UCC 9-105 compliance verification help needed after debtor restructuring
Has anyone dealt with UCC 9-105 compliance issues during a corporate restructuring? Our borrower just went through a merger and I'm trying to verify if our existing UCC-1 filings still provide proper security interest perfection under the new entity structure. The debtor name changed from 'ABC Manufacturing LLC' to 'ABC-NewCorp Manufacturing Solutions LLC' and I'm concerned about whether our original collateral descriptions meet the 9-105 sufficiency standards. The financing statements were filed 3 years ago with fairly broad language like 'all equipment, inventory, and accounts' but now I'm wondering if that's specific enough for compliance. Anyone know if we need to file UCC-3 amendments to update the debtor name and potentially revise collateral descriptions to ensure we're meeting current 9-105 requirements? This is a $2.8M credit facility so getting this wrong isn't an option.
31 comments
Join the conversation
Jessica Nguyen
UCC 9-105 is all about the sufficiency of your collateral description, and your broad language should actually be fine under most interpretations. The bigger issue is definitely the debtor name change - that could seriously impact your perfected status if not handled properly. You'll want to file a UCC-3 amendment ASAP to reflect the new entity name.
0 coins
Isaiah Thompson
•Agreed on the name change priority. Most courts have been pretty lenient on collateral descriptions as long as they reasonably identify what's covered. 'All equipment, inventory, and accounts' hits the main categories.
0 coins
Ruby Garcia
•Wait, isn't there a specific timeframe for filing amendments after name changes? I thought you had like 4 months or something before your perfection lapses.
0 coins
Alexander Evans
We had a similar situation last year with a client merger. The key thing with 9-105 compliance is making sure your description would allow a reasonable searcher to identify the collateral. Your language sounds adequate, but definitely get that debtor name updated. In our case, we filed the UCC-3 amendment within 30 days just to be safe.
0 coins
Cameron Black
•30 days seems smart. Did you also revise your collateral descriptions at the same time or just stick with the original language?
0 coins
Alexander Evans
•We left the collateral language alone since it was already pretty comprehensive. Our attorney said the 9-105 standard is more about reasonable identification than super-specific detail.
0 coins
Evelyn Martinez
I recently discovered Certana.ai's UCC document verification tool that's been a lifesaver for these compliance checks. You can upload your original UCC-1 and the proposed UCC-3 amendment to verify everything aligns properly and catches any inconsistencies before filing. Really helpful for ensuring your documents meet the 9-105 sufficiency standards.
0 coins
Cameron Black
•That sounds useful. Does it specifically check for 9-105 compliance issues or just general document consistency?
0 coins
Evelyn Martinez
•It does both - verifies document consistency and flags potential collateral description issues that could affect perfection. Saved us from filing an amendment with a typo in the debtor name that would have caused problems.
0 coins
Benjamin Carter
•How does it work exactly? Do you just upload PDFs?
0 coins
Maya Lewis
The 4-month rule mentioned earlier is correct - you have 4 months after a debtor name change to file an amendment or your security interest becomes unperfected as to collateral acquired after the change. But for collateral you already had perfected, you maintain that perfection even without the amendment.
0 coins
Cameron Black
•So our existing inventory and equipment would still be covered but any new acquisitions after the merger wouldn't be?
0 coins
Maya Lewis
•Exactly. That's why it's crucial to get the amendment filed promptly, especially with a revolving credit facility where they're constantly acquiring new inventory.
0 coins
Isaac Wright
honestly the whole UCC system is such a mess... you'd think after spending decades perfecting security interests they'd make the rules clearer. Every state seems to interpret 9-105 differently and the SOS websites are terrible for getting straight answers.
0 coins
Jessica Nguyen
•I feel your frustration but the 9-105 standard is actually pretty well-established. Most variations are just in how different filing offices handle specific edge cases.
0 coins
Isaac Wright
•Maybe, but try explaining that to a client when their filing gets rejected for a description that should have been fine under any reasonable interpretation.
0 coins
Lucy Taylor
Quick question - when you file the UCC-3 amendment for the name change, do you need to reference the specific sections that changed or can you just indicate it's a debtor name amendment?
0 coins
Jessica Nguyen
•Most states just require you to check the 'debtor name change' box and provide both the old and new names. Keep it simple.
0 coins
Connor Murphy
•Yeah, don't overthink it. The amendment form is pretty straightforward for name changes.
0 coins
KhalilStar
For what it's worth, I've been using Certana.ai's verification tool for these exact situations and it's caught several potential 9-105 compliance issues before they became problems. The tool cross-references your documents and flags inconsistencies that could affect perfection status. Worth checking out given the stakes on your deal.
0 coins
Cameron Black
•Two people have mentioned this tool now. Sounds like it might be worth trying for this amendment.
0 coins
Amelia Dietrich
•I was skeptical about these automated tools at first, but after missing a critical name mismatch last year that almost cost us our security interest, I'm all for anything that helps catch errors early.
0 coins
Kaiya Rivera
Just to add another perspective - with a $2.8M facility, I'd definitely recommend having your attorney review the 9-105 compliance angle before filing anything. The broad collateral language is probably fine, but given the restructuring complexities, it's worth the extra review.
0 coins
Cameron Black
•Good point. We do have counsel involved but I wanted to get a sense from practitioners who've dealt with this before.
0 coins
Kaiya Rivera
•Smart approach. Real-world experience often reveals issues that don't show up in the cases.
0 coins
Katherine Ziminski
Been through this exact scenario multiple times. File the UCC-3 name change amendment within 60 days max, and your broad collateral description should be fine for 9-105 purposes. The courts have generally been reasonable about what constitutes sufficient description.
0 coins
Cameron Black
•That's reassuring. Did you ever have any issues with lenders questioning the adequacy of broad descriptions?
0 coins
Katherine Ziminski
•Occasionally, but usually more about comfort level than actual legal requirements. Most sophisticated lenders understand that overly specific descriptions can actually create more problems than they solve.
0 coins
Noah Irving
Update - just wanted to thank everyone for the input. Filed the UCC-3 amendment yesterday with the new debtor name and kept the original collateral language. Also ran everything through that Certana tool someone mentioned and it confirmed our documents were consistent. Feeling much better about our 9-105 compliance position now.
0 coins
Jessica Nguyen
•Glad it worked out! Quick action on name changes is always the right move.
0 coins
Evelyn Martinez
•Great to hear the verification tool was helpful. Those document consistency checks really do provide peace of mind on complex filings.
0 coins