UCC Document Community

Another thing to consider is your collateral descriptions. Make sure the language in your security agreement matches what you put in the UCC filings. I've seen deals where inconsistent descriptions caused problems during enforcement.

Thank you all for this incredibly helpful discussion! As someone new to commercial lending, I was feeling overwhelmed by the UCC vs mortgage requirements, but reading through everyone's experiences has really clarified things for me. The consensus seems to be: when in doubt, file UCC-1 statements for personal property and UCC fixture filings for anything that could be considered removable. I appreciate the practical advice about creating detailed collateral categorization lists and filing well before closing. The horror stories about losing priority due to missed filings are exactly the wake-up call I needed. I'm definitely going to adopt the "over-file rather than under-file" approach and will look into some of the document verification tools mentioned here to avoid description inconsistencies. This community is such a valuable resource for navigating these complex situations!

One more thing - make sure your collateral description hasn't changed either. If you've added equipment since 2020 you might need to amend that too, not just the debtor name.

Had a similar situation in Tennessee a few months back. One thing that might help - when you pull that certificate of existence, also check if your registered agent info matches exactly on both the UCC-1 and your current corporate records. Tennessee sometimes flags mismatches there too, even if it's not obvious. Also, if you're working with a tight timeline and want to be extra careful, consider doing the amendment via their expedited processing for an extra fee. It's like $25 more but cuts the processing time in half. Better safe than sorry when you've got $480k in collateral on the line.

Just went through something similar with construction equipment. Key is documenting that the sale wasn't part of the debtor's ordinary business operations. Court records, business licenses, tax returns showing what they actually do vs. what they sold can all be helpful evidence.

Thanks everyone for the helpful analysis! Based on the discussion, it sounds like we have a strong position since our debtor is clearly a manufacturer selling production equipment rather than being in the equipment sales business. I'll gather documentation showing their actual business operations and licensing to support that this wasn't an ordinary course sale. Really appreciate the insights on how 9-320(a) works - the ordinary course test is more straightforward than I initially thought once you focus on what business the seller is actually in rather than the buyer's knowledge.

Last resort would be to have your lender provide you with the filing number directly. They should have that information in their loan file and then you can search by the specific UCC number instead of names.

Another thing to check - make sure you're searching in the correct UCC database. Some states have separate databases for different types of filings or different time periods. Also, if your business has multiple locations or subsidiaries, the lender might have filed under a parent company name or with a different address than you expect. I'd recommend creating a list of every possible name variation (legal name, DBA, abbreviated versions, with/without punctuation) and systematically searching each one in both your state and any states where you have equipment or operations.

Bottom line: UCC 1-308 might preserve some rights in very specific circumstances, but it's not a magic shield against secured creditor remedies. If you're concerned about your rights in a secured transaction, focus on the security agreement terms, the accuracy of UCC filings, and compliance with notification requirements. Those are the areas where you can actually protect yourself.

As someone who's worked in commercial finance for over a decade, I can tell you that UCC 1-308 reservations are largely ineffective in secured transactions for a fundamental reason: they don't address the core mechanics of how security interests work. When a creditor files a UCC-1, they're creating a public notice of their claim against specific collateral. Your reservation of rights doesn't change the priority rules, doesn't affect perfection, and doesn't alter the creditor's remedies under Article 9. The real protection comes from understanding your security agreement's default provisions, cure periods, and notice requirements. I've seen borrowers spend countless hours on UCC 1-308 research when they should have been negotiating better loan terms or ensuring their UCC filings were accurate. Focus your energy on the substance of your agreements rather than procedural reservation clauses that courts routinely find inapplicable to voluntary commercial transactions.