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One more thing - make sure you get a filing receipt with the filing number. You'll need that for any future amendments or for proving perfection if there are ever any disputes.
And keep digital copies of everything. I've seen people lose physical filing receipts and have to jump through hoops to get duplicates.
Good advice. I'll make sure to save everything to our document management system.
Thanks everyone for all the helpful advice! This community is amazing. Just to summarize what I've learned: I need to file in Delaware since that's where the debtor is incorporated, use the exact legal name from Delaware's corporate database, reference the security agreement for collateral description, and do a UCC search beforehand. For a $2.3M loan, I'm definitely going to use a professional search service and check out that Certana tool to verify the debtor name accuracy. Really appreciate all the guidance - feeling much more confident about not messing this up now!
Great summary! You've got all the key points covered. One small addition - since you mentioned this is your first time with UCCs, you might want to double-check with your boss or legal counsel before filing, especially on a loan this size. Even with all the great advice here, having an experienced set of eyes review everything can save headaches down the road. Good luck with the filing!
Excellent recap! You've absorbed all the key information perfectly. As someone who's been through this process many times, I'd also suggest setting up a calendar reminder for the UCC-1 continuation filing about 6 months before the 5-year expiration date. It's easy to forget about it, but missing that deadline could jeopardize your security interest. Also, keep the original security agreement and all filing documentation in a secure place - you may need to reference them later for amendments or in case of any disputes. You're going to do great!
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Update: I ended up using a combination of manual searching and Certana.ai's verification tool to cross-check everything. Found 3 additional UCC-1 filings under name variations that I initially missed. The document comparison feature really helped identify inconsistencies in debtor names across different states' UCC listings. Thanks everyone for the advice!
Glad you found the missing filings! Those name variations can be so tricky to catch manually.
Good reminder that UCC listings searches require both systematic searching and verification tools. Manual work alone isn't enough for complex situations.
As someone new to UCC searches, this thread has been incredibly helpful! I'm working on my first multi-state due diligence project and had no idea about the name variation issues. One question - when you're dealing with subsidiary companies, do you need to search UCC listings under both the parent company name and each subsidiary's name separately? I'm worried about missing filings where subsidiaries might have pledged assets independently of the parent company.
Absolutely yes - you need to search each subsidiary separately! I learned this lesson when I found significant UCC filings under subsidiary names that weren't captured in the parent company search. Subsidiaries often have their own financing arrangements and can pledge assets independently. Also check for any holding company structures or special purpose entities that might not be obvious from the main corporate documents.
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Bottom line - yes, you'll likely need separate UCC filings for your security agreement vs stock pledge agreement scenario. The business assets get filed under a UCC-1 naming the LLC as debtor, and the membership interests get filed under UCC-1s naming the individual members as debtors. Keep the collateral descriptions specific and make sure all names/addresses match exactly between your agreements and filings.
Thanks, this confirms what I was thinking. I'll prepare separate UCC-1 filings and triple-check all the names and addresses before submission.
Smart approach. Document verification is critical on these multi-party deals because one wrong name or address can invalidate your entire security interest.
I work with SBA deals regularly and can confirm you'll need separate UCC-1 filings. For the LLC membership interests, make sure you're filing in the state where each member is located (not necessarily where the LLC is formed). Also, since the SBA is involved, they'll want to see that your pledge agreements specifically reference the SBA loan number and include language about their rights as guaranteed lender. I'd recommend having your documents reviewed by someone experienced with SBA secured lending requirements before filing - the documentation has to be perfect or they'll kick it back.
I'm new to commercial lending but this thread has been incredibly educational. One follow-up question - when you mention filing UCC-1s in the state where each member is located, does this apply even if all the members live in the same state as the LLC? And for the SBA documentation, is there a standard template or specific language they require in the pledge agreements, or does each SBA office have different requirements?
Great questions! If all members are in the same state as the LLC, you still follow the individual debtor location rules - so yes, you'd file all the membership interest UCC-1s in that same state. For SBA pledge agreement language, there isn't one universal template since different SBA loan programs have varying requirements, but most SBA lenders have developed standard forms that include the necessary guaranty cross-references and lender rights language. Your SBA preferred lender should have templates, or you can find sample language in the SBA's Standard Operating Procedures manual. The key is ensuring the pledge agreements clearly state they secure the SBA loan obligations and don't conflict with any personal guaranty provisions you've already executed.
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I've been dealing with similar portal issues lately. One thing that's helped me is bookmarking the direct links to the UCC form pages rather than navigating through the main portal each time. Also, if you're doing regular filings, it might be worth setting up accounts with the major state filing systems to streamline the process. Most states allow you to save frequently used information which speeds things up considerably.
That's a smart approach with the direct links! I hadn't thought about bookmarking the form pages directly. The saved information feature sounds really useful too - we do enough regular filings that it would probably save us significant time on data entry.
Thanks for starting this thread, Benjamin! I've noticed some inconsistencies with portal access too. In my experience, the forms are definitely still there, but some states have reorganized their websites which can make them harder to find. For critical filings, I always recommend downloading and saving current versions of the forms you use most frequently - UCC-1s, UCC-3s, etc. That way you're not scrambling to find them when you're up against a deadline. Also, it's worth checking if your state offers email notifications for system updates or maintenance windows so you can plan around any downtime.
Great suggestions, Astrid! The email notification idea is brilliant - I never thought to sign up for those but it would definitely help avoid those frustrating moments when you're trying to file and the system is down for maintenance. Having local copies of the most common forms as backup makes a lot of sense too. Do you know if most states send those notifications proactively or do you have to specifically request them?
This is really helpful advice! I'm definitely going to start maintaining local copies of our most-used forms. The email notification tip is gold - I had no idea that was even an option. We've been caught off guard by maintenance windows too many times. Question for you: when you save the forms locally, how do you stay on top of version updates? Do you set calendar reminders to check for new versions periodically, or is there a more systematic way to track when forms get updated?
Mei Zhang
One last thing - make sure you understand the perfection requirements for the types of collateral involved. Equipment financing is usually perfected by filing, but some specialized equipment might require possession or control. Your lien search won't show security interests that are perfected by methods other than filing.
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Chloe Wilson
•Good point. This is mostly standard business equipment though - computers, machinery, vehicles. Should all be covered by UCC filings if there are security interests, right?
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Mei Zhang
•For that type of equipment, yes, filing is the typical perfection method. Just be aware that vehicles might also have title liens that wouldn't show up in UCC searches.
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Noah Torres
This is such a comprehensive discussion! As someone new to UCC due diligence, I'm wondering about timing - how far back should I search when doing this kind of lien review? Are there any statute of limitations issues I should be aware of, or do I need to go back to the company's formation date to be completely thorough? Also, if I find active UCC filings, what's the best way to get more details about the underlying loan agreements - do I need to contact the secured parties directly or are there other resources?
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