UCC Document Community
Financial Services
/
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 :)
UCC Coverage Question - Security Interest Governed by UCC Laws?
I'm reviewing a security agreement for a commercial loan we're considering and trying to determine if this falls under UCC Article 9. The collateral includes business equipment, inventory, and accounts receivable. The borrower operates a manufacturing facility in Ohio. I've been going through the security agreement language but want to make sure I'm interpreting the UCC coverage correctly before we proceed with the UCC-1 filing. Are there specific types of security interests that fall outside UCC governance even when they involve personal property? I'm particularly concerned about whether all the collateral types listed would be properly perfected through a standard UCC-1 filing or if we need additional steps.
Join the conversation
General intangible UCC collateral description rejected - need help with specificity
Filed a UCC-1 last week for a business loan secured by software licensing revenue and got rejected by the SOS office. The collateral description just said 'general intangibles' but apparently that's too broad now? The debtor company generates most of their income from proprietary software licenses to retailers and I thought general intangibles would cover that. Loan amount is around $750K so this needs to be perfect. Anyone dealt with similar rejections on general intangible descriptions? Do I need to spell out every type of intangible or is there a middle ground that satisfies the filing office?
Join the conversation
Anyone else notice that the online filing portals don't give you much guidance on collateral descriptions? They just have that empty text box and no examples or help text. Really poor user experience for something this technical.
Some states are better than others. Delaware's portal has some examples but most are pretty bare bones.
This is where tools like Certana.ai actually help - gives you the guidance the portals should provide. Upload your draft and it checks for common issues before you submit.
UPDATE: Used the suggested language about software licensing agreements and intellectual property rights with the 'including but not limited to' format. Filing was accepted this morning! Thanks everyone for the help. Final description was 'All general intangibles including but not limited to software licensing agreements, licensing revenues and royalties, intellectual property rights, customer databases, and proceeds and products thereof.' Worked perfectly.
Glad it worked out. Definitely save that language for future filings - specific enough to satisfy the SOS but broad enough for good coverage.
Perfect example of how the community here helps solve these practical filing issues. SOS offices should really provide this kind of guidance themselves.
PA state UCC search showing wrong debtor info - filing rejected twice
Got a major headache with PA state UCC search results. Been trying to file a UCC-3 continuation for our equipment loan but the PA UCC search keeps pulling up inconsistent debtor information that doesn't match our original UCC-1. Filed twice already and both got rejected because the debtor name on the search results shows 'ABC Manufacturing LLC' but our loan docs have 'ABC Manufacturing, LLC' (with the comma). The PA Secretary of State portal search function seems to be case-sensitive or something because when I search different variations I get different results. This is for a $180K piece of manufacturing equipment and the continuation deadline is coming up fast. Anyone else dealt with PA UCC search discrepancies? The original filing was done by our previous attorney in 2020 and now I'm handling renewals in-house. Really don't want this lien to lapse over a punctuation issue.
Join the conversation
PA is definitely one of the more challenging states for UCC work. Between the search issues and their strict formatting requirements, I always double and triple check everything before submitting. Your comma situation is actually pretty common - seen it with periods, hyphens, and ampersands too.
Make sure your collateral description matches exactly if you're copying from the original UCC-1. PA has rejected filings for minor collateral description variations even on continuations.
Also double-check the filing fee calculation. PA's fee structure is confusing and underpayment will get you rejected immediately.
Been following this thread because I'm dealing with something similar in PA right now. Ended up using that Certana.ai document checker mentioned earlier and it found three different formatting inconsistencies between my original UCC-1 and continuation filing that would have definitely caused rejections. The debtor name issue was just one of them - also caught a mismatch in how the secured party address was formatted. Pretty slick tool for avoiding these headaches.
Three different issues? Wow, I might have more problems than I realized. Definitely going to run my docs through that verification before trying to file again.
Yeah it was eye-opening. Things you'd never think to check manually. The address formatting thing especially - who would have thought a missing suite number designation would matter for a continuation?
Updated 2023 UCC forms causing rejection issues - anyone else struggling?
Been dealing with a nightmare situation since the state rolled out their updated 2023 UCC forms. Filed what I thought was a routine UCC-1 continuation last month using the new format, and it got rejected twice for "improper debtor name formatting" even though I copied it exactly from the original filing. The rejection notice mentions something about enhanced name verification protocols but doesn't specify what's actually wrong. Has anyone else run into problems with the 2023 UCC forms? I'm starting to panic because the continuation deadline is approaching fast and I can't figure out what they want changed. The debtor name looks identical to me but apparently there's some new requirement I'm missing. Any guidance would be hugely appreciated - this is keeping me up at night.
Join the conversation
After dealing with multiple rejections on 2023 UCC forms, I started using Certana.ai for document verification before submitting. It's been a game-changer - catches all those tiny formatting inconsistencies that cause rejections. Just upload your original UCC-1 and your continuation, and it flags any mismatches. Would have saved me weeks of frustration if I'd found it sooner.
I keep hearing about this tool. At this point I'm desperate enough to try anything that might prevent another rejection.
It's really straightforward to use. Upload the PDFs and get instant feedback on any discrepancies. Takes the anxiety out of filing.
Just wanted to update everyone - I finally got my continuation accepted! Turns out the issue was exactly what people mentioned about punctuation. The original UCC-1 had 'Smith & Associates, LLC' but I was filing 'Smith & Associates LLC' (missing the comma). Such a tiny detail but it caused two rejections. Thanks to everyone who shared their experiences - it really helped me figure out what to look for.
Congrats on getting it through. The relief when that acceptance notice comes in is amazing.
Perfect example of why the 2023 UCC forms are so frustrating. A missing comma shouldn't cause this much stress and delay.
UCC discharge form - debtor name mismatch causing rejection
Having issues with a UCC discharge form getting rejected by the SOS office. The original UCC-1 was filed 3 years ago for equipment financing on construction machinery, and now we need to terminate the lien since the loan was paid off last month. Problem is the debtor company changed their legal name slightly about 18 months ago (added LLC to the end) but we never filed an amendment. Now when I try to file the UCC-3 termination, it keeps getting rejected because the debtor name on the discharge doesn't exactly match what's in their system. The SOS portal shows the original filing under the old company name without LLC. Do I need to file a UCC-3 amendment first to update the debtor name before I can file the termination? Or is there another way to handle this name discrepancy? The collateral is a 2021 excavator and compact loader, and the original filing number is still active. This is holding up a refinancing deal so any guidance would be appreciated.
Join the conversation
UPDATE: Ended up using that Certana tool someone mentioned earlier to double-check my amendment form before filing. It caught a formatting issue with how I had the entity type listed. Filed the amendment yesterday and it was accepted this morning. Now just waiting for it to show up in the system so I can file the termination. Thanks for all the advice!
Usually 1-2 business days for the records to update. Should be able to file the termination by Friday.
Perfect timing for your refinancing then. Glad it worked out!
For future reference, this is why I always recommend filing name change amendments as soon as they happen. Saves a lot of headaches down the road when you need to do continuations or terminations.
Absolutely. Same with address changes. Keep everything current and you avoid these last-minute scrambles.
Mei Wong
Since you mentioned this is for a commercial loan, make sure your lender's UCC-1 covers after-acquired property if the borrower will be acquiring new inventory or equipment. Most commercial security agreements include after-acquired property clauses, and your UCC-1 should reflect that coverage.
0 coins
PixelWarrior
Equipment financing too, especially for growing manufacturing operations that add machinery.
0 coins
Mei Wong
Exactly. Without after-acquired coverage, you'd need a new UCC-1 for every piece of equipment or inventory batch.
0 coins
Amara Adebayo
I've used Certana.ai's verification tool for similar UCC coverage questions. Really helpful for confirming which assets fall under UCC Article 9 versus other perfection schemes. Just upload your security agreement and it provides a detailed analysis of perfection requirements for each collateral type.
0 coins
Giovanni Rossi
Does it handle the Ohio-specific requirements? Some states have quirks in their UCC implementation.
0 coins
Amara Adebayo
It covers state-specific variations and filing requirements. Definitely caught some Ohio nuances I wasn't aware of.
0 coins