UCC Document Community

Bottom line - you need both documents for different reasons. Security agreement creates the lien, UCC-1 perfects it. Without both, you're not fully protected. The debtor name consistency is critical, and timing matters. Get both done right the first time.

One more thing to keep in mind - the UCC-1 financing statement has a 5-year term, so you'll need to file a continuation statement before it expires if your loan term is longer. The security agreement doesn't expire, but your perfected status will lapse if you don't continue the UCC filing. Mark your calendar for the continuation deadline - it's easy to forget but critical for maintaining your priority position.

Update us on how it goes! Always curious to hear about other people's experiences with California UCC amendments.

Just to add another perspective - I've found it helpful to do a quick UCC search on your debtor before filing the amendment to make sure there aren't any other liens that might complicate things. Sometimes you discover other creditors have filed against the same collateral and it's better to know that upfront. Also, for the $180k deal size, you might want to consider getting title insurance on the UCC filing if your bank offers it. Small cost compared to the potential exposure if something goes wrong with the perfection.

Long term, you might want to look into UCC monitoring services that track your filings and alert you to potential issues. Short term, focus on finding any technical defects in the competing lender's filing - that's probably your best shot at this point.

This is a tough situation but unfortunately pretty common with mobile equipment financing. The 4-month rule under UCC 9-316 is strict - once your perfection lapsed after month 4, the competing lender who filed in month 6 would have priority even though your security interest was created first. Your main options now are: 1) Scrutinize their UCC-1 filing for any technical defects (debtor name errors, insufficient collateral description, etc.), 2) Review whether the equipment was truly "located" in the new state vs. just temporarily deployed there, and 3) Pursue the debtor for breach of your security agreement terms. The notification language in your agreement might not help with priority but could give you damages against the debtor. Going forward, definitely consider protective filings in adjacent states for mobile equipment - much cheaper than losing a six-figure loan to a priority dispute.

Thanks everyone for clearing up the state vs county filing confusion. I was making the same mistake as the OP. This thread probably saved me from looking foolish when I call the Nassau County Clerk's office asking about UCC fees!

Just wanted to add a practical tip for anyone doing multiple UCC filings - I always do a quick UCC search on each debtor before filing to see what's already on record. Sometimes you'll discover existing liens you weren't aware of, or you might find that a previous lender filed with slightly different name variations. This can help you make sure your filing will be consistent with what's already in the system. The NY search fee is only $10 per debtor name, so it's worth the small cost to avoid potential issues later.

Thanks everyone for all the detailed explanations! This has been really eye-opening. I had no idea UCC-3 forms were so versatile - amendment, continuation, termination, partial releases, corrections. Really appreciate the practical tips about exact name matching and keeping documentation. For my LLC to corporation conversion, sounds like I definitely need an amendment rather than a new filing. One follow-up question though - should I wait until closer to my 5-year expiration in 2024 to file both the amendment and continuation together, or is it better to handle the name change amendment now and deal with continuation separately later?

Great question about timing! I'd actually suggest filing the name change amendment sooner rather than later. Here's why: since you did an LLC to corp conversion, you want that new entity name reflected in the UCC records as soon as possible for legal clarity. If you wait until 2024, you'll have almost 5 years where the public record doesn't match your actual business entity, which could create issues if anyone searches for liens against your current corporation name. Plus, filing the amendment now gives you a clean slate - if there are any rejection issues with the name change, you'll have plenty of time to resolve them without the pressure of an approaching expiration. You can always file the continuation separately in 2024, and the filing fees aren't usually significant enough to make combining them a major cost savings. Better to be current and compliant now than risk complications later.