast a wide net with marketing to show commercial reasonableness. I'd recommend advertising in industry-specific publications like Modern Machine Shop, Manufacturing News, or CNC West if you're in that region. Online platforms like Machinery Trader, BidSpotter, and even EquipNet can reach specialized buyers. Since the buyer pool is limited, document your research showing you identified the key channels where CNC buyers actually look. I'd also suggest getting at least one independent appraisal from someone familiar with that specific type of manufacturing equipment - it helps establish baseline value and shows you did your homework. The fact that you've used the same auction house for years could actually work in your favor if you can document their track record with similar equipment sales.
0 coins
Kendrick Webb
•One additional consideration for CNC machinery - these assets often have software licenses and proprietary tooling that may not transfer with the equipment sale. Make sure your sale notice clearly describes what's included and excluded to avoid post-sale disputes. I've seen buyers claim the sale was commercially unreasonable because they thought they were getting licensed software that wasn't actually transferable. Also, if any of the CNC equipment requires specialized installation or has environmental requirements (like three-phase power, climate control), mention this in your marketing materials. Buyers who understand the full scope of what they're purchasing are more likely to bid appropriately, which supports your commercial reasonableness argument.
0 coins
Carmella Fromis
As someone new to UCC enforcement, this thread has been incredibly helpful! I'm curious about one aspect that hasn't been fully addressed - what happens if you discover additional secured parties after you've already sent the initial notices but before the actual sale date? Do you need to restart the notice period, or can you send supplemental notices to the newly discovered parties while keeping your original sale timeline? Also, for manufacturing equipment like CNC machinery, are there any specific insurance considerations during the notice period? I assume the collateral needs to remain properly insured until the sale is completed, but I'm wondering who typically bears responsibility if something happens to the equipment between notice and sale.
0 coins