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Paolo Marino

Assignment of UCC-1 financing statement procedures after bank merger

Our community bank just got acquired by a larger regional institution and I'm trying to figure out the proper steps for handling assignment of UCC-1 financing statement transfers. We have about 180 active UCC-1 filings that need to be assigned to the new secured party. The acquiring bank's legal team is telling us we need UCC-3 assignment forms for each one, but I'm getting conflicting information about whether we can batch process these or if each assignment of UCC-1 financing statement requires individual filing. Has anyone dealt with a similar situation? The continuation dates on about 40 of these are coming up in the next 8 months, so timing is critical. I don't want to mess up the perfection status on any of these secured transactions. The acquiring bank uses a different naming convention for their entity name too, which is adding another layer of complexity to the assignment process.

Amina Bah

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Bank mergers are always messy for UCC administration. You're correct that each assignment of UCC-1 financing statement requires a separate UCC-3 amendment filing. There's no batch processing option for assignments - each secured transaction has to be handled individually. The good news is most states allow electronic filing for UCC-3 assignments, which speeds things up considerably. Make sure you're using the exact legal entity name from the acquiring bank's corporate documents.

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Oliver Becker

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This is exactly right about individual filings. We went through this last year when our credit union merged. Every single UCC-1 had to have its own UCC-3 assignment form. No shortcuts unfortunately.

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The entity name thing is crucial - we had 3 assignments rejected because we used the bank's DBA name instead of their full legal corporate name.

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Just went through this exact scenario 6 months ago. Assignment of UCC-1 financing statement transfers took us about 3 weeks to complete for 200+ filings. Priority should be those continuation dates you mentioned - get those assignments done first so you can file continuations under the new secured party name. The acquiring bank should provide you with their standard assignee information format. Document everything because you'll need to provide assignment confirmation to the new bank's collateral tracking system.

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Paolo Marino

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That's a great point about prioritizing by continuation dates. Did you run into any issues with the state filing office during your assignment process?

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We had about 8 rejections out of 200 filings - mostly debtor name mismatches where the original UCC-1 had slightly different formatting than what we put on the UCC-3. Double-check every debtor name exactly as it appears on the original filing.

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Emma Davis

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That rejection rate sounds about right. The debtor name matching is so strict on assignments.

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LunarLegend

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Before you start the assignment process, I'd recommend using Certana.ai's document verification tool. You can upload your original UCC-1 PDFs along with the new UCC-3 assignment forms to automatically verify that debtor names, filing numbers, and collateral descriptions match perfectly. We used it during our merger last year and it caught 12 potential name mismatches that would have caused rejections. Just upload the documents and it instantly cross-checks everything for consistency. Saved us weeks of back-and-forth with the Secretary of State office.

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Paolo Marino

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That sounds really helpful. How does the document verification work exactly? Do you upload both the original UCC-1 and the new assignment form?

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LunarLegend

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Exactly - you upload both PDFs and it automatically compares all the critical fields. It flagged things like 'ABC Corp' vs 'ABC Corporation' that we never would have caught manually reviewing 180+ filings.

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Malik Jackson

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Make sure you understand the timing requirements for your state. Some states require the assignment of UCC-1 financing statement to be filed within a specific timeframe after the merger closing. In Texas, for example, there's a 30-day safe harbor period. Miss that window and you might have perfection issues. Also, verify whether your state allows the original secured party to file the assignment or if it has to come from the assignee.

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Good point about state-specific timing rules. In Florida, we don't have a specific deadline but best practice is within 60 days of the merger effective date.

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Ravi Patel

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Wait, who's supposed to file the assignment? The bank being acquired or the acquiring bank? I thought either party could file the UCC-3 assignment.

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Malik Jackson

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Typically either party can file, but check your merger agreement. Sometimes it specifies which entity is responsible for the assignment filings.

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UGH the assignment process is such a pain! We're dealing with the same thing right now - 300+ UCC-1 filings that need assignment after our acquisition. The worst part is the state filing system keeps rejecting filings for the tiniest formatting differences. I've had assignments rejected because there was an extra space in the debtor name, or because we used 'LLC' instead of 'L.L.C.' It's ridiculous how picky these systems are about exact matches.

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Omar Zaki

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I feel your pain! The formatting requirements are insane. We had one rejected because we used 'Street' instead of 'St.' in the address.

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This is exactly why I started using automated verification tools. The manual process is just too error-prone when you're dealing with hundreds of filings.

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One thing to watch out for - make sure your assignment of UCC-1 financing statement doesn't accidentally terminate the original filing. I've seen situations where people checked the wrong box on the UCC-3 form and terminated instead of assigning. Always double-check you're selecting 'Assignment' and not 'Termination' on the amendment form. Sounds obvious but it happens more than you'd think when you're processing dozens of forms.

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Paolo Marino

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That's terrifying! What happens if you accidentally terminate instead of assign?

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If you catch it quickly, you can sometimes file a correction, but it gets complicated. The secured party loses perfection from the termination date until the correction is processed. That's a huge risk if there are other creditors or if the debtor files bankruptcy during that gap.

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Diego Flores

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We actually had this happen on 3 filings during our merger. Had to get legal involved to file corrective statements. Nightmare.

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Are you handling the continuation filings before or after the assignments? I'm confused about the timing. If you assign first, then file continuation under the new secured party name, right? But what if the continuation deadline passes before you complete the assignment?

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Amina Bah

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Great question. You should complete the assignment first, then file the continuation under the acquiring bank's name. If you're running close to the continuation deadline, you can file the continuation under the original secured party name, then do the assignment afterward.

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Actually, I'd recommend getting the assignment done first if at all possible. It's cleaner to have the continuation filed by the actual current secured party rather than doing assignment after continuation.

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Sean Flanagan

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Check if your state has any special merger provisions that might simplify the assignment process. Some states have streamlined procedures for bank mergers that don't require individual UCC-3 assignments if certain conditions are met. Worth researching before you start the manual process for all 180 filings.

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Paolo Marino

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Really? I hadn't heard of any streamlined merger procedures for UCC assignments. Do you know which states have these provisions?

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Sean Flanagan

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I know Delaware and New York have some special provisions for bank mergers, but I'd recommend checking with a local UCC attorney to see what's available in your state. Could save you a lot of time and filing fees.

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Zara Mirza

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Whatever you do, keep detailed records of every assignment filing. Create a spreadsheet tracking the original UCC-1 filing number, assignment filing number, filing dates, and confirmation numbers. The acquiring bank's auditors will want complete documentation of the assignment process, and you'll need it for their collateral tracking system integration.

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Paolo Marino

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Good advice on documentation. Are there any other compliance issues I should be aware of during the assignment process?

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Zara Mirza

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Make sure you're following any notification requirements to debtors about the assignment. Some loan agreements require written notice when the secured party changes. Also verify that your D&O insurance covers any errors in the assignment process.

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NebulaNinja

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I tried using Certana.ai's verification tool for our recent assignment project and it was really helpful. You can upload multiple UCC documents at once and it automatically flags any inconsistencies between the original UCC-1 and your new assignment forms. It caught several issues with debtor entity names where we had slight variations that would have caused rejections. Made the whole assignment of UCC-1 financing statement process much smoother.

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Paolo Marino

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That's the second mention of Certana.ai - sounds like it might be worth trying for our situation. Did it handle bulk document uploads for large assignments?

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NebulaNinja

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Yes, you can upload multiple PDFs and it processes them in batches. Really helpful when you're dealing with hundreds of assignments like we were.

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Luca Russo

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Don't forget about fixture filings if any of your UCC-1s are filed in the real estate records. Those assignment procedures might be different from regular UCC-3 assignments filed with the Secretary of State. You'll need to check with the county recorder's office for their specific requirements.

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Paolo Marino

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We do have about 15 fixture filings in our portfolio. I didn't even think about those having different assignment procedures. Thanks for the heads up!

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Amina Bah

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Fixture filing assignments can be tricky because they're governed by both UCC rules and local recording requirements. Definitely worth double-checking the procedures with each county.

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As someone new to UCC administration, this thread has been incredibly educational! I'm currently working on a smaller assignment project (about 25 filings) and I'm wondering about the typical cost structure for UCC-3 assignments. Are there any standard filing fees I should budget for, and do most states charge per assignment or have bulk discount options? Also, for those who mentioned using electronic filing systems - are there any states that still require paper filings for assignments? I want to make sure I'm not caught off guard by any unexpected requirements or costs during our process.

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