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Just want to add that timing is crucial with UCC filings for equipment financing. Your lender will want the UCC-1 filed and perfected before they fund the loan, so make sure your statement service can handle expedited processing. Also, if you're financing equipment that will be installed at multiple locations, discuss with your service provider how to handle the collateral descriptions - you might need separate filings or specific language covering equipment that could be moved between sites.
Great point about timing! I'm curious - how far in advance should we start the UCC filing process? Our lender hasn't given us a specific timeline yet, but I want to make sure we're not scrambling at the last minute. Also, regarding the multiple locations issue, our machinery will be installed at our main facility but we might need to move some pieces to a secondary location later. Should we mention both addresses in the initial filing or handle that with an amendment later?
For timing, I'd recommend starting the UCC filing process at least 5-7 business days before your funding deadline. While electronic filings in CA are usually processed within 24-48 hours, you want buffer time for any rejection corrections or name verification issues. Regarding multiple locations, you have a couple options: you can file with a general description like "equipment located at debtor's facilities" or list specific addresses. If you know you'll be moving equipment between locations, the broader description might save you from filing amendments later. Just make sure your lender is okay with the collateral description approach you choose.
One thing to watch out for with CA UCC statement services is making sure they understand your specific business entity type. I've seen issues where the service provider filed using "Inc." when the legal entity was actually "LLC" or vice versa. For your $180k machinery deal, I'd recommend getting a UCC search done on your business name variations before filing to see what's already on record. Also, since you mentioned equipment financing, make sure the service includes filing in the correct location - in California, most UCC filings go to the Secretary of State, but some fixture filings might need to be recorded at the county level where the equipment is located. Ask your service provider upfront how they handle entity name verification and whether they'll coordinate with your lender's requirements for collateral descriptions.
This is really helpful advice about entity name verification! I hadn't thought about the Inc vs LLC issue but that makes total sense. Quick question - when you mention getting a UCC search done first, is that something the statement service typically includes or do we need to order that separately? And roughly what does a search cost? We want to be thorough but also mindful of costs adding up. Also, regarding the fixture filing distinction, how do we know if our machinery would be considered fixtures? It's industrial equipment that will be bolted down but could theoretically be removed and relocated.
UPDATE: Thanks everyone for the advice. I contacted our bank this morning and they confirmed that the sale proceeds will fully satisfy the remaining debt balance. They're preparing a UCC-3 termination statement for us to review and file once the proceeds are officially applied to the loan. Should be resolved within the next week.
This thread was super helpful for understanding the proceeds perfection rules. I had no idea about the 20-day automatic period or the importance of having 'proceeds' in the original collateral description.
This is a great example of why communication with your lender is so critical in UCC Article 9 sales. I've seen too many situations where businesses try to handle the filing requirements on their own and end up creating problems. The fact that your bank is asking for a termination actually suggests they're being proactive about cleaning up the filing once the transaction is complete. Just make sure you get written confirmation that the proceeds will fully satisfy the debt before filing anything - and keep copies of all the paperwork for your records. The $95K sale proceeds against a $180K original loan suggests there might be other collateral or payments involved, so definitely verify the final payoff amount includes all interest and fees.
This is excellent advice about getting written confirmation on the final payoff amount. I'm new to UCC filings and didn't realize how many variables could affect the final debt calculation - interest, fees, escrow holds, etc. The gap between the $180K original loan and $95K sale proceeds definitely suggests there might be additional payments or other collateral involved. Better to ask too many questions upfront than deal with complications later!
Pro tip for anyone doing SBA loans: ask your bank if they have a dedicated SBA UCC specialist. The good SBA lenders usually have someone who only handles the secured transaction paperwork for SBA deals. Makes the whole process much smoother.
Just went through this exact situation 6 months ago with our SBA 7(a) loan. The key thing that saved us was demanding to see the actual UCC-1 draft before they filed it. Our bank kept saying "we'll handle everything" but when I finally saw their draft, the collateral description was completely wrong - they had generic language like "all equipment" instead of the specific item-by-item breakdown SBA requires. Once we caught that, we provided a detailed equipment schedule with serial numbers, model numbers, and purchase dates for everything over $1,000. The filing went through clean after that. Don't let them rush the UCC filing - better to delay a few days and get it right than deal with rejections and amendments later.
This is exactly the kind of proactive approach I wish I'd taken from the start. The "we'll handle everything" line from banks sounds reassuring but clearly isn't always reliable for SBA UCCs. Did you have any pushback from the bank when you asked to review the draft filing beforehand?
Actually had quite a bit of pushback initially - they acted like I was questioning their expertise. But when I explained that I'd heard about SBA UCC rejections causing major closing delays, they became more cooperative. I think the key was framing it as "wanting to avoid any potential issues" rather than "I don't trust you." Once they saw I was serious about the timeline, they were willing to show me the draft. Definitely worth standing firm on this - it's your deal and your closing at risk.
Thanks for all the detailed responses here - this is incredibly helpful for understanding the PPSA landscape. I'm particularly interested in the provincial variations mentioned. For equipment and inventory collateral like Austin described, are there any provinces that are particularly challenging or have unique requirements? I'm trying to help my firm prepare for similar cross-border deals and want to know which jurisdictions require extra attention beyond just getting local counsel involved.
From my experience, Quebec is probably the most challenging since they use the Civil Code system rather than common law like the other provinces. Their security registration is completely different - they use the RDPRM (Registre des droits personnels et réels mobiliers) instead of PPSA. The concepts and terminology are quite different from both UCC and PPSA systems. Saskatchewan can also be tricky because they have some unique agricultural collateral provisions that don't exist in other provinces. For standard equipment and inventory though, Ontario and Alberta are probably the most straightforward if you're coming from a UCC background.
Building on the Quebec point - that's absolutely critical to understand. Quebec's Civil Code system means you're dealing with hypothecs rather than security interests, and the RDPRM filing requirements are completely different from PPSA. The good news is that for equipment and inventory, the basic concepts translate reasonably well once you understand the terminology differences. But you definitely need Quebec counsel - don't try to wing it based on your PPSA knowledge from other provinces. Also worth noting that if your debtor has operations in Quebec plus common law provinces, you might need different security documentation for each jurisdiction, not just different filings. The underlying security agreement structures can vary significantly between Civil Code and common law systems.
This is really helpful context about Quebec's system. I'm curious about the documentation differences you mentioned - when you say the underlying security agreement structures can vary, are you talking about fundamental differences in how the security is created and described, or more about terminology and formatting? We're used to adapting our standard security agreement templates for different states' UCC variations, but it sounds like Quebec might require a more substantial rethink of the documentation approach.
Liam Fitzgerald
Based on everything discussed here, it sounds like the OP should focus on negotiating the loan terms directly rather than trying to use UCC 1-308 as a safety net. Most lenders won't accept documents with rights reservations anyway, so it's probably not a practical solution for a commercial deal.
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PixelWarrior
•Smart decision. Direct negotiation is almost always more effective than trying to preserve rights through UCC 1-308 notations.
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Liam Fitzgerald
•Agreed. And don't forget to have all your documents reviewed for consistency before filing any UCC statements. Document alignment issues cause way more problems than most people realize.
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CosmicCommander
I've been following this discussion closely and wanted to share my experience from the other side - as someone who works in UCC filing and document processing. The advice about focusing on direct negotiation rather than UCC 1-308 is spot on. I see hundreds of filings every month and can tell you that documents with rights reservations almost always cause delays and complications. Lenders typically require clean documentation without any conditional language. If you're concerned about specific terms, it's much more effective to negotiate those upfront or have your attorney review the agreements before signing. The time you'd spend trying to properly implement UCC 1-308 would be better invested in thorough document review and negotiation.
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Malik Davis
•Really appreciate this insight from the filing side! As someone new to commercial financing, this helps clarify why everyone here is steering away from UCC 1-308. Quick question - when you mention document consistency issues, are debtor name mismatches the biggest problem you see, or are there other critical alignment issues that commonly trip up filings? I want to make sure I'm not missing any obvious pitfalls as I prepare my documentation.
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Hailey O'Leary
•The most common issues I see are debtor name mismatches between the loan agreement and UCC-1, incorrect or incomplete collateral descriptions, and entity type discrepancies (like "ABC Corp" vs "ABC Corporation" vs "ABC Corp."). Address inconsistencies are also frequent problems - the debtor's address on the financing statement must match their principal place of business or chief executive office. I'd also recommend double-checking any parent/subsidiary relationships if you're dealing with corporate guarantors. These seem like small details but they can invalidate the entire security interest if not handled properly. The document verification tools mentioned earlier in this thread can catch most of these issues before filing.
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