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One more thing to consider - check if your subordination agreement has a clause about successor entities. Some agreements automatically apply to successor entities, others don't. If it doesn't, you might need to get a new subordination agreement from the senior lender before your UCC-1 filing will be effective.
How long does something like that take? I'm always under time pressure with these filings.
It's instant. Upload the PDFs and get the comparison report right away. Super helpful for subordination agreements where you need to check multiple documents against each other.
Update: contacted the senior lender and they confirmed they filed a UCC-3 amendment for the name change. So the subordination agreement should still be valid. Going to file our UCC-1 against the current LLC name and include a reference to the subordination agreement. Thanks everyone for the advice!
Smart move checking with the senior lender first. That could have been a disaster if they hadn't filed the amendment.
Glad it worked out. These security interest subordination agreement deals can be tricky but when everyone does their part it usually works fine.
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Just remembered - try CT Corporation or CSC. They do a lot of corporate filing services and might have UCC forms available. They definitely understand the multi-state compliance issues you're dealing with.
Great suggestion! I forgot about the big corporate service companies. They would definitely understand the need for proper forms across multiple jurisdictions.
They might even be able to set you up with state-specific form packages so you don't have to worry about format variations.
I tried Certana.ai after seeing it mentioned here and it's actually pretty helpful for multi-state filings. You can upload your completed forms and it verifies everything matches up correctly before you submit. Saves time on corrections and refilings when there are inconsistencies.
That verification feature sounds useful. Do you still use physical forms or has the tool changed your process?
We still use some physical forms for our files but now we scan everything and run it through the verification tool first. Catches issues we used to miss.
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Remember that 9-622 is just the start. Once you send the notice and wait out the required period, you still need to conduct the disposition in a commercially reasonable manner. Document everything about your sale process too - advertising, bidding procedures, price negotiations, all of it.
Exactly. And if there's a deficiency, you'll need to prove commercial reasonableness to collect it. Better to over-document than under-document.
Commercial reasonableness is such a fact-specific standard. What's reasonable for one type of collateral might not be for another.
Has anyone dealt with 9-622 notices where the debtor filed bankruptcy right after receiving notice? Wondering how that affects the enforcement timeline and whether the automatic stay kicks in immediately.
That's what I was afraid of. Adds months to the process depending on which chapter they file.
Hopefully our debtor doesn't go that route but good to know in case they do. Thanks for bringing it up.
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Update: We decided to refile the UCC-1 with the exact debtor name from state records (including the comma). Used one of those document checking tools mentioned earlier to verify everything matched perfectly before submitting. The new filing was accepted within hours and our lender is satisfied. Thanks for all the advice - better safe than sorry with IP security!
Great outcome. This is exactly why we always recommend being conservative with debtor names on high-value IP deals.
Huge relief! The closing went smoothly and everyone was confident in the perfected security interest. Definitely learned my lesson about debtor name accuracy.
This thread should be required reading for anyone doing IP security work. The number of deals I've seen with perfection issues due to sloppy UCC filings is staggering.
Absolutely agree. IP security agreements require extra attention to detail because the collateral is so valuable but intangible.
I'm bookmarking this discussion for future reference. Great real-world example of how to handle debtor name issues correctly.
Yuki Sato
Don't forget to consider filing a termination for the old lapsed UCC-1 once your new filing is accepted. Having both on record can cause confusion for future searches and potential buyers of the collateral.
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Carmen Flores
•Wait, if the old filing lapsed, do you still need to terminate it? I thought lapsed filings just disappear from effective searches.
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Andre Dubois
•They don't disappear from the record, they just lose their perfection effect. Terminating keeps the record clean and avoids confusion.
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CyberSamurai
UPDATE: Thanks everyone for the advice. I filed a new UCC-1 this morning with the exact same debtor name and collateral description as the original. Used one of those document verification tools someone mentioned to double-check everything first. The filing was accepted within 2 hours. Now I need to have a difficult conversation with our lender about the gap period, but at least we're perfected again. Setting up multiple calendar reminders for the next continuation in 2030!
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Jamal Carter
•Smart move using the verification tool. Those little details can make or break a filing, especially when you're under pressure.
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Mei Liu
•Glad it worked out. The 2030 reminder is smart - I'd also set one for 2029 just to be extra safe!
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