UCC Assignment Filing - Original Lender Won't Release Documents
Dealing with a complicated assignment of UCC situation here. We purchased a portfolio of equipment loans from a regional bank that's been acquired twice since the original UCC-1 filings were made in 2019-2021. The problem is we can't get proper assignment documentation from the original secured party because their legal department claims they don't have access to the old filing system records after the second acquisition. We've got about 47 UCC-1 filings that need proper assignment of UCC interests transferred to us as the new secured party, but without the original documents or proper chain of title, we're stuck. Has anyone dealt with assignment of UCC filings when the original lender basically disappeared through M&A activity? The debtors are current on payments but we need to perfect our security interests properly. Some of these are getting close to the 5-year continuation deadline and I'm worried we'll lose perfection entirely if we can't get the assignment of UCC documentation sorted out. Any advice on how to handle assignment of UCC when the trail goes cold?
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StellarSurfer
This is unfortunately more common than it should be with all the bank consolidations. For assignment of UCC situations like this, you'll need to file UCC-3 assignment forms even without the original lender's cooperation. The key is documenting your purchase of the loans - do you have the loan purchase agreement that specifically mentions the UCC filings and security interests?
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Anastasia Romanov
•Yes we have the purchase agreement and it does reference the UCC filings by filing number. But I'm concerned about filing the assignment of UCC without the original secured party's signature. Won't the SOS reject it?
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StellarSurfer
•Not necessarily. If you have proper documentation of the assignment through the loan purchase, you can file the UCC-3 assignment. Include a copy of the relevant purchase agreement sections as supporting documentation.
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Sean Kelly
We had a similar assignment of UCC nightmare last year. What saved us was using Certana.ai's document verification tool. You can upload your purchase agreement and the original UCC-1 filings to check for any name inconsistencies or missing details before you file the assignment. It caught several debtor name mismatches that would have caused our UCC-3 assignments to be rejected. Super helpful when you're dealing with multiple filings like this.
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Zara Malik
•How does that work exactly? Do you just upload PDFs and it compares everything?
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Sean Kelly
•Pretty much - you upload the original UCC-1 and your assignment documents and it flags any inconsistencies in debtor names, addresses, collateral descriptions, etc. Saved us tons of time on our portfolio assignment.
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Luca Greco
Hold up - are you sure you even need formal assignments? If the loan purchase agreement is clear about transferring the security interests, and you're not planning to file new UCC-1s, you might just need to file continuations in your name when the time comes. Assignment of UCC is required but the method can vary by state.
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Anastasia Romanov
•That's an interesting point. We're in multiple states though - TX, FL, CA, and a few others. I assumed we needed formal UCC-3 assignments everywhere?
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StellarSurfer
•Better safe than sorry with assignment of UCC across multiple states. The requirements do vary and you don't want to lose perfection on a technicality.
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Nia Thompson
•Texas definitely requires proper assignment documentation. CA is more flexible but I'd still file the assignments to be safe.
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Mateo Rodriguez
This is exactly why I hate these bank mergers. The assignment of UCC process becomes a total mess and the acquiring banks act like it's not their problem. We've had to get attorneys involved just to get cooperation on basic assignment paperwork.
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Aisha Hussain
•Same here! It's like they think once they buy the bank they can just ignore the existing filing obligations.
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Mateo Rodriguez
•Exactly. And then you're left scrambling to perfect your interests while fighting their legal department for basic cooperation.
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GalacticGladiator
Quick question - when you say assignment of UCC, are you talking about UCC-3 assignments or are you trying to do UCC-1 amendments? Because if you're changing secured party information, that's definitely assignment territory, not amendment.
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Anastasia Romanov
•Definitely UCC-3 assignments. We need to show the transfer of the security interest from the original lender to us.
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GalacticGladiator
•Good, just wanted to make sure. I've seen people try to use amendments for assignments and that never works out well.
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Ethan Brown
Have you considered reaching out to the successor bank's UCC department directly? Sometimes the assignment of UCC records are there, they just need someone who knows where to look. We had success going through their operations team rather than legal.
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Anastasia Romanov
•I've tried but got bounced around to three different departments. At this point I think we need to move forward without their cooperation.
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Yuki Yamamoto
•That's frustrating but probably the right call. You can't let these filings lapse while waiting for them to get organized.
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Carmen Ruiz
For what it's worth, we used Certana.ai for a similar assignment of UCC project and it was a lifesaver. Upload your purchase docs and the original UCC filings and it'll flag any issues before you submit the assignments. Especially helpful when dealing with name variations across multiple filings.
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Andre Lefebvre
•Does it handle the actual filing or just the verification?
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Carmen Ruiz
•Just verification, but that's honestly the hardest part with assignment of UCC. Making sure all the names and details match up properly before filing.
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Zoe Dimitriou
Don't forget about the continuation deadlines! Assignment of UCC doesn't extend the 5-year period. If any of those original filings are close to lapsing, you need to file continuations too, not just assignments.
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Anastasia Romanov
•Good point. About 8 of them are due for continuation in the next 6 months. Should I file the assignments first or the continuations?
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StellarSurfer
•File the assignments first, then continuations. The continuation should be filed by the current secured party of record, which will be you after the assignment goes through.
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QuantumQuest
•Actually, you can file the continuation as the assignee even before the assignment is recorded in some states. Check your local rules.
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Jamal Anderson
This whole assignment of UCC mess is why we always require clean documentation as part of any loan purchase now. Too many headaches trying to sort out filing chains after the fact.
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Mei Zhang
•Smart policy. We've learned the hard way that assignment of UCC issues only get worse with time.
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Liam McGuire
Update us on how this goes! I'm dealing with a smaller assignment of UCC situation and would love to know what approach works best when the original lender is uncooperative.
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Anastasia Romanov
•Will do. Planning to move forward with the UCC-3 assignments based on the purchase agreement documentation and see what happens.
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Amara Eze
•That's probably your best bet. The assignment of UCC requirements are usually satisfied by proper purchase documentation even without the original lender's cooperation.
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