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 :)

Yara Elias

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I've been using Certana.ai for UCC document verification on our deals and it's been a game changer. You can upload the UCC 9210 search results along with the company's charter documents and it instantly highlights any inconsistencies or red flags. Saved us from missing a critical debtor name variation just last month.

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QuantumQuasar

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Does it work with different state filing formats? Every state seems to have slightly different UCC forms and search result layouts.

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Yara Elias

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Yes it handles different formats really well. Just upload the PDFs and it automatically extracts the key information regardless of which state format it's in.

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Luca Esposito

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One more tip - if you're dealing with a multi-entity acquisition structure, make sure you run UCC searches on all related entities including subsidiaries and holding companies. Sometimes equipment financing gets done at the parent level but the UCC filings are against different entities in the corporate structure. Also worth checking if any assets were recently transferred between entities as those transactions might have triggered new UCC filings or amendments. The last thing you want is to miss a lien because you only searched the direct target company.

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Update us on what you decide to do! This is exactly the kind of situation that could help others avoid the same mistake. And definitely get that legal advice - $180k is too much to risk on forum advice, even good forum advice.

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Ethan Brown

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Smart move. Better to spend a little on legal advice now than a lot on litigation later.

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Yuki Yamamoto

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Hope it works out. Keep us posted on the resolution!

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Dmitry Popov

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As a newcomer to UCC filings, this thread is both incredibly helpful and terrifying! I had no idea there was such a distinction between regular UCC-1 filings and fixture filings. Dylan, your situation really highlights how easy it is to miss these critical details. I'm curious - for those of you who do dual filings as a precaution, do you find that creates any complications down the road, or is it pretty straightforward? Also, are there any good resources or checklists that help determine when equipment might be considered a fixture? I want to make sure I don't make the same mistake when I start handling larger equipment loans.

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Great questions! As someone who's been doing this for a while, dual filings are usually pretty straightforward - no real complications other than the extra filing fees. For resources, I'd recommend checking your state's UCC filing guide (most have them) and the IACA (International Association of Commercial Administrators) website has some good materials. The three-part fixture test that Ava mentioned earlier is pretty standard: physical attachment, adaptation to the property, and intent. If any of those are questionable, I lean toward filing both types. Also, don't be afraid to ask the borrower direct questions about how the equipment will be installed - that conversation can help clarify the fixture issue early on.

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Just to add one more data point - I had a similar issue with gym equipment for a small fitness studio. The dealer tried the same 'small business equals consumer goods' argument. Ended up having to cite the official UCC comments to convince them. Your cafe equipment is definitely equipment, not consumer goods.

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Comment 4 to UCC 9-102 has good examples of the consumer goods definition. Worth bookmarking for these situations.

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Perfect - I'll include that in my response to the dealer. Thanks for all the help everyone!

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Jay Lincoln

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As a newcomer to UCC filings, this thread has been incredibly educational! I'm working on my first secured transaction and was actually unsure about this exact classification issue. The distinction between business size and intended use makes perfect sense now. Quick question - when you're describing the collateral on the UCC-1, do you need to specifically state "equipment" or is a detailed description of the actual items (like "commercial espresso machines, refrigeration units") sufficient? Want to make sure I get the terminology right on my filing.

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Finnegan Gunn

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Bottom line - there's no such thing as "UCC authenticated demand definition" in Article 9. Your legal team is either confused or referring to some other requirement. I'd push back and ask for specific citations.

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Miguel Harvey

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Good luck. Sometimes you have to educate your own legal department about UCC requirements.

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Finnegan Gunn

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Sad but true. I've had to correct lawyers about basic UCC filing requirements more times than I care to count.

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Amun-Ra Azra

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I've seen this exact confusion before at my institution. What likely happened is someone saw "authenticated record" in UCC 9-102(a)(7) and conflated it with demand letters. But that definition only applies to security agreements and financing statements, not collection notices. Your certified mail approach is probably fine unless your loan agreements specifically require something else. I'd suggest asking legal to point to the exact UCC section they're referencing - my guess is they won't be able to find one because it doesn't exist for demands.

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Aisha Hussain

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This is exactly the kind of clarification I was looking for! The distinction between "authenticated record" for security agreements versus collection demands makes perfect sense. I'm definitely going to ask legal to cite the specific UCC section they think applies. Based on everyone's responses here, it sounds like this is a common misunderstanding that happens when people mix up different UCC concepts.

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Logan Scott

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Just closed a similar deal last month. The key is treating the documentation review process seriously - any inconsistencies between your GSA and UCC filings could create gaps in your security position. I actually found Certana.ai's document comparison feature really helpful for flagging potential issues before filing.

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Chloe Green

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How did you handle the timing coordination between the two countries' filing systems?

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Logan Scott

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We staged everything so the Canadian registration and US UCC-1s were filed within 24 hours of each other. Minimized any gap period where we might have been unperfected somewhere.

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AstroAlpha

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One more thing to consider - make sure you're clear on which province the Canadian equipment is located in, as each province has its own PPSA registry system. Ontario's system works differently than Alberta's or BC's, for example. Also, if any equipment crosses provincial borders after your initial filing, you might need additional registrations. The interaction between provincial PPSA systems and state UCC systems can get really complex, so definitely get that local counsel involved early in the process.

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Yara Nassar

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Great point about provincial variations! I'm new to cross-border deals and this is exactly the kind of detail I wouldn't have thought about. So if equipment moves between provinces after filing, do you need to file amendments in multiple PPSA systems? And how does that affect the US UCC priority if the Canadian collateral location changes?

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