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One more consideration for your UCC 9-101 analysis - if the intellectual property includes patents, trademarks, or copyrights, there might be federal filing requirements in addition to or instead of UCC filings. The scope of Article 9 gets complicated when federal law provides alternative perfection systems.
For trademarks, you might need both federal trademark security interest recordings and UCC filings, depending on the specific rights being secured. Article 9 doesn't exclude federally registrable IP, but it doesn't preempt federal perfection requirements either.
This is getting complicated fast. Federal IP filings plus state UCC filings plus control agreements for deposit accounts - no wonder scope analysis is so tricky!
Thanks everyone for the detailed UCC 9-101 discussion. I think I have a much clearer picture now of how to approach the scope analysis for this mixed collateral deal. The key seems to be analyzing each component separately rather than trying to characterize the entire transaction, and being careful about federal law interactions for IP-related collateral.
Glad this helped! Complex scope questions are some of the trickiest parts of Article 9 practice. Feel free to post updates on how your filing strategy works out.
Good luck with the deal. Multi-collateral transactions like this are challenging but definitely manageable once you break down the UCC 9-101 scope analysis systematically.
Just went through this same headache with a client search. Ended up finding the filings were under a slightly different entity name that wasn't obvious from their current corporate documents. Used Certana to upload their old loan docs and it caught the name variation that manual searches missed.
How does that work exactly? You upload loan documents and it searches for UCC filings automatically?
UPDATE: Found them! Turns out the filings were in Delaware (state of incorporation) and the debtor name on the UCC-1 was 'Precision Mfg Solutions LLC' instead of the full 'Manufacturing' spelling. Thanks everyone for the suggestions - this could have taken me days to figure out on my own.
Perfect example of why you always have to check the incorporation state. Glad it worked out!
Just to add some context - UCC Article 9 specifically covers secured transactions, which is what you're dealing with. Articles 1-8 cover other commercial law topics like sales, negotiable instruments, etc. So when people say 'UCC filing' they're really talking about Article 9 filings.
Right - UCC covers everything from check processing to warehouse receipts. But Article 9 secured transactions is probably the most visible part since those filings are public records.
Bottom line: UCC = the legal framework, UCC-1 = the specific form you file, Secretary of State = where you file it. Your lender needs that filing to have a legally enforceable claim on your equipment. It's protection for them, standard procedure for you. Don't stress about it - just make sure the paperwork is accurate.
You're welcome! Most people find UCC filings less intimidating once they understand the basic purpose. It's really just organized paperwork.
And if you want extra peace of mind, that Certana.ai tool I mentioned earlier can verify your documents are consistent before you submit. Takes the guesswork out of it.
Just went through this exact scenario with a client last week. Ended up using that Certana.ai tool someone mentioned earlier - uploaded our UCC-1 and draft continuation and it immediately flagged the punctuation mismatch. Fixed it in 5 minutes instead of getting another rejection.
Okay, I'm definitely checking out Certana.ai. Two people mentioning it can't be a coincidence.
It's really handy for catching these little details before filing. Saves the rejection headache.
Update us when you figure it out! I've got a similar situation coming up and would love to know how you resolved it.
Will do. Planning to call NYSDOS tomorrow and also try that document verification tool. Should have this sorted out by end of week.
Emma Wilson
Just curious - why is your bank making you file the UCC-1 instead of handling it themselves? Most equipment lenders I work with handle their own filings to make sure they're done right.
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Emma Wilson
•Makes sense. Just make sure you coordinate with them on the filing so there's no confusion about who's doing what.
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Malik Thomas
•Actually that's pretty common in dealer financing arrangements. The dealer handles UCC filings as part of the package since they have all the equipment specs and buyer info readily available.
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Isabella Oliveira
Update us when you get it filed! Always curious to hear how these work out, especially for first-time PMSI filers.
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Ava Martinez
•Will do! Planning to file tomorrow morning after I double-check everything one more time.
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Isabella Oliveira
•Good luck! Sounds like you've got good advice here to work with.
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