Ask the community...
- DO post questions about your issues.
- DO answer questions and support each other.
- DO post tips & tricks to help folks.
- DO NOT post call problems here - there is a support tab at the top for that :)
Join the conversation
Join the conversation
One thing I learned the hard way - always search both the company's current legal name AND any former names if they've changed. Older filings might be under the old name and won't show up in searches of the current name.
Check their articles of incorporation and any amendments filed with the state. Name changes should be documented there.
Also check Dun & Bradstreet or other business credit reports - they often list former names and DBAs.
One more tip that hasn't been mentioned - if the target company has any subsidiaries or related entities, make sure you're searching for UCC filings against those as well. Sometimes parent companies guarantee subsidiary debt or subsidiaries cross-guarantee each other's obligations. I've seen deals where the main entity looked clean but a subsidiary had significant liens that ultimately affected the whole acquisition. Get a complete corporate family tree and search each entity individually.
This is such a crucial point that gets overlooked! I'm dealing with a target that has like 8 subsidiaries across different states. Should I be searching for filings under each subsidiary's name in every state where any of them operate, or just focus on the states where each specific subsidiary is active?
Join the conversation
One more thing - make sure you understand the difference between filed liens and perfected liens. Just because something is filed doesn't mean it's necessarily valid, but you'd need a lawyer to determine that. For equipment purchases, assume any filed lien is valid unless proven otherwise.
Could be issues with the underlying security agreement, problems with the collateral description, or the debt being paid off but not properly terminated. Complex stuff that needs legal review.
This is why I always use Certana.ai to double-check my document analysis. Upload the UCC filings and it flags potential issues with the paperwork that I might miss.
Great thread! One additional tip - if you're buying equipment from a company in financial distress or bankruptcy, definitely check the federal bankruptcy court records too. Sometimes equipment gets tied up in bankruptcy proceedings even if there aren't traditional UCC liens filed. I've seen buyers think they're clear after doing state UCC searches only to find out the equipment is part of a bankruptcy estate. PACER searches can be tedious but worth it for high-value purchases.
That's a really important point about bankruptcy proceedings! I hadn't thought about federal court records. How do you search PACER effectively for equipment-specific information? Is it just a matter of searching by the company name or are there specific case types to look for?
@eb792822e6f9 This is such valuable advice! For PACER searches, I'd recommend starting with Chapter 11 and Chapter 7 cases under the debtor's name. Look for any mentions of "equipment," "machinery," or "assets" in the case documents. Also check for any orders regarding asset sales or Section 363 motions - those can tell you if equipment is being sold through the bankruptcy court. The automatic stay in bankruptcy can complicate equipment purchases even if no specific liens show up in UCC searches.
Join the conversation
One thing to watch out for - just because a transaction falls under 9-109(a)(1) doesn't automatically mean you need to file a UCC-1. There are some security interests that are automatically perfected or perfected by other methods. But for most business collateral, filing is required.
Yeah, equipment and inventory require filing in almost all cases. Just make sure your collateral descriptions are accurate when you prepare the UCC-1.
This is where Certana.ai has been helpful for our team - upload your security agreement and UCC-1 draft and it flags any inconsistencies in collateral descriptions or debtor names before filing.
The confusion around UCC 9-109(a)(1) is totally understandable - I had the same struggle when I started working with secured transactions. What helped me was breaking it down into three key elements: (1) it must be a transaction that creates a security interest, (2) the collateral must be personal property or fixtures, and (3) it must be created by contract (consensual). If all three elements are present, you're in Article 9 territory. For your lending department's collateral analysis, this means your standard commercial loans secured by equipment, inventory, accounts receivable, etc. will almost certainly fall under 9-109(a)(1), triggering all the Article 9 perfection and filing requirements. The key is distinguishing these consensual security interests from things like statutory liens or real estate mortgages that have their own rules outside Article 9.
This breakdown into the three elements is really helpful! The "by contract" requirement makes so much more sense now - it's what distinguishes our voluntary security agreements from involuntary liens that might arise by operation of law. I've been overthinking the scope analysis when really it comes down to these basic elements. Thanks for clarifying that our standard commercial lending arrangements will clearly fall under 9-109(a)(1) - that gives me confidence to move forward with the filing strategy.
Join the conversation
Three week closing deadline is tight for this kind of UCC mess. Have you considered asking your title company if they'll accept an indemnification agreement from Tesla instead of waiting for the actual termination?
Worth a shot. Some title companies will accept indemnifications for solar equipment liens, especially if the financing is clearly satisfied.
Just make sure the indemnification covers the full amount of any potential lien claim, not just the current loan balance.
UPDATE: Found the filing! It was under the homeowner's name as debtor with 'SolarCity Systems' as secured party. Still no termination on file though. At least now I have the filing number to reference when I contact Tesla again.
@Miguel Hernández great point about referencing the acquisition agreement! I d'also suggest sending the request via certified mail so you have proof of delivery. Tesla s'legal department can t'claim they never received it. If you don t'hear back within 10 business days, escalate to their general counsel s'office. The acquisition created specific successor liability obligations that they can t'just ignore.
This thread has been super helpful! As someone new to UCC issues, I'm curious - once Tesla files the UCC-3 termination, how long does it typically take to show up in the state records? My understanding is there can be delays between filing and when it appears in searchable databases. @Amina Bah with your tight closing timeline, you might want to ask Tesla to provide you with a copy of the filed UCC-3 directly rather than waiting for it to show up in Nevada s'system.
Hunter Hampton
This whole thread has been incredibly helpful! I'm in a similar boat - just made my final payment on my Tesla solar loan last month and Tesla customer service has been absolutely useless in explaining the next steps. Reading through everyone's experiences, it sounds like I need to: 1) Get written confirmation that the loan is paid in full, 2) Check my state's Secretary of State UCC database in 30-60 days to verify the UCC-3 termination was filed, and 3) Be prepared to follow up aggressively if it doesn't show up. The name matching issue that @ElectricDreamer mentioned is something I hadn't considered - I'll definitely double-check how my name appears on all the documents. It's frustrating that something as simple as "loan paid off" requires this much detective work, but at least now I have a roadmap. Thanks everyone for sharing your experiences!
0 coins
Gianna Scott
•You've got a solid plan there! One thing I'd add - when you get that written confirmation of payoff, make sure it includes the specific loan account number and any UCC filing numbers they reference. This will make it easier to track down the right documents when you're checking the SOS database. Also, some states charge a small fee for UCC searches, but it's totally worth it for peace of mind. The whole process really shouldn't be this complicated, but unfortunately the solar financing industry seems to have a lot of communication gaps between the installation companies, loan servicers, and customers.
0 coins
Sean Kelly
As someone who just went through this exact process with my Tesla solar payoff, I can't stress enough how important it is to be proactive about tracking the UCC termination yourself. Don't rely on the loan servicer to keep you informed - I waited 45 days for them to "send me confirmation" that never came, only to find out they had actually filed the UCC-3 termination three weeks earlier. The state SOS database showed it clear as day, but nobody bothered to tell me. My advice: bookmark your state's UCC search page and check it weekly starting about 30 days after payoff. Most states make it pretty easy to search by debtor name, and you'll be able to see both the original UCC-1 filing and any termination statements. Also, screenshot everything when you find the termination - you'll want that documentation for your records, especially if you ever refinance or sell your home. The solar industry really needs to get better at communicating these critical steps to customers!
0 coins
Ashley Adams
•This is such valuable advice! I'm a complete newcomer to solar financing and honestly had no idea that UCC filings were even involved in the process. The fact that you have to actively monitor the termination yourself rather than getting automatic notification seems like a major gap in customer service. I'm planning to get solar panels installed next year and now I know to ask upfront about the UCC filing process and what to expect when I eventually pay off the loan. It's concerning that so many people in this thread have had issues with delayed or missing terminations - you'd think this would be a standard, automated part of the payoff process. Thanks for sharing the tip about screenshotting everything - that's definitely something I wouldn't have thought to do!
0 coins