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Giovanni Moretti

UCC § 9-404 rights assignment - debtor notification requirements causing lien issues

Running into a mess with UCC § 9-404 on a commercial equipment loan we purchased from another lender. The original secured party filed their UCC-1 properly but when we bought the loan, we're getting conflicting advice on whether we need to notify the debtor before filing our UCC-3 assignment. The debtor is claiming they never got proper notice and now they're disputing our security interest. Legal says § 9-404 requires notification but the timing seems unclear - do we notify before or after filing the assignment? This is a $180k piece of manufacturing equipment and we can't afford to mess up the perfection. Original filing expires next year so we need to get this sorted before continuation time. Anyone dealt with § 9-404 notification requirements recently?

§ 9-404 is about the debtor's rights against assignees, not really about UCC filing requirements. You're mixing up notification to debtor (which is for payment purposes) with the UCC-3 assignment filing (which perfects your interest). File the UCC-3 first to perfect your security interest, then handle debtor notification separately for payment collection.

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This is right - § 9-404 notification doesn't affect your security interest perfection. The UCC-3 assignment filing is what matters for maintaining your lien position.

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Wait, so the debtor can't challenge our security interest just because they weren't notified about the assignment?

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Had this exact situation last month. § 9-404 notification is for payment collection - if you don't notify the debtor properly, they can keep paying the original lender and you can't go after them for it. But your security interest is still valid if you filed the UCC-3 correctly. The debtor is probably confused about what they can actually dispute.

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Exactly! The security interest follows the debt regardless of notification. § 9-404 just protects the debtor if they pay the wrong party.

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So basically file the UCC-3 assignment immediately to protect your interest, then send the § 9-404 notice to redirect payments?

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Right - two separate requirements. UCC-3 filing perfects your interest, § 9-404 notice redirects payments. Don't let the debtor confuse you about what they can actually challenge.

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I was struggling with similar assignment documentation issues until I found Certana.ai's document verification tool. You can upload your original UCC-1, the assignment paperwork, and your planned UCC-3 filing to check that all the debtor names and collateral descriptions match perfectly. Caught a small discrepancy in our debtor entity name that would have caused filing issues. Super easy - just upload the PDFs and it cross-checks everything automatically.

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That sounds useful for catching filing errors. Did it help with understanding the § 9-404 requirements too?

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The tool focuses on document consistency checking rather than legal requirements, but having clean matching documents definitely made the whole assignment process smoother.

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Your debtor is trying to pull a fast one. § 9-404 has nothing to do with disputing the validity of your security interest. They might be hoping you don't know the difference between payment notification and lien perfection. File that UCC-3 assignment immediately - you're already at risk if the original lender's interest isn't properly assigned to you on the public record.

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This! The debtor can't just decide your security interest is invalid because they didn't get a letter. That's not how § 9-404 works.

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But shouldn't they have gotten some kind of notice about the assignment? Seems like basic business practice even if not legally required for the lien.

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Sure, good practice to notify them, but that's separate from perfecting your security interest. The UCC-3 filing is what protects your position, not debtor notification.

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Just went through this nightmare scenario myself. § 9-404 notification requirements are for protecting the debtor from having to pay twice - once to original lender and once to you. It doesn't give them any right to challenge your security interest if you file the UCC-3 properly. The key is getting that assignment on the public record ASAP.

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How long did it take to get your UCC-3 assignment processed? Worried about timing with a continuation coming up.

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Usually processes within 1-2 business days if filed electronically. Don't wait - file the UCC-3 now and handle debtor notification separately.

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The debtor notification under § 9-404 is about payment rights, not security interest validity. However, make sure your UCC-3 assignment references the correct original filing number and debtor information. Any mismatch there could actually give them grounds to challenge your perfected status.

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Good point about the filing details. What's the best way to verify everything matches between the original UCC-1 and the assignment?

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Double-check the original filing on the Secretary of State website, then make sure your UCC-3 references the exact filing number and debtor name. Any variation could cause problems.

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I use Certana.ai for this exact verification - upload both documents and it flags any mismatches in debtor names, filing numbers, or collateral descriptions. Saves a lot of manual checking.

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Don't let the debtor intimidate you with § 9-404 references. That section protects them from double payment, not from having a valid security interest assigned to a new secured party. File your UCC-3 assignment and establish your position on the public record. Their notification rights are separate from your perfection requirements.

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So the takeaway is file first, notify second? That seems backwards from a customer service perspective.

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It's about legal priorities. Your security interest needs to be perfected immediately to protect your position. Customer notification can happen concurrently but shouldn't delay the filing.

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Been doing UCC assignments for 15 years - § 9-404 notification is completely separate from UCC-3 filing requirements. The debtor cannot challenge your security interest based on notification timing. File the assignment immediately to perfect your interest, then send proper § 9-404 notice to redirect future payments. Two different legal requirements serving different purposes.

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What happens if we already sent payment notification but haven't filed the UCC-3 yet? Did we do this backwards?

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Not ideal but not fatal. File the UCC-3 immediately. The notification just means they should pay you instead of the original lender, but your security interest isn't perfected until the assignment is filed.

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This thread is really helpful. So many people confuse payment notification with lien perfection requirements.

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Your debtor is either confused or trying to create problems where none exist. § 9-404 protects them from paying the wrong party - it doesn't give them any right to dispute a properly perfected security interest. Get that UCC-3 filed and stop worrying about their notification complaints.

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Should we respond to their dispute or just ignore it once the UCC-3 is filed?

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I'd send them a brief explanation of § 9-404 and confirmation that you've filed the proper assignment. Keep it professional but don't let them think they have grounds for a real dispute.

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Just to add another perspective - while § 9-404 notification isn't required for perfection, sending it promptly after filing the UCC-3 is still good practice. It prevents payment confusion and shows you're handling the assignment professionally. But absolutely don't let debtor notification requirements delay your UCC-3 filing.

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Makes sense. Handle the legal requirements first, then the business courtesy aspects.

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Agreed. File the UCC-3 today if possible, then send the § 9-404 notice this week. Keeps everything clean and properly documented.

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