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Sophia Long
This thread is giving me anxiety! I handle UCC filings for a small firm and we don't have fancy tracking systems. Just calendar reminders and hoping for the best. Maybe I should look into some of these verification tools people are mentioning.
For small firms, something like Certana.ai is actually perfect because it's simple - just upload docs periodically to make sure everything looks correct. No complex software to learn.
Sophia Long
•That does sound manageable. Better than lying awake at night wondering if I missed something important.
At least you discovered it before trying to foreclose or anything. I've seen cases where lenders didn't realize their UCC had lapsed until they were already in court trying to enforce their security interest. Talk about an expensive surprise.
True, that would have been even worse. At least now we can make informed decisions about how to proceed with this loan.
Exactly. Better to know where you stand now than find out in front of a judge later.
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This whole secured party thing trips up so many people! I work with UCC filings daily and the number one mistake I see is wrong secured party information. It's not just about getting the filing accepted - if the secured party is wrong, your security interest might not be legally enforceable.
That's terrifying - so even if the SOS accepts the filing, it could still be legally invalid if I get the secured party wrong?
Exactly. The UCC filing is only as good as the accuracy of the information. Wrong secured party = potential problems with lien priority or enforceability down the road.
Another option is to use a UCC filing service - they usually verify secured party information as part of their process. Might be worth the cost to make sure you get it right the first time, especially with equipment financing where mistakes can be expensive.
Most corporate service companies offer UCC filing. CT Corporation, CSC, Legalinc - they all do it. Just make sure they verify the secured party info with your lender before filing.
Ava Thompson
•Or try that Certana tool someone mentioned earlier - might be faster than going through a full service company if you just need to verify your paperwork matches up correctly
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ugh been there with the debtor name issues. its like these companies dont understand that ONE WRONG LETTER can void your entire security interest. super frustrating when you're paying them to get it right
AstroAlpha
•Exactly! And then they act like it's no big deal when you point out the error.
Diego Chavez
•The worst part is when they try to blame you for providing unclear instructions when the debtor name is right there on the loan documents.
NeonNebula
I actually had a similar situation last year with a botched continuation. Ended up having to file a corrective UCC-3 and pay extra fees. Since then I've been using multiple verification steps including that Certana tool someone mentioned earlier. Haven't had an issue since implementing better quality control.
Wait, you can file corrective amendments? I thought once a continuation lapsed you were out of luck.
NeonNebula
•Depends on the state and timing. Some allow corrective filings within certain timeframes. You need to check your specific state's rules.
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Yeah I'm thinking about trying that. At this point I need to figure out what went wrong quickly so I can refile and get this perfected before closing.
Document consistency is usually the culprit with these 'form of security agreement' rejections. The automated tools are pretty good at catching what humans miss.
Grace Durand
UPDATE: Called the SOS office this morning and they said the issue was that my collateral description was too broad. They wanted more specific language tying it to the actual security agreement terms. Going to revise and refile today.
Good catch. The collateral description matching the security agreement language exactly is crucial.
Glad you got it sorted out. Hope the refiling goes smoothly!
NeonNebula
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.
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Isabella Costa
•Smart move. These deals have too many moving parts to wing it, especially at that dollar amount.
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NeonNebula
•Glad we could help. Feel free to follow up if you run into any specific issues during the documentation process.
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Ravi Malhotra
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.
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Freya Christensen
•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.
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Zainab Omar
•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.
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