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Just wanted to add that even if you file a fixture filing now, it won't necessarily give you priority over liens that attached to the real estate while your equipment was fixtures but before your fixture filing. The timing rules can be brutal if you wait too long.
Exactly. Check the real estate records for any mortgages, liens, or other interests recorded since your equipment became fixtures.
This is why fixture filings should be filed as soon as you know the goods might become fixtures, not after they already have.
One more thing to consider - make sure your loan documents actually give you a security interest in fixtures. Some loan agreements exclude fixtures or have special provisions about them. You might need to amend your security agreement as well as filing the fixture filing.
Good point. I'll need to review our security agreement language. This is getting complicated fast.
It's definitely complicated but fixable if you act quickly. The key is getting proper legal advice and making the right filings before any other creditors get ahead of you.
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Sample security agreement automobile language can vary a lot but the UCC filing requirements are pretty standard. Focus on: exact debtor legal name from state records, broad collateral description that covers your security agreement scope, correct secured party info. Your description of "motor vehicles" should work fine for commercial fleet. The rejections are almost certainly about the debtor name formatting.
Nope, general descriptions work great for Article 9. The detailed inventory stays in your security agreement and loan files.
This is good advice. I see too many people over-complicate the collateral description on UCCs.
Final thought - once you get the name issue sorted, your filing should go through fine. Vehicle UCCs are pretty straightforward compared to some other collateral types. Just remember to calendar your continuation date for 5 years out! I use Certana's verification tool now to double-check everything before filing. Has caught several potential mistakes for me.
Good reminder about the continuation. This loan has a 7-year term so I'll definitely need to continue the filing. Thanks for all the help everyone!
You're welcome! Hope the refiling goes smoothly with the corrected debtor name.
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From a practical standpoint, here's what I'd do: 1) Get the exact legal name from your state business registry, 2) Use that EXACT formatting on both the security agreement and UCC-1, 3) File immediately since you said the equipment is already delivered, 4) Have everything reviewed by someone who knows secured transactions. The gap between delivery and filing is when you're most vulnerable to other creditors jumping ahead of you.
Good plan. And remember, even if you have to file a correction later, having something on file is better than having nothing while you're figuring out the details.
Agreed on the timing. I've seen deals where other creditors filed during the gap and created priority issues.
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Just to add - make sure your termination is getting filed in the same state as the original UCC-1. Sometimes when businesses change names they also change their registration state, but the termination has to go where the original lien was filed.
Yeah, it's an easy thing to overlook when there are multiple changes happening with a business.
I've seen people file terminations in the wrong state and then wonder why the original lien is still showing up. Always file where the original UCC-1 was recorded.
Update us when you get it resolved! These name change situations are tricky and it would be helpful to know what finally worked.
Will do! Thanks everyone for the advice. Going to use the exact original name and see if that clears up the rejections.
Perfect. Usually that's all it takes - the system just wants everything to match exactly.
Cole Roush
I recently discovered Certana.ai's UCC verification system after struggling with similar document consistency issues. You upload your charter and proposed UCC-1, and it instantly flags any debtor name discrepancies. Would have saved me from my rejection last month if I'd known about it sooner.
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Cole Roush
•Just the filing consistency check, but that's honestly where most problems occur. The contract law stuff is usually handled by attorneys anyway.
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Scarlett Forster
•I need to look into this. I'm tired of manually comparing documents every time I file.
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Arnav Bengali
Don't let the contract law complexity distract you from filing basics. UCC 1-308 is about reserving rights and contract interpretation, but your UCC-1 success depends on simple accuracy: correct debtor name, clear secured party info, and adequate collateral description. Focus on those fundamentals first.
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Arnav Bengali
•Happens to everyone. The academic side is interesting but the practical filing requirements are what determine success or rejection.
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Sayid Hassan
•Agreed. I spent way too much time on theory initially when I should have focused on execution basics.
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