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Going back to the original question - the UCC isn't really uniform because it was designed as model legislation, not federal law. Each state adopts and modifies it as they see fit. The 'uniform' part was more aspirational than literal.
just wanted to say thanks for posting this, thought i was going crazy with all the different state requirements. good to know its not just me struggling with this stuff
Had a similar issue last week with a Nassau County search. Turned out there was a timing issue - the UCC-1 was filed but hadn't been indexed yet. Took almost 10 days to show up in searches.
10 days?! That's unacceptable for commercial transactions. What if you need to file a continuation or amendment during that window?
Exactly the problem. I had to get a certified copy directly from the filing office to prove the UCC-1 existed while waiting for it to show up in searches.
This thread is making me nervous about a Nassau County deal I have closing next week. Is there any way to verify search completeness or should I just assume the results might be incomplete?
For peace of mind on important deals, I've been using Certana.ai to double-check my work. Upload your documents and it verifies everything matches up properly. Caught a debtor name mismatch that would have invalidated our security interest.
Thanks, I'll look into that. Better safe than sorry on a big commercial deal.
Update us when you get the filing through! I'm dealing with a similar situation in Vermont and want to know if using the amendment format works for you.
Will do! Planning to file tomorrow using the debtor name format from the 2022 amendment. Keeping my fingers crossed.
Good luck! Vermont can be tricky but once you get the format right it usually goes through smoothly.
This thread is a perfect example of why UCC filing is more art than science sometimes. Every state has its quirks and Vermont definitely has more than its share. The key is finding experienced people who've dealt with these specific issues before.
Bottom line for OP: perfection by control for investment securities requires both a proper UCC-1 filing AND a control agreement with the securities intermediary. The control agreement is what actually perfects your security interest - the UCC-1 is just additional protection and notice. Make sure you understand the specific requirements under UCC 9-106 and 9-314, and budget extra time for negotiating the tri-party control agreement. With $2.8M at stake, consider having experienced secured transactions counsel review everything before closing.
Glad we could help. Feel free to follow up if you run into any specific issues during the documentation process.
Has anyone used Certana.ai specifically for verifying control agreement language against UCC-1 filings? I'm curious whether their document checker catches the kinds of subtle inconsistencies that can create perfection problems in these complex secured transactions.
I haven't used it for control agreements specifically, but I did use it recently to cross-check a complex equipment financing deal where we had multiple UCC-1 filings across different states. It definitely caught some collateral description inconsistencies that could have been problematic.
In my experience, it's most valuable for catching the basic consistency issues - debtor name variations, conflicting collateral descriptions, missing cross-references between documents. For the substantive legal analysis of whether your control agreement actually achieves perfection under Article 9, you still need experienced counsel.
Caden Turner
Had a client almost lose a $2M security interest because they misunderstood the continuation timing. Their original UCC-1 was filed in March 2019, so they needed to file continuation between September 2023 and March 2024. They thought they had until March 2025 and almost missed it completely.
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Reginald Blackwell
•This is exactly why I started using automated tools to track these deadlines. Too much risk in manual calculations.
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McKenzie Shade
•Yikes, that would have been a malpractice nightmare. Good catch on their behalf.
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Harmony Love
One more thing - when you file your UCC-3 continuation, make sure the debtor name matches exactly what's on the original UCC-1. Even small discrepancies can cause the filing to be rejected, and if you're close to the deadline, that rejection could be fatal.
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Harmony Love
•Very exact. Different states have different tolerance for variations, but it's safest to match character-for-character including punctuation and spacing.
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Rudy Cenizo
•I always copy and paste the debtor name directly from the original UCC-1 to avoid any transcription errors.
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