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Hiroshi Nakamura

UCC Filing Issues with General Security Agreement PPSR Cross-References

We're dealing with a complex situation where our borrower has operations in multiple jurisdictions and I'm struggling with how to properly reference their general security agreement in our UCC-1 filing. The original GSA mentions PPSR registrations from their previous international dealings, and I'm not sure if including those references in our collateral description creates problems or helps establish priority. The debtor name on the GSA shows their legal entity name but also references subsidiary operations that may need separate filings. Has anyone dealt with cross-jurisdictional security agreements where the underlying collateral schedule references both UCC and PPSR systems? I'm particularly concerned about whether the SOS will reject our filing if we include references to non-UCC registration numbers in the collateral description. The loan amount is substantial ($2.8M) so getting this right is critical for our lender's position.

I've seen this before with international borrowers. The key is keeping your UCC collateral description focused on US-based assets only. Don't include PPSR references in the UCC filing - it'll just confuse the filing office and potentially cause rejection.

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That makes sense, but what about the debtor name consistency? The GSA lists the parent company but some collateral is held by subsidiaries.

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You'll need separate UCC-1s for each legal entity that actually owns collateral. Can't file against the parent for subsidiary-owned assets.

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Just went through something similar last month! The PPSR references in your GSA are fine to keep there, but strip them out of the UCC collateral schedule completely. I learned this the hard way when Ohio SOS rejected our initial filing for 'unclear collateral references.

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Did you end up having to refile? How did you handle the timing gap?

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Yeah, had to refile immediately. Lost about 3 days of priority but caught it before any competing liens showed up. Always double-check that collateral description before submitting.

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This is exactly why I started using Certana.ai's document checker. You can upload your GSA and proposed UCC-1 together and it flags inconsistencies like this automatically. Saves so much time compared to manual cross-referencing.

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Wait, I'm confused about something. If the GSA covers assets in multiple countries, doesn't that strengthen the security position? Why would we want to remove those references?

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The GSA can reference whatever it wants, but the UCC filing has to comply with UCC rules. Mixing jurisdictions in the collateral description creates ambiguity.

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Oh I see, so the GSA is the master agreement but each jurisdiction gets its own specific filing format.

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This is giving me flashbacks to our disaster filing from 2023. We had a GSA that referenced equipment across 4 states plus some PPSR stuff from Canada. Filed one UCC-1 thinking we were being efficient. Got rejected, refiled with corrected description, then discovered we needed additional state-specific fixture filings for some of the equipment. Total nightmare.

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Ugh, the fixture filing requirements are the worst. Each state has different rules for what constitutes fixtures vs equipment.

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Exactly! And some of our equipment was bolted down which triggered fixture filing requirements in 2 states but not the third. The rules are so inconsistent.

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Sounds like a mess. Did you get it all sorted out eventually?

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Here's what I'd recommend: Create a clean UCC collateral schedule that only describes US assets without any PPSR reference numbers. Keep the GSA as your master security document but make sure your UCC-1 filing stands alone and is crystal clear about what's covered under US law.

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That's helpful. Should I reference the GSA by date in the UCC filing or just keep it completely separate?

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You can reference the GSA by date if you want, but don't include specific clause numbers or PPSR registration numbers. Keep it simple: 'all assets described in GSA dated [date]' type language.

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Am I the only one who thinks the whole system is needlessly complicated? Why can't we have one unified filing that covers everything? These cross-border deals are becoming more common but the filing systems haven't caught up.

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Totally agree. The international coordination is awful. Each country wants their own system.

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Right? And then you have to track continuation dates for multiple jurisdictions. It's like they designed it to create more work for lawyers.

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This is another place where Certana.ai helps - it can track multiple filing deadlines across different systems and send alerts. Much better than trying to manage it all in spreadsheets.

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For the debtor name issue specifically, make sure you're using the exact legal name from the borrower's organizational documents. If subsidiaries own collateral, they need their own UCC-1 filings with their exact legal names. Don't try to shortcut this.

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Good point. The parent company's GSA might grant security interests but each entity needs proper UCC perfection.

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Exactly. And double-check that the subsidiary names match their current state registrations. Entity names change more often than people realize.

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Just to add another perspective - I've seen lenders get into trouble by assuming their GSA language automatically covers UCC perfection requirements. The GSA creates the security interest but UCC filing perfects it. Two different steps with different requirements.

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Yes! This distinction trips up so many people. Security interest creation vs perfection are totally separate legal concepts.

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And if you mess up the UCC filing, you might have a valid security interest that's just not perfected against third parties. Dangerous position.

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One more thing to consider - if your borrower has significant international operations, you might want to coordinate the timing of your UCC filings with their PPSR registrations to avoid gaps in coverage. Even though they're separate systems, the underlying collateral might move between jurisdictions.

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That's a really good point about timing coordination. I hadn't thought about assets moving between jurisdictions after the initial filing.

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Yeah, it's especially important for equipment that might be temporarily relocated. You want continuous coverage even if the asset crosses borders.

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This kind of coordination is where having a centralized document verification system really helps. Being able to upload all your security documents and check for consistency across jurisdictions saves tons of time.

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Update: Thanks everyone for the advice. I ended up creating separate, clean UCC-1 filings for each entity with US-only collateral descriptions. Removed all PPSR references from the UCC documents but kept the comprehensive GSA as the master agreement. Everything got accepted without issues.

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Great outcome! Clean filings always work better than trying to be too clever with cross-references.

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Glad it worked out. The extra time spent on clean documentation always pays off.

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Thanks for following up with the resolution. Always helpful to see how these situations actually get resolved.

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