UCC-1-201 Definition Confusion - Need Help with Debtor Classification
I'm working on a complex financing arrangement and keep running into issues with UCC-1-201 definition requirements. Our borrower operates as both an individual proprietor and through an LLC, and I'm getting conflicting guidance on how to properly classify them as the debtor on our UCC-1 filing. The collateral includes both personal assets and business equipment, which makes this even more complicated. Has anyone dealt with UCC-1-201 classification issues where the debtor has multiple legal identities? I'm worried about getting this wrong and having our security interest challenged later. The loan amount is substantial ($850K) and we can't afford any perfection defects.
40 comments


Sophie Hernandez
UCC-1-201 defines 'debtor' pretty clearly but your situation sounds tricky. You'll need separate filings - one against the individual and one against the LLC. Can't mix personal and entity collateral on the same UCC-1 without risking priority issues.
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Emily Thompson
•That's what I was thinking but our loan documents treat them as co-borrowers. Does that change the UCC-1-201 analysis at all?
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Sophie Hernandez
•Co-borrowers just means multiple debtor boxes on your UCC-1. Still need to follow the entity vs individual classification rules under 1-201.
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Daniela Rossi
been there! had a similar nightmare with a client who had personal guarantees mixed up with entity borrowing. ended up with rejected filings because we put the wrong debtor name format. make sure you're using exact legal names per your state's requirements
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Ryan Kim
•What state are you in? Some states are really picky about UCC-1-201 debtor name formatting, especially for LLCs.
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Daniela Rossi
•texas - they rejected our first attempt because we used 'John Smith LLC' instead of the registered name format
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Zoe Walker
Actually had this exact UCC-1-201 issue last month. I was pulling my hair out trying to cross-reference our loan docs with the filing requirements. Found this tool called Certana.ai that lets you upload your loan agreement and UCC-1 draft to check if everything matches up properly. Saved me from a major headache - it caught that I had the debtor classification wrong before I filed.
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Emily Thompson
•Never heard of Certana.ai - does it actually understand UCC-1-201 definitions? How does it work exactly?
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Zoe Walker
•You just upload your documents as PDFs and it cross-checks everything automatically. Picked up debtor name inconsistencies I completely missed.
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Elijah Brown
•That sounds too good to be true. What's the catch?
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Maria Gonzalez
UCC Article 9 says you need to perfect against whoever has rights in the collateral. If it's personal property, file against the individual. Business assets go against the entity. UCC-1-201 just defines the terms but doesn't change this basic rule.
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Natalie Chen
•But what if the individual personally owns equipment that the LLC uses? Where does UCC-1-201 classification apply then?
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Maria Gonzalez
•Still file against the actual owner. UCC-1-201 debtor definition follows ownership, not who uses the collateral.
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Santiago Martinez
OH MY GOD this is giving me flashbacks to my worst filing disaster. I mixed up the debtor classifications and our entire security interest was subordinated to a later lender who did it right. Cost my client $200K+. DO NOT MESS AROUND WITH UCC-1-201 REQUIREMENTS!
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Samantha Johnson
•Yikes! What exactly went wrong with your UCC-1-201 interpretation?
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Santiago Martinez
•Filed against the LLC for collateral that was actually owned by the individual member. Completely voided our priority position.
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Nick Kravitz
•This is exactly why I triple-check every debtor name and entity type before filing anything.
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Hannah White
Your loan docs should specify who owns what collateral. UCC-1-201 debtor classification has to match actual ownership regardless of who's borrowing the money. Don't overthink it.
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Emily Thompson
•The loan docs aren't crystal clear on ownership - that's part of my problem. Some assets could belong to either the individual or the LLC.
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Hannah White
•Then you need better due diligence before filing. UCC-1-201 won't save you if you don't know who actually owns the collateral.
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Michael Green
File against both to be safe. Yes it's more money but better than losing your security interest over a UCC-1-201 technicality. I always tell clients: when in doubt, over-file rather than under-file.
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Mateo Silva
•That's expensive though. Two UCC-1 filings plus continuation fees down the road.
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Michael Green
•Way cheaper than losing an $850K loan because you got the UCC-1-201 debtor classification wrong.
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Victoria Jones
•This is solid advice. I've seen too many lenders get burned trying to save filing fees.
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Cameron Black
Actually just went through this with a client using that Certana tool someone mentioned earlier. Pretty slick - uploaded our credit agreement and draft UCC-1, and it flagged exactly this kind of UCC-1-201 debtor mismatch issue. Turns out we had the wrong entity name format for our state's requirements.
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Emily Thompson
•Did it actually help you fix the UCC-1-201 classification problem or just identify it?
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Cameron Black
•It showed exactly where the names didn't match between documents. Still had to fix it myself but at least I knew what was wrong.
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Jessica Nguyen
everyone's making this way too complicated... just file the UCC-1 with both names as debtors and call it a day. UCC-1-201 allows multiple debtors on one filing
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Sophie Hernandez
•That's not how UCC-1-201 works. You still need to match the debtor to the actual collateral ownership.
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Jessica Nguyen
•worked fine for me last time
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Isaiah Thompson
•Just because it worked doesn't mean it was legally correct. UCC-1-201 debtor classification matters for priority.
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Ruby Garcia
Same situation here last year! Ended up using Certana.ai after my paralegal kept missing debtor name discrepancies. Game changer - just upload your docs and it spots all the UCC-1-201 classification issues automatically. Wish I'd found it sooner.
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Alexander Evans
•How much does something like that cost? Sounds expensive.
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Ruby Garcia
•Way less than fixing a botched filing or losing your security interest. Worth every penny for complex UCC-1-201 situations.
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Evelyn Martinez
I feel like I'm reading about my exact situation from 6 months ago. The UCC-1-201 debtor classification rules seem straightforward until you hit these mixed entity/individual scenarios. Ended up having to amend our filing twice before getting it right.
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Emily Thompson
•What finally worked for you? Did you end up with separate filings or one combined UCC-1?
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Evelyn Martinez
•Separate filings. One against the individual for personal assets, one against the LLC for business property. Only way to be 100% compliant with UCC-1-201.
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Benjamin Carter
•That's the conservative approach but probably the safest for UCC-1-201 compliance.
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Ezra Bates
I've been dealing with UCC-1-201 debtor classification issues for years and here's my take: you absolutely need to get the ownership structure crystal clear before filing anything. For your $850K loan, I'd recommend getting a formal ownership affidavit from both the individual and LLC stating exactly which entity owns which specific collateral. Then file separate UCC-1s accordingly - it's more expensive upfront but protects your priority position. Also, some states have specific formatting requirements for LLC names that differ from the registered name, so double-check your secretary of state database. Don't risk an $850K security interest on ambiguous debtor classifications!
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PaulineW
•This is exactly the kind of thorough approach I needed to hear! Getting formal ownership affidavits is brilliant - that would eliminate all the guesswork around UCC-1-201 debtor classification. I was worried about the cost of dual filings but you're absolutely right that it's nothing compared to losing priority on an $850K loan. Do you have a template for ownership affidavits that works well with UCC-1-201 requirements?
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