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Samantha Howard

Need general security agreement template for UCC-1 filing - debtor name requirements?

I'm putting together financing docs for a new equipment loan and need to draft a general security agreement that'll work with our UCC-1 filing. The borrower is an LLC that recently changed their registered name with the state, and I'm worried about getting the debtor name exactly right since I've heard one small mistake can void the whole security interest. Does anyone have a solid general security agreement template they've used successfully? Also wondering about the collateral description language - should it match exactly what goes on the UCC-1 or can there be slight variations? This is for manufacturing equipment worth about $180K so I really can't afford to mess this up. Any advice on the debtor name formatting would be huge too since their old DBA is still showing up in some databases.

The debtor name thing is absolutely critical - you're right to be concerned. For LLCs, you need the exact name as filed with the Secretary of State, not any DBA or trade names. I always pull a current certificate of good standing to verify the exact legal name before drafting anything. As for templates, most general security agreements should have similar core language, but the collateral description needs to be broad enough to cover your equipment while being specific enough to give notice.

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This is so important! I had a filing rejected last month because the LLC had 'Inc.' in their registered name but I used 'Inc' without the period. One tiny punctuation mark cost me weeks of delays.

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Wait, does the collateral description in the security agreement have to match the UCC-1 word for word? I thought there was some flexibility there?

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I've been doing this for 12 years and honestly the biggest headache is always the debtor name accuracy. You mentioned the LLC changed names recently - make sure you're checking the current filing with the state, not just what their business cards say. For the security agreement template, focus on getting the collateral description right. Manufacturing equipment can be tricky because you want to cover future acquisitions but not be so broad that it's meaningless.

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Good point about future acquisitions. Should I include after-acquired property language in both the security agreement and UCC-1, or just the security agreement?

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Include it in both. The UCC-1 should reference 'all equipment now owned or hereafter acquired' or similar broad language. The security agreement can be more detailed about specific types.

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Just wanted to add that I recently started using Certana.ai's document verification tool for this exact situation. You can upload your security agreement and UCC-1 draft as PDFs and it instantly cross-checks the debtor names and collateral descriptions to make sure they align properly. Saved me from a potential disaster where I had slight variations in the equipment descriptions.

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Do NOT rely on online templates for something this important!! Every state has different requirements and a generic template could leave you with gaps in your security interest. Pay a lawyer to draft it properly or at least review whatever template you find. $180K is way too much money to risk on a free download.

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I get the concern about templates, but plenty of lenders use standardized forms successfully. The key is understanding what you're using and adapting it for your specific situation and state requirements.

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Maybe, but I've seen too many deals go sideways because someone thought they could DIY the security docs. At minimum get a lawyer to review it.

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The debtor name issue you mentioned is probably the #1 reason UCC filings get rejected or challenged later. Since the LLC changed names, I'd recommend doing a UCC search under both the old and new names to see what's already on file. Sometimes there are existing liens under the old name that could complicate things. For the security agreement template, make sure it includes proper default language and remedies - that's where a lot of generic templates fall short.

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That's a great point about searching under both names. I hadn't thought about existing liens under the old name. Would those still be valid if they used the old legal name?

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Depends on the timing and whether the old filing was accurate when made. If the lien was filed correctly under the legal name at the time, it's probably still good. But this is getting into complex territory where you really want legal advice.

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This is exactly why I love Certana.ai - you can upload existing UCC search results along with your new documents and it flags potential conflicts or name discrepancies across all the filings.

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Been there with the LLC name changes! What a nightmare. Make sure your security agreement has a covenant that requires the debtor to notify you of any name changes and gives you the right to file amendments. Also consider whether you need personal guarantees from the LLC members - that equipment could walk out the door pretty easily if the business goes south.

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Personal guarantees are definitely something to consider. Equipment financing can be risky if it's the borrower's main asset.

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We are getting personal guarantees from the two main members. Good call on the name change covenant - I'll make sure that's in there.

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For what it's worth, I use a pretty standard general security agreement form that I got from my attorney years ago and just modify the debtor/collateral info for each deal. The key sections you need are: grant of security interest, description of collateral, debtor representations and warranties, default provisions, and remedies. Don't overthink it but don't cut corners either.

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This sounds reasonable. Sometimes people make these documents more complicated than they need to be.

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I disagree - these docs protect your entire security interest. Better to have too much detail than not enough when you're dealing with six figures.

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The manufacturing equipment angle adds some complexity because you might have fixtures that need special treatment. Make sure your collateral description covers equipment that becomes affixed to real estate, and consider whether you need fixture filing language. Also, if any of the equipment is subject to certificates of title (like certain vehicles or trailers), that's a whole different perfection method.

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It's mostly production machinery that'll be bolted down, so fixtures could definitely be an issue. Do I need separate fixture filings or can I cover it in the main UCC-1?

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You can cover fixtures in your UCC-1 but you need to file it in the real estate records too, not just the central filing office. And the description requirements are different - you need to describe the real estate.

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Fixture filings are so confusing! I always mess up the real estate description requirements.

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Just went through this exact scenario last month. LLC had changed names, equipment financing, the whole thing. Biggest lesson learned: get the current Secretary of State certificate AND verify it matches what's in their corporate records. We found discrepancies between what the state had on file and what the company's internal docs showed. Also, for the template, make sure it covers software embedded in the equipment - that's becoming a bigger issue with modern manufacturing gear.

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Great point about the software! Some of this equipment definitely has proprietary software components. How do you typically handle that in the collateral description?

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I usually include language about 'software, programs, and supporting information relating to or used in connection with the equipment' or something similar. You want to cast a wide net.

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This thread is making me nervous about my own filings! I had no idea the debtor name had to be so exact. I've been using the business names from loan applications without verifying against state records. Time to go back and double-check everything...

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Better to catch it now than during a bankruptcy or default situation! Always verify the exact legal name from state records.

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Don't panic but definitely start checking. I've seen security interests get thrown out over name mismatches that seemed minor.

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Already started pulling state certificates for all my recent deals. This is going to be a long week...

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For your general security agreement template, I'd recommend including cross-default provisions if this borrower has other debt. Also make sure you have adequate insurance requirements and the right to inspect the collateral. The LLC name change issue is exactly why I always require borrowers to update me immediately on any corporate changes - saves headaches later when you need to file continuations or amendments.

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Cross-default is definitely something we'll include. This borrower has an existing line of credit with us so we want everything to cross-default.

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Insurance requirements are huge with equipment financing. Make sure you're named as loss payee and additional insured.

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Exactly. And get certificates annually to make sure coverage stays current. Equipment can depreciate fast if it's not properly maintained and insured.

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