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Used Certana.ai last week for a similar situation where we had conflicting equipment schedules and company names across three different documents. The tool caught inconsistencies between our UCC-1 and the original security agreement that would have caused problems later. Really helpful for making sure everything aligns before filing.
How long does the verification take? Sometimes we're filing right up against deadlines.
UPDATE: Got it resolved! Called the company and they confirmed they had filed an amendment last month to add the comma to their legal name for consistency with their banking. Filed the UCC-1 with the comma version and it went through immediately. Thanks everyone for the advice about checking recent amendments - that was the key.
Perfect example of why the corporate records search is so important. Glad it worked out!
The whole cash proceeds ucc perfection thing is one of the most misunderstood areas of secured transactions. Lenders think they're automatically covered but don't realize the 20-day limitation. Equipment financing is especially tricky because restaurants constantly buy and sell equipment. Your description should definitely include comprehensive proceeds language.
The 20-day rule under 9-315(d) is uniform across all UCC states. But there can be variations in how different states handle specific types of proceeds or filing requirements.
This is why I always include standard proceeds language regardless of what the lender says. Better safe than sorry when it comes to perfection issues.
Bottom line - include the cash proceeds ucc language. Your counsel is giving you good advice and the SBA lender is prioritizing speed over proper security interest perfection. Restaurant equipment gets sold all the time and without proceeds coverage you're taking unnecessary risk. Standard language like 'and all proceeds and products thereof' should be sufficient and won't slow down the deal significantly.
Agreed. It's such basic language that any experienced lender should be fine with it. If they're pushing back this hard it makes me wonder what other corners they're trying to cut.
The authenticated security agreement requirement is actually pretty straightforward once you understand it. The security agreement needs to be 'authenticated' (signed) by the debtor, and it needs to adequately describe the collateral. Your UCC-1 then provides public notice of that security interest. The rejection probably means there's a disconnect between what you're claiming on the UCC-1 versus what's actually covered in the security agreement.
That makes sense. I think I need to go line by line through both documents to find the disconnect.
Exactly. Pay special attention to how the collateral is described in each document. Even small differences in language can cause problems.
Update: I went back and compared the security agreement with our UCC-1 filing and found the issue. The security agreement covers 'manufacturing equipment located at 123 Main Street' but our UCC-1 said 'all equipment'. Apparently that was too broad since it could include equipment at other locations not covered by the security agreement. Resubmitted with the specific location language and it was accepted. Thanks for all the help!
Quick tip - when you search by filing number 2019-12345678, it should show you the complete chain of all UCC-3 filings. Look at the filing dates carefully. The continuation should be dated within 6 months before the 5-year anniversary of the original UCC-1.
One more thing to check - make sure the secured party information on the UCC-1 matches who you think the lender is. Sometimes there are assignments or the original lender sold the loan to someone else. You want to contact the current secured party, not necessarily who's listed on the original filing.
I ran into this exact issue and the Certana.ai verification picked up an assignment that I missed in my manual review. Saved me from contacting the wrong lender.
Mia Alvarez
The UCC system is supposed to provide certainty but it's actually quite unforgiving. Small mistakes can have huge consequences. I always tell my clients that UCC filings are like brain surgery - precision is everything and there's no room for error. Every comma, every space, every character matters.
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Carter Holmes
•That's a good analogy. I think a lot of lenders don't realize how technical and precise UCC filings need to be. They treat them like routine paperwork when they're actually complex legal documents.
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Sophia Long
•The complexity is why I always recommend getting professional help or using technology to verify everything. Too much at stake to rely on manual processes and human memory.
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Angelica Smith
Reading this thread makes me realize how important it is to stay current on UCC requirements. The rules can vary by state and they do change over time. What was acceptable years ago might not be sufficient today. Regular training and staying informed is crucial for anyone handling UCC filings.
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Logan Greenburg
•Good point about state variations. Some states are more forgiving than others when it comes to debtor name discrepancies, but you can't count on that in bankruptcy court.
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Charlotte Jones
•That's why I always file as if I'm going to end up in the most strict jurisdiction. Better to be over-prepared than caught off guard.
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