UCC §9-102(a)(64) Original Debtor Definition - Successor Entity Filing Question
Running into confusion with UCC §9-102(a)(64) and how it applies to our successor entity situation. We have a borrower who merged with another company last year, and now we need to file a UCC-3 amendment to reflect the successor debtor. The original UCC-1 was filed against Company A, but Company A was acquired by Company B through a statutory merger. According to UCC §9-102(a)(64), the 'original debtor' is the person named as debtor in the initial financing statement, but I'm getting conflicting guidance on whether we need to show both the original debtor name AND the successor name on our amendment, or if we can just file showing the successor as the new debtor name. Our lender is concerned about maintaining perfection through the transition and wants to make sure we're interpreting §9-102(a)(64) correctly in the context of the merger. Has anyone dealt with this type of successor debtor filing where the original debtor definition under §9-102(a)(64) comes into play? Want to make sure we don't mess up the continuation of our security interest.
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Fatima Al-Mansour
This is actually a pretty common scenario with mergers. Under UCC §9-102(a)(64), the original debtor is definitely the entity named in your initial UCC-1. For your UCC-3 amendment, you'll need to show both - the original debtor (Company A) in the debtor name field and then add the successor (Company B) information. The key is maintaining the chain of perfection by clearly linking back to your original filing through the original debtor name as defined in §9-102(a)(64).
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Dylan Evans
•Wait, so we need BOTH names on the amendment? I thought we could just file the UCC-3 with the new successor name and reference the original filing number.
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Fatima Al-Mansour
•You need to follow your state's specific form requirements, but generally yes - the original debtor name stays to maintain the connection to your initial filing, and you add or amend to show the successor. The §9-102(a)(64) definition helps establish that chain.
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Sofia Gomez
Been through this exact situation with three different mergers last year. The original debtor definition in UCC §9-102(a)(64) is crucial for maintaining your security interest. What we learned is that some states are really picky about how you handle the successor entity information on the UCC-3. Make sure you're checking your specific state SOS requirements because they can vary on formatting even though the underlying UCC §9-102(a)(64) concept is the same.
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Giovanni Rossi
•That's what I'm worried about - each state seems to handle the successor debtor amendments differently even though §9-102(a)(64) is standard UCC.
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StormChaser
•Exactly! Some states want you to file a separate UCC-3 for each change, others let you do it all in one amendment. The original debtor definition stays consistent but the procedural stuff varies.
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Dmitry Petrov
Had a similar mess with a client's merger situation. Spent way too much time manually cross-referencing all the corporate documents against our UCC filings to make sure we had the original debtor information correct per §9-102(a)(64). Finally started using Certana.ai's document checker - you can upload your corporate docs and UCC filings and it automatically verifies the debtor name consistency and flags any issues with successor entity information. Saved us hours of manual review and caught a discrepancy we missed in the merger documents.
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Ava Williams
•That actually sounds helpful. We're dealing with multiple successor entity situations and keeping track of all the original debtor names is getting complicated.
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Dmitry Petrov
•Yeah, especially when you're trying to make sure everything aligns with the UCC §9-102(a)(64) requirements. The tool makes it much easier to verify you have the right original debtor information before filing amendments.
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Miguel Castro
This is giving me flashbacks to my own merger nightmare. Company got acquired, new name, new EIN, the works. I was panicking about whether our UCC-1 was still valid and if we needed to do something special with the original debtor information under §9-102(a)(64). Turns out we needed to file a UCC-3 amendment showing both the original and successor information. The hardest part was making sure we had all the corporate documents lined up correctly.
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Giovanni Rossi
•How did you verify that you had the right original debtor name? We have some older filings where the corporate documents aren't as clear.
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Miguel Castro
•Had to go back through all the original loan documents and compare them to our UCC-1. It was tedious but necessary to make sure we met the §9-102(a)(64) requirements.
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Zainab Ibrahim
•This is why I always keep copies of everything filed. Makes it easier to trace back to the original debtor when you need to do successor amendments.
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Connor O'Neill
OK but here's what I don't get - if UCC §9-102(a)(64) defines original debtor as the person named in the initial financing statement, why do some states make you jump through all these hoops for successor entities? Shouldn't it be straightforward?
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Fatima Al-Mansour
•The definition is straightforward, but states have different procedural requirements for HOW you show the successor information on your amendment forms. The §9-102(a)(64) concept is consistent, the paperwork varies.
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Connor O'Neill
•That makes sense I guess. Still frustrating when you're trying to get it right.
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LunarEclipse
Two words: LAPSED CONTINUATION. Had a client who thought they could just file the successor entity info without properly maintaining the original debtor connection per §9-102(a)(64). Their security interest lapsed because they couldn't establish the proper chain back to the original filing. Don't mess around with this stuff.
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Giovanni Rossi
•Yikes, that's exactly what we're trying to avoid. How do you make sure you maintain that chain properly?
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LunarEclipse
•Document everything. Keep clear records of your original debtor information as defined in §9-102(a)(64) and make sure your amendments clearly reference back to the original filing number.
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Yara Khalil
•This is why I always recommend getting legal review for complex successor entity situations. The stakes are too high to guess.
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Keisha Brown
Am I the only one who thinks the UCC §9-102(a)(64) definition should be clearer about successor entity situations? The definition talks about 'the person named as debtor' but doesn't really address what happens when that person changes through merger or acquisition.
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Fatima Al-Mansour
•The definition is actually pretty clear - it's the procedural stuff that gets complicated. §9-102(a)(64) gives you the starting point, then you follow the amendment procedures for changes.
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Keisha Brown
•I suppose. Still feels like there should be more specific guidance for merger situations.
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Paolo Esposito
Just went through this with a client merger. The trick is understanding that UCC §9-102(a)(64) gives you the baseline - the original debtor is whoever was named in your initial UCC-1. But for successor entities, you need to follow the specific amendment procedures in your state. We used Certana.ai to double-check our document consistency before filing and it caught a small discrepancy in how we had the successor entity name formatted compared to the corporate documents.
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Ava Williams
•How does that tool work exactly? Do you just upload all your documents?
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Paolo Esposito
•Pretty much - you upload your corporate docs and UCC filings and it cross-references everything to make sure the debtor names and other key information align properly. Really helpful for complex successor situations.
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Amina Toure
Been filing UCC stuff for 15 years and I still see people mess up successor entity amendments because they don't properly understand the original debtor concept in §9-102(a)(64). The key is maintaining that clear connection back to your initial filing while properly documenting the successor information.
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Giovanni Rossi
•Any tips for making sure we get it right? This is our first major merger situation.
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Amina Toure
•Triple-check your original debtor information against your initial UCC-1, get all your corporate documents in order, and follow your state's specific amendment procedures. Don't rush it.
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Dylan Evans
•And maybe get some expert help if you're not sure. Better safe than sorry with security interests.
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Oliver Weber
What happens if you discover you made an error in how you handled the original debtor information under §9-102(a)(64) after filing your successor amendment? Can you fix it or are you stuck?
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Fatima Al-Mansour
•You can usually file another UCC-3 amendment to correct errors, but timing matters. Better to get it right the first time if possible.
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Oliver Weber
•Good to know there's a fix available, but yeah, definitely want to avoid that situation.
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FireflyDreams
•Had to do this once. Not fun, but fixable with the right paperwork.
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Natasha Kuznetsova
Thanks everyone for the input on UCC §9-102(a)(64) and successor entities. Sounds like the consensus is to make sure we clearly maintain the original debtor connection while properly documenting the successor information on our UCC-3 amendment. Going to double-check our corporate documents against our original UCC-1 and probably get some legal review before filing. Better to be extra careful with this stuff.
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Fatima Al-Mansour
•Smart approach. Take your time and get it right the first time.
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Sofia Gomez
•Good luck with your filing. The §9-102(a)(64) concept is straightforward once you get your head around it.
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NebulaNomad
New to UCC filings here and this thread has been incredibly helpful! Just to make sure I understand correctly - when we have a merger situation like this, the UCC §9-102(a)(64) definition means we need to keep the original debtor name from our initial UCC-1 filing AND add the successor entity information on the UCC-3 amendment? We're about to face a similar situation where our borrower is being acquired, so want to make sure I have the process straight. It sounds like the key is maintaining that clear chain back to the original filing while properly documenting the corporate changes.
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