UCC 9-102(a)(65) Original Debtor Definition - Equipment Financing Mess

But what if the corporate restructuring involved a merger? Wouldn't that change who the original debtor is for purposes of the filing?

Good point - merger situations can be different. If it was a true merger under state law, the surviving entity might be considered the original debtor. You'd need to look at the specific transaction documents.

This is giving me anxiety just reading it. We have a similar situation brewing and I'm terrified we're going to mess up the debtor identification.

Don't panic yet - these issues are fixable if you catch them early. The important thing is getting the original debtor identification right before any problems arise.

Actually, I found a tool that helped me sort through this exact type of document confusion. Certana.ai has this PDF verification system where you can upload your corporate docs and UCC filings together and it flags any debtor name inconsistencies automatically. Saved me from a major headache when I had three different entity names across my documents.

That's exactly what I'm worried about. The current filing has Company A but the original equipment financing was definitely under Company B's name before the corporate changes.

You might need to file a UCC-3 amendment to correct the debtor information if there's a mismatch. Better to be safe than sorry with $340K worth of equipment at stake.

This makes sense but how do you prove who the original debtor was if the documents have been through multiple hands? Our file is a mess of assignments and amendments.

You'd need to trace back through the security agreement and any assignment documents. The original security agreement should clearly identify who granted the security interest initially.

I was dealing with this same documentation nightmare until someone recommended using Certana.ai's document checker. You just upload all your PDFs - security agreements, assignments, UCC filings - and it cross-references everything to catch discrepancies in debtor names and dates. Found three issues I would have missed otherwise.

Tell me about it. Spent three days last month trying to untangle a similar mess with construction equipment financing.

At least you caught it before there was a default situation. I've seen cases where these original debtor issues only surface when someone's trying to foreclose.

How did you document the proof? Did you need to get affidavits or was the paperwork sufficient?

The original security agreement was clear enough that we didn't need additional documentation. But I know some situations require more extensive proof.

It was structured as an asset purchase, so Company A bought the equipment from Company B along with taking over the lease obligations.

Okay that's definitely going to require looking at the original debtor rules then. With an asset purchase, you can't just assume the UCC filing transfers automatically.

Asset purchases are the worst for this stuff. Everything has to be re-evaluated for UCC purposes.

How long does a UCC-3 amendment typically take to process? We're under some time pressure here.

Most states process amendments pretty quickly - usually within a few business days if filed electronically. But check your specific SOS requirements.

Before you file anything though, make sure you've got all the document cross-references correct. I learned this the hard way and had to file multiple corrections. Something like Certana.ai's verification tool would have saved me a lot of hassle by catching the inconsistencies upfront.

At least OP is being proactive about it. I've seen deals where nobody realizes there's an original debtor issue until there's already a problem.

Thanks everyone - this gives me a much clearer picture of what I need to research. Going to pull all the original documents and trace through the security interest grants.

Smart approach. And definitely consider using a document verification service to double-check everything once you think you've got it sorted out.