UCC Document Community

This thread has been incredibly helpful! I'm dealing with a similar situation on a smaller scale ($450K manufacturing equipment lease). One thing I'd add is to make sure your attorney clearly defines which type of tender applies in each section of your documents. I had mine create a simple chart showing: 1) Equipment delivery tender (Article 2) - what the seller must do, 2) Purchase payment tender (Article 2) - what I must do to seller, 3) Financing payment tender (Article 9) - regular payments to lender, and 4) Default cure tender (Article 9) - what I must do if in default. Having it laid out visually really helped me understand the different obligations and timing requirements. For the UCC-1 filing itself, focus on the basics - accurate debtor name, precise equipment description with serial numbers if available, and proper filing jurisdiction. The tender stuff is important for understanding your ongoing obligations but shouldn't complicate the actual filing process.

As someone who's been through multiple secured transaction deals, I can't emphasize enough how important it is to get clarity on tender definitions upfront. What helped me was creating a master document that cross-references every use of "tender" in all my transaction documents with the specific UCC section it relates to. For your $2.8M equipment deal, I'd suggest having your attorney prepare a tender obligations summary that covers: when tender is required, what form it must take (cash, wire, certified funds), any notice requirements, and cure periods if applicable. The UCC-1 filing itself is straightforward - just focus on accurate debtor information and detailed equipment descriptions. But understanding your tender obligations could save you from costly mistakes down the road, especially if you ever need to cure a default or exercise any rights under the security agreement.

Bottom line on UCC foreclosure meaning: it's not foreclosure like you know it from real estate. It's the lender exercising their rights under the security agreement to take and sell your collateral. Much faster process than real estate foreclosure and fewer protections for you as the debtor. Your equipment is at risk once you default, so communication with the lender is crucial to avoid repossession.

One thing that might help is understanding that UCC Article 9 does give you some defensive options even after default. You can demand that they provide you with an accounting of what you owe, including how they calculated any fees and costs. You also have the right to receive detailed notice before any sale, including when and where it will happen. If you think the sale wasn't conducted in a commercially reasonable manner, you can challenge it later to reduce any deficiency judgment. Don't just assume they have all the power - there are procedural requirements they must follow, and violations can work in your favor.

UPDATE: Thanks everyone for the guidance on UCC1-301 name requirements. Pulled the current SOS records, used the exact registered name, and the filing was accepted immediately. Also going to amend the security agreement to reference the name change to keep everything consistent.

This thread is incredibly helpful! I'm dealing with a similar UCC1-301 situation right now where our borrower (a corporation) merged with another entity and changed their name as part of the merger. The challenge is that our original security agreement was signed before the merger, but we need to file a continuation statement soon. Should I treat this like a name change scenario and use the post-merger name, or does the merger create additional complications under UCC1-301? The collateral is manufacturing equipment worth about $250K so getting this right is critical.

One last thought - make sure you're looking at the complete picture. Are there any other creditors with interests in this equipment? Sometimes priority disputes get more complicated when there are three or more parties involved. Also verify that both security interests cover the same collateral.

I've handled quite a few Article 9 priority disputes over the years, and unfortunately the outcome here seems pretty clear-cut. The first-to-file rule under UCC 9-322(a)(1) is going to control since you're both dealing with the same type of collateral perfected by filing. Your March 15th security agreement gave you attachment, but perfection didn't occur until your March 22nd filing - and that's what matters for priority. However, don't give up entirely yet. I'd strongly recommend doing a forensic review of their UCC-1 filing. Look for any errors in the debtor name (even minor variations can be fatal), collateral description issues, or other filing defects. Also verify that their security agreement was actually signed before their filing date. Sometimes lenders file first and backdate documents, which can create vulnerabilities. Given the $850K at stake, it's worth investing in a thorough analysis before conceding priority.

This thread is making me paranoid about our own UCC filings now! We have several California UCC-1s that probably need amendments for additional collateral. Might be time to do a comprehensive review of all our secured transactions.

This is a complex situation that requires careful attention to both the security agreement and UCC filing requirements. Based on what you've described, I'd recommend a few key steps: First, review your original security agreement language very carefully. If it doesn't include "after-acquired property" clauses, you likely have a perfection gap for the period between when the debtor acquired the new equipment and when you can get the UCC-3 amendment filed. This could affect your lien priority. Second, consider whether a new UCC-1 with broad collateral language might be better than amending. For a $750K facility, the extra filing fee could be worth the certainty of proper coverage from the acquisition date forward. Third, make sure your amended security agreement has an effective date that covers the equipment acquisition period, and consider adding comprehensive "after-acquired property" language to prevent future gaps. California SOS has been stricter lately about formatting, so double-check debtor names match exactly across all documents and avoid special characters in your collateral descriptions. For collateral language, I'd suggest something like "all manufacturing, production and processing equipment, machinery, and related assets, whether now owned or hereafter acquired" rather than serial number specificity. Given the amount at stake, you might also want to consider UCC insurance as backup protection while you sort out the filing strategy.