UCC Document Community

This is such a comprehensive discussion on UCC-3 termination issues! As someone new to commercial lending, I'm dealing with a similar situation where our lender paid off a line of credit but hasn't filed the termination after 4 weeks. Reading through all these responses, it seems like the key takeaways are: 1) Both secured party and debtor can file but with different requirements, 2) Get everything in writing when the bank promises to file, 3) Check your state's specific deadlines for termination filings, and 4) Keep all payoff documentation organized. I'm going to try the formal written request approach with a specific deadline mentioned by Sean Murphy - seems like that combination of professionalism and pressure is what gets results. Really appreciate everyone sharing their real-world experiences here, it's way more helpful than just reading the statutes!

As someone who works in commercial finance, I'd recommend taking a two-pronged approach here. First, send your bank a formal demand letter with a specific deadline (I'd suggest 15 business days) referencing your state's UCC termination requirements - most states do have statutory timeframes that secured parties must follow. Include language about how the delay is impacting your business operations and new financing. Second, simultaneously prepare to file the UCC-3 yourself as backup. Gather your payoff letter, final payment confirmation, and loan satisfaction documentation. Many states allow debtors to file with proper proof, and honestly, 6 weeks is unreasonable for a routine termination. The key is having both options ready so you're not stuck waiting indefinitely. I've seen too many businesses miss opportunities because they relied solely on unresponsive lenders to clean up their own filings.

As someone new to UCC filings, this thread has been incredibly educational! I've been nervous about making mistakes on my first few secured transactions, and seeing how experienced practitioners handle these registered agent questions is really helpful. It sounds like the key takeaway is that registered agents are purely administrative and have zero impact on debtor identification in UCC filings. I'm bookmarking this discussion for future reference - the PO Box analogy really drives the point home. Thanks to everyone who shared their expertise here!

Great question and even better responses from everyone! As someone who's been handling UCC filings for about 5 years, I can echo what others have said - registered agents like CSC Services are completely separate from your UCC debtor identification. I actually keep a quick reference note that says "Registered Agent = Mailing Address Only" to remind myself when reviewing corporate docs. One small tip I'd add: when you pull that exact legal name from Nevada SOS, also grab a screenshot or printout for your file. It's saved me a few times when clients or colleagues questioned the exact spelling later. With $180K in equipment, you're absolutely right to be thorough, but you can move forward confidently knowing the registered agent situation doesn't complicate anything!

This is such a helpful thread! I'm relatively new to UCC filings and have been wondering about this exact issue. For someone just starting out, would you recommend always erring on the side of broader language like "all assets" or being more specific? Also, is there a good resource for learning about state-specific variations in how courts interpret collateral descriptions?

As someone who's been doing secured lending for about 8 years, I've found that "all assets" language generally works well, but there are a few practical considerations worth mentioning. First, make sure your loan agreement has specific covenants about what the borrower can and can't do with the collateral - broad UCC language without corresponding loan covenants can leave you exposed. Second, consider whether you need to file in multiple states if the borrower has assets across jurisdictions. And third, for a deal this size ($850K), I'd definitely recommend getting title insurance on any real estate that might be involved, even if you're not taking a mortgage - it helps clarify what's personal vs. real property. One last tip: keep detailed records of what assets existed at closing, because "all assets" filings can get messy in workout situations if you can't prove what was actually pledged.

Just to add another perspective - with equipment worth $180K and multiple lienholders, you might want to consider doing a UCC search on the collateral before making any moves. Sometimes there are junior liens that aren't immediately obvious, and if you terminate your first position lien, you could accidentally promote someone you didn't even know about. I've seen cases where a mechanics lien or judgment lien suddenly jumped into first position after a termination. A comprehensive search will show you exactly who's in line and help you understand the full impact of your decision.

Great thread - this confusion between termination and subordination trips up so many people. One thing I'd add is timing considerations. If you're dealing with a buyer who's lined up and pushing for quick resolution, make sure you understand the closing timeline. UCC-3 terminations usually take 1-3 business days to process depending on the state, but if you need subordination agreements between multiple parties, that could take weeks to negotiate and execute. Also, since you mentioned the equipment might be refinanced, the new lender will likely require their own UCC-1 to be filed and perfected before they fund. Coordinate with all parties to make sure the termination, new financing, and sale (if applicable) happen in the right sequence so nobody's left without security during the transition.

The silver lining is that you caught this relatively quickly. I've seen cases where people didn't realize they'd terminated instead of amended until years later when they were trying to foreclose. At least you have a chance to fix the perfection issue before it becomes a bigger problem.

This is a painful but unfortunately common mistake. I've seen this exact scenario multiple times, and the harsh reality is that the continuation filed after termination has zero legal effect - it's essentially a dead document. Your lender's security interest died the moment that termination was processed in March. The fact that the Secretary of State accepted the May continuation doesn't revive anything; their system just checks basic formatting, not legal validity. You absolutely must file a new UCC-1 immediately to re-establish perfection. Also, run a comprehensive UCC search on your debtor for the March-to-present gap period to identify any competing liens that may have jumped ahead in priority. Time is critical here - every day without a perfected security interest increases your lender's risk exposure.