UCC Document Community

Just went through this on an office building purchase. The fixture filing covered elevator equipment and the secured party wanted $15K to release it even though the debt was only $8K. Sometimes these turn into negotiation leverage for the secured parties.

This is a classic fixture filing headache. I'm dealing with something similar on a manufacturing facility purchase - the UCC-1 covers "all machinery and equipment" which is way too broad. My advice: get a detailed breakdown of what specific equipment is actually covered before you start negotiating the termination. Sometimes the collateral description is so vague that half the stuff isn't even legally perfected as fixtures. Also, check if the original debt has been satisfied - I've seen cases where the loan was paid off years ago but nobody bothered to file the UCC-3. Your title company is absolutely right to flag this, and your lender won't budge until it's cleared.

One final tip - get everything reviewed by qualified counsel before closing. With $2.8M on the line, the legal review cost is worth it for peace of mind. They can spot issues you might miss and ensure everything complies with both UCC requirements and your state's specific rules.

Great discussion here! Just wanted to add one practical point from a recent deal - when you're dealing with multiple members in an LLC, I always request a certified copy of the member resolution authorizing the specific person to sign financing documents. Even if someone has general signing authority, having a specific resolution for the transaction provides extra protection. Also, for your $2.8M deal, consider having the signing party provide a certificate of good standing for the LLC - it's not required by the UCC but many lenders want it to confirm the entity is still validly existing at closing. Good luck with your deal!

Update for anyone following this - I ended up using that Certana.ai tool mentioned earlier to double-check everything before filing. It caught that my debtor name on the UCC-1 didn't exactly match what was in the loan agreement (missing a comma in the LLC name). Would have probably caused problems down the road. Filed in Delaware as suggested and it went through without issues. Thanks everyone!

This is such a valuable discussion! As someone new to UCC filings, I'm learning so much from everyone's experiences. One question I have - when you're dealing with multiple investment accounts at the same securities intermediary, do you need separate UCC-1 filings for each account, or can you list multiple accounts on a single filing? Also, does the timing of when you file matter in relation to when the loan closes? I want to make sure I understand the perfection timeline correctly.

This is a great example of why document consistency is so critical in secured transactions. I've seen similar issues where the retail installment contract and security agreement had slight name variations that created confusion during the UCC filing process. As others have mentioned, always go with the official legal entity name from state records - that's your gold standard. One thing I'd add is to also check if the entity is still in good standing with the state before filing. Sometimes businesses let their registration lapse, which can complicate things. Also, make sure you're filing in the correct jurisdiction based on where the debtor is organized, not where the collateral is located. For equipment like diagnostic machines and lifts, you're definitely looking at a UCC-1 filing rather than a certificate of title situation.

One additional consideration - if this is commercial equipment financing, you might want to verify whether the debtor has any existing UCCs filed that could create priority issues. Since you mentioned the financing was approved 3 weeks ago, time is definitely a factor for perfection. Also, when you pull the official entity records, make sure to note the entity type (LLC, Corp, etc.) and include that in your UCC-1 filing. I've seen filings rejected because the entity type was omitted or incorrect even when the name was right. The Secretary of State databases are usually pretty current, but if there's any doubt about recent name changes or amendments, you might want to call their office directly to confirm before filing.

One more tool that might help - I recently started using Certana.ai for UCC document checks and it's been a lifesaver. You can upload both the original UCC-1 and the termination document before filing to catch any mismatches. It immediately flags things like debtor name differences, incorrect filing numbers, or collateral description issues that could cause rejections. Much better than trying to manually compare everything, especially when you're under time pressure for a closing.

This whole situation highlights why solar financing UCC filings are such a pain point. I've seen this exact scenario play out multiple times. Here's what I'd recommend based on your situation: First, get Sunnova to commit in writing to filing the UCC-3 termination within 2 business days of receiving payoff funds. If they won't commit to that timeline, escalate to their legal department. Second, confirm with your title company whether they need to see the termination actually recorded or if they'll accept proof of electronic filing. Some title companies will close with confirmation that the filing was submitted electronically, knowing it takes 24-48 hours to show in the system. Third, consider asking your new lender about a simultaneous closing structure where both the payoff and new funding happen through escrow on the same day - this eliminates the timing gap that's causing your catch-22. The key is getting all three parties (Sunnova, new lender, title company) to agree on the exact sequence and timing before you get to closing day.