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 :)
Join the conversation
Join the conversation
Fiona Sand
For future reference, there are services that monitor UCC filings and send automatic renewal notices. Certana.ai has a document verification tool that can catch these kinds of discrepancies before they become problems. You upload your loan documents and UCC filings and it flags any inconsistencies or upcoming deadlines. Would have caught this issue months ago.
Definitely something to consider for the next equipment purchase. These kinds of technical filing issues can kill deals even when everyone thinks they're doing everything right.
Aaron Boston
•Adding that to my list of things to research once we get through this current crisis. Thanks for the tip.
Just want to add that this is exactly why a lot of companies are moving away from equipment dealers handling their UCC filings. Too many moving parts and too much room for miscommunication. Consider working directly with a filing service or having your attorney handle it going forward.
Especially with the 5-year continuation deadlines. It's a long time to keep track of, and staff turnover means the person who filed the original UCC-1 might not even be there when the continuation is due.
Exactly. That's why automated systems and direct relationships with filing services are becoming more popular. Takes the human error element out of the equation.
Join the conversation
PixelWarrior
Quick question - when you say they incorporated in Delaware, did they actually move the business there or just reincorporate for tax reasons? UCC 9 301 cares about legal organization, not business operations, but it might affect your strategy.
Luca Conti
•Just reincorporated for legal reasons as far as I know. All their operations, equipment, and management are still in Texas. Only the corporate charter moved to Delaware.
PixelWarrior
•That's pretty common but it still triggers UCC 9 301 location change requirements. Delaware incorporation with Texas operations is classic but you still need to follow Delaware filing rules for the corporate entity.
Bottom line on UCC 9 301: Get a Delaware UCC-1 filed TODAY covering all collateral. File a UCC-3 termination in Texas only after you're sure the Delaware filing is effective. Don't take chances with a $2.8M position. The cost of duplicate filings is nothing compared to losing your security interest.
Luca Conti
•Thanks, that's the most practical advice yet. I'll get our attorney to handle the Delaware filing immediately. Better safe than sorry with this much money on the line.
Smart move. And document everything about when you discovered the Delaware incorporation so you have a paper trail showing you acted promptly once you knew about the UCC 9 301 issue.
Join the conversation
Bottom line - don't trust wiki sources for UCC legal advice. Get proper legal counsel if you're dealing with complex commercial transactions. The internet is full of half-truths and sovereign citizen nonsense when it comes to UCC 1-308.
Agreed. Wikipedia and similar sources are starting points for research, not definitive legal guidance.
Especially for UCC stuff. Too much misinformation out there.
Thanks everyone for the clarification. I'll advise my client that UCC 1-308 doesn't apply to financing statements and any rights they want to preserve need to be handled in the underlying agreements, not the UCC-1 filing. Sounds like I need to educate them about the difference between the financing statement and the actual security agreement.
Good call. That distinction trips up a lot of people. The UCC-1 is just public notice, not where you negotiate deal terms.
Glad we could help clear up the confusion. Those wiki articles really do more harm than good sometimes.
Join the conversation
Amara Chukwu
One thing nobody mentioned - make sure you're using the correct UCC-3 form and checking the 'continuation' box. Sounds obvious but I've seen people accidentally file amendments instead of continuations.
This happened to someone in my office last month. They filed an amendment thinking it was a continuation and had to scramble to file the correct form.
Amara Chukwu
•Yeah, those checkbox mistakes are brutal because you don't realize the error until you're trying to figure out why your UCC is still showing as expired.
Update for anyone following this thread - I ended up filing the continuation yesterday using one of those document checkers mentioned earlier. Caught a small typo in the debtor name that would have definitely caused a rejection. Form was accepted this morning. Thanks everyone for the advice!
Which document checker did you end up using? Always curious to hear about people's experiences with different tools.
Used Certana.ai - really straightforward process and definitely worth it for the peace of mind on these continuation filings.
Aisha Ali
From a lender's perspective, those multiple filings could indicate the company has been refinancing or adding credit facilities over the years. The 2019 filing might be their original equipment loan, 2021 could be a refinance with name correction, and 2023 might be additional working capital. You really need to see the underlying loan documents to understand the current debt structure.
0 coins
Ravi Malhotra
•That's a good way to think about it. Instead of assuming the worst, maybe there's a logical progression that explains all three filings.
0 coins
Aisha Ali
•Exactly. Most businesses don't have three separate major lenders. More likely it's one primary relationship that evolved over time.
0 coins
Ethan Moore
I'd also recommend checking if any UCC-3 amendments were filed to update debtor names. When companies change names, good lenders file amendments to ensure continuous perfection. If you see UCC-3 filings between your UCC-1 dates, that might explain the name variations and confirm they're all related to the same security interest.
0 coins
Ethan Moore
•UCC-3 amendments are often overlooked but they're crucial for understanding the filing history. They'll show name changes, collateral modifications, and partial releases.
0 coins
AstroAlpha
•This is another area where Certana.ai really helps - it automatically checks for related UCC-3 filings when you upload the UCC-1 documents. Saves having to manually search for every possible amendment type.
0 coins