UCC Document Community

Thanks everyone for the help. I'm going to pull the LLC's Articles of Organization and use that exact name on the UCC-1. Better safe than sorry with $280K in collateral at stake.

I'm new to UCC filings and this thread has been incredibly helpful! I've been struggling with a similar situation where my client has an LLC but does business under a completely different trade name. Based on what everyone is saying, it sounds like I should ignore the trade name entirely and just use whatever is on the Articles of Organization filed with the Secretary of State. Is that correct? I don't want to make the same mistake others have mentioned about using the wrong name and having to refile. The section 9-102 definitions are pretty overwhelming when you're just starting out.

Last resort might be to refile the entire UCC-1 with correct debtor name and then immediately file continuation. You'd lose your original priority date but at least maintain perfection going forward.

I've dealt with NY UCC filings extensively and they are absolutely rigid about exact name matches. Your best bet is to file a UCC-3 amendment to correct the debtor name first, citing it as a "minor error" correction, then immediately follow with your continuation filing. NY does allow corrective amendments even after lapse in certain circumstances, especially when you can demonstrate it's clearly the same legal entity. Make sure to include supporting documentation showing the corporation has always been "ABC Manufacturing Corporation" and that the original abbreviated filing was an error. The key is acting quickly - every day that passes makes it harder to argue the correction is valid.

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.

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.

One more thing - since you mentioned the loan closes next week, make sure you have enough time for the UCC-1 to be processed and show up in the filing system. Some states are faster than others, and you don't want closing delays because the filing isn't showing as accepted yet.

This is a classic multi-jurisdictional secured transaction scenario. You're definitely on the right track with both UCC provisions. Since you're dealing with mobile manufacturing equipment, the key is that UCC § 9-109(1) clearly brings this within Article 9's scope - no question there. For filing location, focus on where your debtor is organized (usually state of incorporation), not where the equipment will be located. The 1-308 reservation is smart given your evolving equipment specs. I'd recommend getting your security agreement language locked down first with specific 1-308 reservations, then make sure your UCC-1 collateral description is broad enough to cover the equipment as it moves and potentially changes. With a Thursday closing, file by Tuesday morning to be safe. The electronic systems are usually reliable but you don't want any last-minute surprises on a $2.3M deal.

Update us on how this resolves! I'm dealing with a potential similar situation and would love to know if the mobility of the equipment ends up being the deciding factor for priority. Good luck with the recovery.

This is exactly why I always recommend adding a specific covenant to equipment financing agreements requiring borrowers to immediately notify the lender of any construction projects where the equipment will be used. We also require them to provide advance notice before moving equipment to any construction site. It doesn't prevent mechanics lien issues entirely, but it gives you better visibility into potential conflicts before they become priority disputes. The mobile nature of your equipment should work in your favor here - just make sure you have documentation showing it was never permanently affixed to any real property.