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Bottom line: unless the lessor can point to a specific exclusion in 9-109(d) that applies to their transaction, they're probably wrong about Comment 2. Most equipment financing falls squarely within Article 9 scope, and Comment 2 doesn't change that fundamental reality.
Thanks, that's the conclusion I was reaching too. I think they're misreading Comment 2 as creating exclusions rather than just explaining existing ones.
Definitely push for specificity. If they can't cite a particular exclusion, they're probably just trying to avoid filing requirements.
As a newcomer to UCC practice, this thread has been incredibly helpful in understanding the Comment 2 analysis. I'm seeing a pattern here where the key issue isn't what Comment 2 says, but rather ensuring the underlying transaction analysis under 1-203 is done properly first. It sounds like many lessors try to use Comment 2 as a shortcut to avoid the fundamental lease vs. security interest determination. Would it be fair to say that Comment 2 is essentially a "these are the rare exceptions" guide, and for typical equipment financing deals, you still need to do the basic economic substance analysis regardless of how the parties label the transaction?
That's exactly right, Taylor! You've identified the key insight that many practitioners miss. Comment 2 is really a "here's why certain unusual transactions are excluded" explainer, not a general escape hatch from Article 9. The fundamental 1-203 analysis always comes first - you have to determine whether you're dealing with a true lease or a disguised security interest based on economic substance. Only after you've established that there IS a security interest do you then look at whether any of the 9-109(d) exclusions apply. Most equipment financing deals fail to meet any of those narrow exclusions, so they end up squarely in Article 9 territory regardless of what the lessor wants to call them.
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This is incredibly helpful! I'm actually in a similar situation with a DC filing coming up next month for a tech startup. One quick question - does the OneStop portal let you save drafts and come back to them later? I'm coordinating with multiple parties and might need to pause the filing process to get additional information before submitting. Also, has anyone dealt with filings where the debtor has recently changed their business name? Wondering if there are any special considerations for that scenario in DC.
Yes, the OneStop portal does allow you to save drafts! Just make sure to hit the save button regularly - I learned that the hard way when I lost work due to session timeouts. For name changes, you'll want to use whatever name is currently on file with DCRA's business registration system, not the old name. If the name change is very recent, I'd recommend calling DCRA to confirm their records are updated before filing. Sometimes there's a lag between when businesses file name changes and when it shows up in their UCC system.
As someone who's been doing secured transactions work in DC for about three years now, I can confirm everything mentioned here is accurate. One additional tip I'd offer - if you're working with a small consulting firm like you mentioned, make sure you verify their business registration status is current before filing. DC will sometimes reject UCC filings if the debtor's business license has lapsed or isn't in good standing. You can check this through the same DCRA portal before you start the UCC filing process. Also, for accounts receivable as collateral, consider whether you need to be more specific about what types of receivables you're securing - some lenders prefer to distinguish between existing receivables versus future receivables in their collateral description. Good luck with your filing!
That's a really important point about checking business registration status first! I hadn't thought about that potential rejection reason. For the accounts receivable collateral description, would something like "all accounts receivable, whether now existing or hereafter arising" be sufficient, or do you think DC prefers more detailed language? I want to make sure I cover both current and future receivables without being too vague for their standards.
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As someone new to UCC filings, this thread has been incredibly educational! I've been intimidated by all the form fields and terminology, but it's reassuring to see that even experienced filers get confused by legacy language like these coupon references. The key takeaway seems to be focusing on what actually matters - accurate debtor information, proper collateral descriptions, and correct filing numbers - rather than getting stuck on obsolete form elements. Thanks to everyone who shared their experiences and especially to Ella for calling the SOS office directly!
Welcome to the community! This thread really shows how helpful it is to have experienced practitioners share their knowledge. I'm also relatively new to UCC work and found myself overthinking similar form elements. It's good advice to focus on the core requirements first - I've learned that the filing offices care much more about getting the essential elements right than filling in every optional field. The document verification tools mentioned here sound interesting too for catching those critical name and number matching issues.
This is exactly the kind of practical insight new UCC filers need! I'm just getting started with secured transactions work and was also getting overwhelmed by all the different form fields across various states. It's really helpful to see the community consensus that these coupon fields are just legacy remnants. I'm definitely going to bookmark this thread as a reference - the advice about focusing on debtor name accuracy, collateral descriptions, and filing number consistency seems like the real foundation. Thanks everyone for sharing your experiences and creating such a supportive learning environment for newcomers like me!
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I'm dealing with this exact same situation right now! Got a letter from "UCC Filing Services" yesterday demanding $89 for a "required UCC statement verification" for my small plumbing business. The letter looks so official with government-style formatting and mentions penalties for non-compliance, but after reading all these responses I'm convinced it's a scam. What really helped me was everyone pointing out that legitimate UCC filings come from actual creditors you have relationships with - since I haven't taken any equipment loans or secured financing, there shouldn't be any UCC filings against my business in the first place. I'm going to check my state's Secretary of State website directly instead of falling for their inflated fees. Thanks everyone for sharing your experiences - it's reassuring to know I'm not the only new business owner dealing with these predatory tactics!
@Caleb Stone You re'absolutely making the right call! As someone who just went through this same panic with my auto repair shop, I can tell you that checking the state database directly is the way to go. Like you said, if you haven t'taken equipment loans or secured financing, there really shouldn t'be any UCC filings to worry about. The fact that these scam companies use such similar tactics - official letterhead, urgent penalty language, inflated fees around $87-95 - just shows how widespread this scheme is. It s'really frustrating how they prey on new business owners like us who are already trying to navigate so many compliance requirements. Stay strong and trust your instincts!
I just wanted to add my voice to this conversation as another new business owner who recently dealt with a similar UCC statement request form scam. Got a letter from "National UCC Registry" about three weeks ago demanding $92 for a "mandatory business filing verification" for my small marketing consultancy. The letter had all the same red flags everyone's mentioned - official-looking design, urgent 30-day deadline, threats of penalties, and that inflated fee that's way higher than actual state filing costs. What really helped me was doing exactly what others have suggested here - I went straight to my state's Secretary of State website and did a UCC search myself for just $7. Found absolutely nothing, which makes sense since I'm a solo consultant with no equipment loans or secured debts. It's incredible how these predatory companies systematically target new business owners who don't yet understand how UCC filings actually work. Reading everyone's experiences here really validates that trusting our instincts about these suspicious letters is the right approach. Thanks to this community for helping expose these scams!
Libby Hassan
Bottom line: get your collateral description fixed with specific equipment categories, ignore the UCC 1-308/1-103 stuff for filing purposes, and file your continuation early. You'll be fine.
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Leo McDonald
•Perfect summary. Thanks everyone for clearing up my confusion.
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Libby Hassan
•No problem. We've all been there with UCC filing confusion.
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Landon Flounder
As a newcomer to UCC filings, this thread has been incredibly helpful! I'm dealing with a similar situation where I'm trying to perfect a security interest in restaurant equipment worth about $400K. Reading through all these responses, it's clear I need to focus on Article 9 requirements rather than getting distracted by general UCC provisions. The advice about being specific with collateral descriptions makes total sense - I was planning to use broad language but now I'll list "commercial kitchen equipment including ovens, refrigeration units, prep tables" etc. Also definitely going to check out that Certana.ai verification tool before filing. Better to catch errors early than deal with rejections later!
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Isabella Santos
•Welcome! This thread has been a real eye-opener for me too. I'm new to secured transactions and was making similar mistakes with UCC sections. One thing I learned from reading everyone's responses is that the filing office requirements are completely separate from the substantive law provisions. For your restaurant equipment, you might also want to consider whether any of the equipment could be considered "consumer goods" if the restaurant is owner-operated - that could affect your perfection requirements. Also, make sure your debtor's legal name exactly matches their organizational documents. I made that mistake on my first filing and had to refile everything. The community here is really helpful for newcomers like us!
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Rami Samuels
•Welcome to the community, Landon! This is exactly the kind of practical discussion that makes this forum so valuable. Your restaurant equipment scenario is a great example of why specificity matters in UCC filings. I'd echo what others have said about checking for fixtures - things like exhaust hoods, built-in freezers, or hardwired equipment might need special consideration. Also, since you're new to this, I'd recommend keeping a detailed inventory of all the equipment with model numbers and serial numbers if possible. It'll help if you ever need to file amendments or deal with disputes down the road. The verification tool suggestion is spot-on too - I wish I'd known about tools like that when I was starting out. Would have saved me from several costly mistakes!
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