UCC Document Community

The uniformity of UCC adoption is actually one of its success stories. Before the UCC, every state had different secured transaction laws and it was a nightmare for interstate commerce. Now at least you know the basic framework is the same everywhere, even if the details vary.

Great thread! Just wanted to add that while all states have adopted UCC Article 9, I've found it helpful to maintain a checklist of state-specific quirks for multi-state deals. Things like whether the state requires middle initials in debtor names, how they handle LLC suffixes (LLC vs L.L.C.), and filing fee structures. Also, don't forget about the choice of law provisions in your security agreements - you can often pick the most favorable state's law to govern even if you're filing in multiple jurisdictions. Makes the whole process much smoother when you're prepared for the variations upfront.

The bottom line is that chattel paper is one of the more complex collateral types under the UCC. If you're not comfortable with the definitions and requirements, it might be worth consulting with someone who specializes in secured transactions. A bad filing can be worse than no filing at all.

Just went through this exact same pain with chattel paper descriptions getting rejected multiple times. What finally worked for me was breaking down each type of document separately in the collateral description rather than trying to lump everything together. For your equipment notes, make sure they actually show both the debt AND the security interest in the specific equipment - if they don't clearly establish the security interest, they might not qualify as chattel paper at all. Your conditional sale contracts should be fine since they inherently show both elements. For the lease agreements, you'll need to figure out if they're true leases or disguised security agreements first. If you can't tell, you might want to describe them as general intangibles instead of chattel paper to be safe. The signature issue is real too - if some don't have debtor signatures, they might not meet the chattel paper definition. Consider whether those unsigned documents should be described differently in your filing.

Real estate security agreements often cover both fixtures and personal property in one document, but you need different filing strategies for each type of collateral. Don't assume one filing covers everything.

For warehouse deals like yours, I typically see fixture filings for HVAC and electrical systems, regular UCC-1s for removable equipment, and mortgage coverage for structural improvements. The security agreement covers all of it but each needs appropriate perfection.

Quick update - I filed the new UCC-1 this morning and it was accepted within a few hours. Used the exact legal name from the Articles of Incorporation and updated collateral descriptions. Now just waiting on the search results to confirm no intervening filings. Thanks everyone for the advice, especially about the name matching requirements.

Just want to add that it's worth implementing a systematic tracking process going forward to prevent this from happening again. I manage UCC filings across multiple states and found that creating a master spreadsheet with automated email alerts has been a lifesaver. Include columns for filing date, expiration date, state, debtor name, and collateral value - then set up calendar reminders at 12 months, 6 months, and 3 months before expiration. The peace of mind is worth the initial setup time, especially when you're dealing with high-value collateral like your $180k equipment.

Thanks everyone for the help! Sounds like Ohio is definitely the right choice. Going to pull their corporate docs tomorrow and get this filed. Appreciate all the advice about double-checking that debtor name - definitely don't want to deal with a rejection.

One thing I'd add - make sure to check if the debtor has any registered office changes or amendments filed after their original incorporation. Sometimes companies move their principal place of business but don't update their registered office, which can affect which state you need to file in. Ohio's SOS website has a pretty good search function where you can look up the entity and see all their current filings. Also worth noting that Ohio charges $40 for electronic UCC-1 filings, so factor that into your costs. Good luck with your first filing!