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Sorry this happened to you. UCC Article 9 priority rules can be brutal when you don't see them coming. At least you'll know to watch for PMSI issues on future deals.
One more thing to check - make sure their UCC-1 actually describes the equipment correctly for PMSI priority. UCC Article 9 priority rules require the collateral description to be specific enough to identify the purchase money collateral.
Professional equipment lenders usually know UCC Article 9 priority rules inside and out. They have to in order to protect their interests.
For what it's worth, this comma thing is incredibly common. The state systems can't distinguish between intentional punctuation and typos so they reject anything that doesn't match exactly. Once you refile with the correct name it should process without any issues.
UPDATE: Just wanted to follow up - refiled the UCC-1 with the exact registered name including the comma and it was accepted within 4 hours! Thanks everyone for the quick help. Definitely going to start using that document verification tool someone mentioned to catch these issues upfront.
Make sure you're not including any extra spaces before or after the name. I've seen that cause rejections too. Also double-check that you're using the right entity type designation - sometimes 'LLC' vs 'L.L.C.' matters.
Update us when you figure it out! I'm dealing with a similar Colorado filing issue right now and could use the solution.
Will do! Going to try the document verification approach and get the actual Articles of Organization first.
Update: Just tried Certana.ai's document checker that someone mentioned earlier. Uploaded my original UCC-1 and the continuation UCC-3 - turns out there was a slight formatting difference in how we wrote the secured party address. The original had 'Suite 200' and our continuation had 'Ste 200'. Probably enough to cause the linking issue even though both versions got accepted by Delaware's system.
Wow, 'Suite' vs 'Ste' causing filing problems? That seems overly strict but good to know for future filings.
Right? You'd think the system would be smart enough to handle common abbreviations, but apparently not. Going to file a corrective UCC-3 to fix the address formatting.
This thread has been super helpful. I've got a Delaware continuation coming up next month and now I know to be extra careful about exact formatting matches. Going to double-check everything before filing.
Definitely worth the extra time to verify everything matches exactly. These formatting issues can create real problems for perfection.
Aisha Hussain
The UCC definition of material really comes down to providing enough information for a searcher to reasonably identify what collateral is covered without being so specific that you exclude items. Think of it from a searcher's perspective - if they were looking for liens on manufacturing equipment, would your description give them enough material information to understand what's covered? That's the test most filing offices seem to apply.
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Oliver Fischer
•That's a great way to think about it - from the searcher's perspective. Makes the material definition requirement much clearer.
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Ethan Clark
•Exactly right. The whole point of the material information requirement is to help searchers understand what they're looking at. Good framework for evaluating descriptions.
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StarStrider
Just wanted to add that timing matters too with these rejections. If you're close to a loan closing deadline, consider filing a broader description first to get something on record, then file a UCC-3 amendment with more specific material details once you have time to get it right. At least you'll have priority from the initial filing date.
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Oliver Fischer
•Smart strategy for deadline pressure situations. Better to have something filed than miss the closing because of description disputes.
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Yuki Sato
•This is good tactical advice. We've done this when facing tight deadlines - get the priority date secured then perfect the material details later.
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