UCC Document Community

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 :)

Ashley Simian

UCC reformation after debtor name error - can lender fix collateral description issues?

Our lending team discovered a major problem with a UCC-1 we filed 8 months ago. The debtor's legal name was correct but we described the collateral as 'all inventory and equipment' when it should have specified 'restaurant equipment, fixtures, and food inventory' per the security agreement. Now the debtor is claiming our lien doesn't cover the specific items we're trying to repossess. Their attorney says we need UCC reformation through the courts since an amendment won't fix a fundamental collateral description error. Has anyone dealt with reformation proceedings for UCC filings? The loan is $340K and we're worried about priority issues if we have to start over with a new filing.

The key question is whether your collateral description creates genuine ambiguity about what property is secured. If 'all inventory and equipment' could reasonably include restaurant fixtures and food inventory, you might not need reformation at all. Courts look at commercial reasonableness, not technical perfection.

0 coins

Or the attorney is fishing for a settlement. Without seeing the actual security agreement and UCC filing, it's hard to judge whether their challenge has merit.

0 coins

Lilly Curtis

•

honestly this whole situation sounds like it could have been avoided with better document review before filing

0 coins

Leo Simmons

•

Update us on what happens! I'm curious whether reformation will work for UCC collateral descriptions. This could set important precedent for other lenders dealing with similar issues.

0 coins

Ashley Simian

•

Will do. Meeting with our UCC attorney next week to discuss options. Hoping we can find a solution that doesn't cost more than the loan balance.

0 coins

Lindsey Fry

•

good luck with it, these collateral description disputes are such a headache

0 coins

Miguel Diaz

Registered organization UCC debtor name keeps getting rejected - entity exact match required?

Having major headaches with a UCC-1 filing for what should be a straightforward registered organization. Filed against ABC Manufacturing LLC (Delaware entity) and the SOS portal rejected it twice now saying debtor name doesn't match their records. I pulled the entity info directly from the Delaware Division of Corporations website and copied it exactly - or so I thought. The registered organization shows as 'ABC Manufacturing, LLC' on their site but our loan docs just say 'ABC Manufacturing LLC' without the comma. Is this really going to cause the filing to get bounced again? The collateral is $180K in manufacturing equipment and we need this perfected before the loan closes next week. Anyone dealt with registered organization name matching issues like this? Starting to think there's some hidden formatting requirement I'm missing.

Update us when you refile! I'm curious if the comma fix does the trick or if there's some other formatting issue lurking.

0 coins

Miguel Diaz

•

Will do - planning to refile tomorrow morning with the exact punctuation from the Delaware search.

0 coins

Diego Chavez

•

Fingers crossed for you! These filing rejections are the worst when you're on a tight deadline.

0 coins

NeonNebula

•

One last tip - if you're still having issues after fixing the comma, check if there are any special characters or spacing issues. Sometimes what looks like a regular space is actually a different type of character that causes problems.

0 coins

NeonNebula

•

Yeah I learned that the hard way with a filing that had some weird character encoding issue. Looked fine visually but kept getting rejected.

0 coins

Sean Kelly

•

Technology is supposed to make this easier but somehow it just creates new ways for things to go wrong.

0 coins

Ahooker-Equator

UCC 103.6 interpretation affecting our collateral description requirements

Been working through some complex asset-based lending deals and keep running into questions about UCC 103.6 and how it impacts our collateral description standards. Our compliance team is getting mixed signals from different jurisdictions about what constitutes 'reasonably identifies' under this section. We've had two UCC-1 filings challenged recently where the debtor's counsel argued our descriptions were too broad under 103.6 standards. One involved 'all equipment now owned or hereafter acquired' language that apparently didn't meet the reasonable identification test in their view. The other was a fixture filing where we described 'all machinery and equipment affixed to the real property' but got pushback on specificity requirements. Anyone else dealing with varying interpretations of UCC 103.6 across different filing offices? Trying to figure out if we need to completely overhaul our standard collateral descriptions or if this is just aggressive debtor counsel making noise. The uncertainty is making our loan committee nervous about perfection adequacy.

For what it's worth, I've been tracking UCC 103.6 interpretations across different jurisdictions and most are still applying the traditional reasonable identification test. The challenges you're seeing are likely outliers rather than mainstream interpretation.

0 coins

That's reassuring. Do you have any resources that track these interpretation differences?

0 coins

I maintain a spreadsheet based on reported cases and filing office guidance. Most are consistent with pre-revision standards.

0 coins

Honestly sounds like you need better verification processes before filing. We started using automated checking tools and haven't had description challenges since. That Certana system someone mentioned earlier works pretty well for catching these issues upfront.

0 coins

Lena Kowalski

•

Agreed. Prevention is definitely better than dealing with challenges after the fact.

0 coins

Exactly. Upload your documents and get immediate feedback on potential 103.6 compliance issues before filing.

0 coins

Chad Winthrope

wa state ucc search showing conflicting filing records - help needed

Been dealing with a nightmare situation where our lender is questioning some collateral we thought was clear. Running a wa state ucc search on our equipment shows two different UCC-1 filings that don't match up - one shows our company name as 'Pacific Northwest Manufacturing LLC' and another shows 'PNW Manufacturing, LLC' for what appears to be the same collateral. The filing numbers are completely different (202301234567 vs 202301298765) and filed about 6 months apart. Our attorney says this could create a priority issue since the debtor names aren't identical matches. Has anyone dealt with similar debtor-name variations in WA state filings? We're trying to figure out if these are duplicate filings or if someone else has a competing interest in our equipment. The collateral descriptions are slightly different too - one says 'manufacturing equipment' and the other lists specific serial numbers. This is holding up our refinancing and we need to get it sorted fast.

This is why proper due diligence before filing is so important. Always run a UCC search first to see what's already out there. But since you're already in this situation, you need to trace both filings back to their source and get the incorrect one fixed.

0 coins

Lesson learned for sure. Just trying to clean up the mess now so we can move forward with our refinancing.

0 coins

Totally understand. Once you identify which filing is wrong, the correction process is usually pretty straightforward.

0 coins

Logan Chiang

•

Been there! The key is getting certified copies of both filings and then working with your attorney to determine the proper course of action. Might need UCC-3 corrections, might need terminations, depends on the specific situation. But don't let this drag on - lenders hate unclear collateral situations.

0 coins

Already working with our attorney but wanted to get some practical input from people who've been through this before. Really appreciate all the advice here.

0 coins

Logan Chiang

•

Smart approach. The more you understand about the situation before meeting with your attorney, the more efficient and cost-effective the resolution will be.

0 coins

Gabrielle Dubois

Missouri UCC forms - which version for equipment loan continuation?

Running into some confusion with Missouri UCC forms and hoping someone can point me in the right direction. We've got an equipment financing deal from 2020 that's coming up on its 5-year continuation deadline in about 8 months. The original UCC-1 was filed through the Missouri Secretary of State portal but I'm seeing different form versions now when I log in. The borrower upgraded their business name slightly (added 'LLC' to the end) since the original filing, and I want to make sure I'm using the current Missouri UCC forms for both the continuation and any necessary amendments. The collateral is manufacturing equipment - nothing too complex but want to get this right since it's securing about $340K. Anyone dealt with Missouri UCC forms recently? Are there specific versions I should be using, or does the SOS portal automatically pull the current forms? Also wondering if I should handle the name change as part of the continuation or file separate amendment first.

Olivia Clark

•

One more thing - keep copies of everything including confirmation emails and filing receipts. Missouri's good about providing confirmation but always good to have your own records.

0 coins

Olivia Clark

•

Smart. Documentation saves headaches later, especially on larger loans like yours.

0 coins

I actually scan everything to cloud storage as backup. Never know when you'll need to reference an old filing.

0 coins

Thanks for posting this - I've got a similar Missouri situation coming up next year and this thread has been really helpful for planning ahead.

0 coins

Glad it's useful! This community is great for figuring out these state-specific quirks.

0 coins

Agree - way better than trying to decode the official guidance documents on my own.

0 coins

Prev1...648649650651652...684Next