UCC-1 filing confusion with umbrella security agreement collateral description
Been working on a UCC-1 filing for our client who has an umbrella security agreement covering multiple business entities under one loan structure. The collateral description is driving me crazy because it references 'all present and after-acquired personal property' across three separate LLCs but I'm not sure if I need to file separate UCC-1s for each entity or if one comprehensive filing will work. The umbrella security agreement lists all three companies as debtors but our lender is paranoid about perfection issues. Has anyone dealt with multi-entity umbrella security agreement filings before? The loan amount is substantial ($2.8M) so we can't afford to mess this up. Also wondering if the debtor names need to match exactly as they appear in each LLC's formation documents or if there's any flexibility when they're all covered under the umbrella agreement.
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Angelina Farar
You definitely need separate UCC-1 filings for each LLC entity. Even though they're covered under one umbrella security agreement, each legal entity requires its own perfection filing. The debtor names must match exactly as they appear in the state formation documents - no flexibility there. I learned this the hard way when one of our filings got rejected because we abbreviated 'Limited Liability Company' as 'LLC' when the charter had it spelled out.
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Sebastián Stevens
•This is correct. Each entity needs its own UCC-1 even with umbrella security agreements. The collateral description can reference the umbrella agreement but the debtor name field is where you'll have different entity names for each filing.
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Bethany Groves
•Wait, so even if the umbrella security agreement bundles everything together, the UCC system still treats each LLC as a separate debtor? That seems inefficient but makes sense from a legal standpoint I guess.
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KingKongZilla
I had a similar situation last year with a $3.2M umbrella security agreement covering four related entities. Tried to do one UCC-1 listing all four as debtors and it got rejected immediately. Had to refile as four separate UCC-1s with identical collateral descriptions referencing the umbrella agreement. Make sure your collateral description specifically mentions that it's 'pursuant to umbrella security agreement dated [date]' - this helps tie everything together legally even though they're separate filings.
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Rebecca Johnston
•That's a great tip about referencing the umbrella agreement date in the collateral description. Did you have any issues with continuation filings down the road? I'm wondering if all three need to be continued together or if they can lapse independently.
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KingKongZilla
•Good question - they can actually lapse independently since they're separate filings, but obviously you want to continue all of them together to maintain perfection across the entire umbrella structure. I set calendar reminders for all four at the same time.
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Nathan Dell
•This is exactly why I started using Certana.ai's document verification tool. You can upload your umbrella security agreement and proposed UCC-1 filings together and it instantly flags any debtor name mismatches or collateral description inconsistencies. Saved me from making a costly mistake on a similar multi-entity filing.
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Maya Jackson
The umbrella security agreement structure is becoming more common but the UCC filing requirements haven't adapted. You're stuck with the one-debtor-per-filing rule regardless of how your security documents are structured. For debtor names, pull the exact legal names from each state's SOS database rather than relying on what's in the umbrella agreement - sometimes there are slight variations that will cause rejections.
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Tristan Carpenter
•This is so frustrating! Why can't the UCC system just evolve to handle modern lending structures? Seems like we're using 1960s filing rules for 2025 business relationships.
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Amaya Watson
•I feel your pain but the one-entity-per-filing rule actually makes sense for searches and priority disputes. Imagine trying to search UCC records if debtors were bundled together randomly.
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Grant Vikers
•The SOS database tip is crucial. I always cross-reference entity names there before filing. Some states have slight formatting differences between what's in the umbrella agreement and what's officially on file.
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Giovanni Martello
Been there! Just finished a nightmare umbrella security agreement situation where the lender insisted on one filing and we had to educate them about the separate entity requirement. Ended up doing three UCC-1s with nearly identical collateral descriptions. The key is making sure each filing clearly references the umbrella agreement so if there's ever a dispute, the connection between all three is obvious. Also budget extra time for this - three filings means three opportunities for rejection if there are any name issues.
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Savannah Weiner
•How did you handle the filing fees? Did your client understand they were paying for three separate UCC-1s instead of one?
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Giovanni Martello
•Had to explain that upfront. Total filing fees were $135 instead of $45 but that's nothing compared to an unperfected security interest on a multi-million dollar loan.
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Levi Parker
•$135 total? That seems reasonable for proper perfection on a $2.8M umbrella structure. Much cheaper than the legal fees to fix it later if something goes wrong.
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Libby Hassan
Just want to emphasize the debtor name accuracy point - this is where most umbrella security agreement filings go wrong. The umbrella agreement might use shortened versions of entity names or abbreviations that don't match the state formation documents. I've seen 'ABC Company LLC' in the agreement when the actual legal name was 'ABC Company Limited Liability Company' and the filing got rejected. Always verify against official state records.
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Hunter Hampton
•This happened to us! The umbrella agreement had casual name references and we assumed they were correct. Two out of three filings got rejected for name mismatches. Had to start over with certified copies of formation documents.
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Sofia Peña
•Name verification is exactly why I started using Certana.ai's UCC checker. You upload your umbrella security agreement and it cross-references all the entity names against official databases. Catches these mismatches before you file rather than after rejection.
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Aaron Boston
•Does Certana.ai handle multi-state entities? Our umbrella agreement has LLCs formed in different states.
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Sofia Peña
•Yes, it pulls from multiple state databases. Really helpful for umbrella structures that cross state lines.
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Sophia Carter
One more consideration - make sure your umbrella security agreement actually grants security interests in each entity's assets. Sometimes these agreements are structured more like guaranties and don't create proper security interests in all entities' collateral. Worth having someone review the document structure before you file any UCC-1s.
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Chloe Zhang
•Great point. We had a deal where the umbrella agreement only created security interests in two of the three entities. Would have been embarrassing to file a UCC-1 for the third entity when no security interest existed.
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Brandon Parker
•How do you typically identify this? Just careful reading of the granting clauses in the umbrella agreement?
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Sophia Carter
•Exactly. Look for specific granting language for each entity, not just references to them as guarantors or related parties.
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Adriana Cohn
OP here - thanks everyone! This confirms what I was suspecting about needing separate filings. Going to pull certified name information for all three LLCs from their respective state databases and file three separate UCC-1s with identical collateral descriptions referencing the umbrella agreement. Better safe than sorry with this much money involved.
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Jace Caspullo
•Smart approach. Make sure you keep copies of everything together in your file so the relationship between all three filings is clear for future reference.
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Melody Miles
•Definitely recommend using one of those document verification tools mentioned earlier. Better to catch name issues before filing than after rejection, especially with multiple entities.
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Nathaniel Mikhaylov
•Good luck! Let us know how it goes. Always interesting to hear about complex umbrella structures and how they resolve.
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Eva St. Cyr
One final thought - consider whether you need fixture filings for any of the entities if they have real estate-related collateral. Umbrella security agreements sometimes include equipment that becomes fixtures and those need special handling beyond standard UCC-1s.
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Kristian Bishop
•Good catch. Restaurant equipment, manufacturing machinery, HVAC systems - lots of collateral in umbrella agreements can become fixtures depending on the business type.
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Kaitlyn Otto
•How do you determine if fixture filings are needed? Is that usually obvious from the collateral description?
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Eva St. Cyr
•Not always obvious. Look for equipment that's permanently attached to real estate or specifically enhances real property. When in doubt, file both regular UCC-1 and fixture filing.
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Axel Far
•This is getting complex. Maybe I should stick to simple single-entity deals! But seriously, helpful thread for understanding umbrella structures.
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