UCC Document Community

One thing to double-check - make sure your collateral description in the UCC-1 will cover the specific equipment. Generic descriptions like 'equipment' might not be sufficient for perfection if the equipment has unique characteristics or if you need to enforce against specific items.

Just want to add another perspective here - I've been doing secured lending for about 8 years and the attachment vs perfection confusion used to trip me up constantly. Here's what finally clicked for me: think of attachment as creating the security interest and perfection as protecting it from other creditors. You can absolutely file the UCC-1 before the debtor gets the equipment - in fact, it's standard practice in equipment financing. The key is making sure your security agreement is properly drafted to cover equipment the debtor will acquire. Most standard forms handle this with "after-acquired property" language. File that UCC-1 now and sleep better knowing you've locked in your priority date. The $180K value definitely makes this worth getting right the first time.

Coming at this as someone relatively new to UCC filings, this discussion has been a real eye-opener! I've been making this way more complicated than it needs to be. The key takeaway for me is that it's all about who owns the collateral, not who owes the money. So in your case with ABC Manufacturing LLC and John Smith, if the LLC owns the equipment, then ABC Manufacturing LLC is your debtor - period. The personal guarantee is completely separate from the UCC filing. I'm definitely going to start using that secretary of state business entity search trick before every filing to make sure I get the exact name formatting right. Nothing worse than getting a rejection and having to start over! Thanks everyone for breaking down the UCC debtor definition so clearly.

As someone who's been handling UCC filings for several years now, I wanted to jump in and reinforce what others have said - you're definitely overthinking this! The UCC debtor definition is straightforward: it's whoever owns the collateral, full stop. In your case with ABC Manufacturing LLC and the equipment, if the LLC purchased and owns that equipment, then ABC Manufacturing LLC is your debtor on the UCC-1 form. John Smith's personal guarantee is irrelevant for UCC filing purposes - that's just additional security for your loan, not something that affects collateral ownership. I'd also echo the advice about getting the exact legal name from the LLC's formation documents. Even something as small as missing a comma or using "Limited Liability Company" instead of "LLC" can trigger a rejection. The secretary of state's business entity search is your friend here - use it every single time before filing to confirm the exact name formatting and make sure the entity is still in good standing.

Don't let the borrower's notation distract you from the real UCC-1 essentials. Make sure the debtor name exactly matches their legal entity name, verify your collateral description covers what you intended to secure, and monitor for your continuation deadline in five years. Those are the things that actually matter for maintaining perfection.

Just wanted to add my perspective as someone who's dealt with this exact issue. The UCC 1-308 notation is essentially meaningless on a financing statement - it's based on a fundamental misunderstanding of what the UCC-1 actually does. Your filing creates constructive notice of your security interest to third parties, regardless of what the debtor wrote next to their signature. The actual security interest itself comes from your underlying security agreement, not from the financing statement. As long as your debtor name is accurate and your collateral description is sufficient, you're properly perfected. I'd recommend keeping documentation of this in your loan file in case it comes up later, but there's no need to amend or refile anything. Your $180K secured position is solid.

As someone who's dealt with business compliance for years, I can confirm this is 100% a scam. These companies harvest public business registration data and send out thousands of these letters hoping to catch business owners who don't know better. The real red flag is the $89 fee - legitimate UCC searches through Texas SOS cost around $15-20. If you had actual UCC liens against your business, you'd already know about them from your lender or creditor. Save your money and just toss that letter in the trash where it belongs.

I run a small accounting practice and see these UCC scam letters come through my office constantly. What really bothers me about these companies is how they deliberately make their letterhead and language look like official government correspondence. They know exactly what they're doing - targeting busy business owners who are trying to stay compliant and don't have time to research every piece of mail. The legitimate UCC system is actually pretty simple: if you have secured business debt, your lender files the UCC-1 financing statement and handles all the paperwork. You don't need to pay some random company $89 to "maintain protection" on anything. These scammers are counting on people not understanding that basic fact about how secured transactions work.

Bottom line - let the borrower add whatever they want to their signature, use the correct legal entity name from state records on your UCC-1, and file normally. The UCC 1-308 notation is basically meaningless legal theater that doesn't affect your security interest or their repayment obligations. I've seen this dozens of times and it never causes actual problems as long as you handle the filing correctly.

I've handled several of these UCC 1-308 situations over the years, and the key thing to remember is that this notation is based on a fundamental misunderstanding of what UCC 1-308 actually does. The statute simply allows parties to preserve rights when performing under protest or without waiving claims - it doesn't create some magical opt-out from commercial obligations. Your borrower likely got this idea from online sovereign citizen materials that completely misinterpret the code. From a practical standpoint, let them sign however they want, but make absolutely sure your UCC-1 uses the exact registered business name from your state's corporate database. The Secretary of State's filing system won't care about signature styles on underlying documents - they're only looking at the debtor name field on the UCC form itself. I'd also recommend getting a legal opinion letter for your file documenting that the signature notation has no effect on the enforceability of your security interest, just to cover all your bases.