UCC Document Community

Your auditors are probably just making sure you understand the full picture of your debt and security arrangements. The UCC filings don't change your asset accounting but they're important for understanding your financial flexibility and covenant compliance.

Thanks everyone for the helpful discussion! I think I was definitely overcomplicating this. To summarize what I'm understanding: the UCC-1 filings are legal documentation that perfect our lender's security interest in our equipment, but they don't create any accounting entries themselves. I need to focus on properly disclosing the pledged assets in our debt footnotes and making sure our collateral schedules align between what's filed and what's on our books. The auditors just want to see that we understand our security arrangements and are disclosing them appropriately. I'll work on mapping our UCC filings to our fixed asset register and update our debt note disclosures. Really appreciate all the practical advice!

If all else fails, you can request certified copies of UCC records by mail. Takes longer but at least you get official documentation. Fill out Form 807 and mail it with the fee.

Update: Finally got through this morning around 6 AM like someone suggested. Turns out three of our equipment liens had actually lapsed because the continuations were never filed. Now I'm scrambling to fix this before our loan review. Thanks everyone for the tips, especially about trying different search methods and that Certana tool for document verification.

OP - make sure you're using OnDeck's most current UCC checklist. They updated their requirements in late 2024 and some brokers are still using old guidelines.

The debtor name consistency issue is definitely OnDeck's biggest pain point. I've found it helpful to create a master document that lists the exact business name from every possible source - articles of incorporation, current certificate of good standing, EIN letter, bank statements, etc. Then I use whichever version appears most frequently across official government documents. Also, don't forget that OnDeck requires the UCC-1 debtor name to match exactly what's in their loan agreement, so make sure your loan docs team is using the same name format you plan to file with. One small tip: if there's any ambiguity about punctuation or abbreviations, call their compliance desk directly. They're actually pretty helpful if you ask specific formatting questions upfront rather than submitting and hoping for the best.

Bottom line is that UCC filings use secured party terminology, other documents might use payee, but they often refer to the same entity in different contexts. Focus on making sure your UCC search captures the right secured party name and you should be fine for most due diligence purposes.

One thing I've learned from doing these reviews is to always check the dates on all the documents too. Sometimes you'll see "payee" terminology in earlier documents that got executed before the UCC filing was prepared, which explains the inconsistent language. The loan commitment might use payee language, but by the time they get to the actual UCC-1 filing, they've switched to proper secured party terminology. Just another layer to keep track of during due diligence.

As someone who's worked on several municipal utility deals, I'd add that Texas has some specific quirks you should know about. The Texas Government Code Chapter 1371 creates a statutory lien for municipal utility revenue bonds that can take priority over UCC security interests if not properly coordinated. Also, Texas requires that UCC-1 filings for municipal debtors include the specific statutory authority under which the municipality was created - this trips up a lot of people. I'd recommend having your bond counsel review the Texas Municipal Finance Code sections 1502.070-1502.072 which specifically address security interests in utility systems. The interplay between state municipal finance law and UCC Article 9 in Texas is more complex than in most states, so don't rely on general UCC guidance alone.

This thread has been incredibly educational - thank you all for sharing your experiences! I'm coming at this from the bond trustee side rather than as borrower's counsel, and I wanted to add that we often see perfection issues arise during bond administration when municipalities try to dispose of or replace collateral equipment without proper UCC amendments. The public finance transaction designation doesn't exempt you from UCC continuation and amendment requirements for equipment-level collateral. We've had situations where a water utility replaced treatment equipment during the bond term and failed to amend their UCC-1 to cover the replacement equipment, creating gaps in the security interest. Just something to consider for ongoing administration - the initial perfection is only half the battle in these long-term municipal deals.