UCC Filing Problems After Loan Restatement of Contracts - Need Help
Having a nightmare situation here. We restructured a commercial loan last month (restatement of contracts) and now I'm getting conflicting advice about whether our existing UCC-1 filings are still valid or if we need new ones. The original loan was $2.8M secured by equipment and inventory, now it's been restated at $3.4M with modified payment terms. Our bank's compliance officer says the UCC filings might be invalid because the underlying contract changed substantially. But the SOS website isn't clear about this scenario. Has anyone dealt with UCC complications after a restatement of contracts? I'm worried we lost our secured position during the gap between the old contract ending and figuring out if we need fresh UCC-1s. The debtor name stayed the same but the loan amount and terms are different. Is this an amendment situation or do we start over completely?
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Gael Robinson
Ugh, contract restatements are such a pain for UCC purposes. I went through something similar last year. The key question is whether your security agreement was also restated or just the promissory note. If only the note changed but the security agreement language stayed intact, your UCC-1 should still be good. But if the entire deal got restructured including the security provisions, you might need a new filing.
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Summer Green
•That's exactly what I'm trying to figure out. The security agreement got modified too - they added some new collateral categories and changed the default provisions. So sounds like we might be in new filing territory?
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Edward McBride
•Yeah if the security agreement itself was modified significantly, especially with new collateral, I'd lean toward needing fresh UCC-1s to be safe.
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Darcy Moore
This is actually a pretty common issue with loan restructures. Generally speaking, if you have a true restatement of contracts (not just a modification), courts often treat it as a novation - meaning the old contract is extinguished and replaced. That would technically invalidate your original UCC filing since it was tied to the old agreement. Most conservative approach is to file new UCC-1s and then terminate the old ones once you confirm the new filings are accepted.
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Dana Doyle
•This is solid advice. Better to have overlapping coverage temporarily than risk a gap in perfection.
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Summer Green
•Makes sense but now I'm paranoid about the timing. If I file new UCC-1s today, would they relate back to the original filing date or start fresh? We've had continuous coverage for 3 years.
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Darcy Moore
•New filings start fresh unfortunately. Your priority date would be when the new UCC-1 gets filed, not the original date. That's why the gap coverage issue you mentioned is real.
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Liam Duke
Had almost the exact same situation 6 months ago. Spent weeks going back and forth with lawyers about whether our restatement triggered new UCC requirements. Finally discovered this document verification tool called Certana.ai that let me upload both our old UCC-1 and the restated security agreement to check for consistency issues. Turned out our collateral descriptions didn't match anymore after the restatement - would have been a disaster if we hadn't caught it. The tool flagged exactly where the discrepancies were.
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Summer Green
•That sounds incredibly useful. How does it work exactly? Just upload PDFs and it compares them?
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Liam Duke
•Exactly. You can do Charter to UCC-1 checks or UCC-3 to UCC-1 checks. In my case I uploaded the original security agreement, the restated version, and our UCC filing. It highlighted where the collateral descriptions diverged and flagged potential perfection issues.
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Manny Lark
•Never heard of this but sounds like it could save a lot of manual document comparison headaches.
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Rita Jacobs
WHATEVER YOU DO don't just assume the old filings are still good! I learned this the hard way when a borrower filed bankruptcy and the trustee successfully challenged our UCC because the underlying loan docs had been restated without proper UCC updates. Cost us our secured status on a $1.8M claim.
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Summer Green
•Oh god, that's exactly what I'm afraid of. What was the trustee's argument exactly?
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Rita Jacobs
•Basically that the restatement created a new debt obligation not covered by the original UCC filing. Since our security agreement was completely rewritten, they argued we lost continuity of perfection.
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Khalid Howes
•That's terrifying but makes sense legally. The UCC filing references the original security agreement that technically no longer exists after a restatement.
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Ben Cooper
Look this isn't as complicated as everyone's making it. If the debtor name is the same and you're still securing the same basic collateral, just file a UCC-3 amendment to reflect the new loan amount and any collateral changes. No need for brand new UCC-1s in most cases.
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Darcy Moore
•I respectfully disagree. UCC-3 amendments work for modifications, but a true restatement that creates new contractual obligations usually requires new perfection steps.
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Ben Cooper
•Maybe in theory but I've never seen a filing office or court make that distinction in practice. They care about the debtor and collateral, not the underlying contract details.
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Naila Gordon
•The courts absolutely do care about contractual continuity when perfection is challenged. Better to err on the side of caution here.
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Cynthia Love
We deal with loan restatements constantly and our standard practice is always new UCC-1s. Takes 5 minutes online and eliminates any ambiguity about perfection. The filing fees are minimal compared to the risk of losing secured status.
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Summer Green
•That's probably the safest approach. Do you typically wait for the new UCC-1 to be accepted before terminating the old one?
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Cynthia Love
•Yes, always. File new UCC-1, wait for acceptance, then file UCC-3 termination for the old filing. Gives you seamless coverage.
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Darren Brooks
Just to add another perspective - some states have specific guidance on this in their UCC FAQs. Might be worth checking your SOS website before making a decision. Also make sure your new filings match the restated security agreement exactly, especially the collateral descriptions.
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Summer Green
•Good point about checking state-specific guidance. I'll look into that.
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Rosie Harper
•Yes definitely check state rules. Some states are more lenient about contract modifications not affecting UCC validity.
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Elliott luviBorBatman
Another vote for the Certana tool mentioned earlier. Used it last week when we had questions about whether our UCC collateral schedule matched our loan docs after a modification. Super easy to use - just upload the PDFs and it does the cross-checking automatically. Found several minor discrepancies we would have missed doing it manually.
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Demi Hall
•How accurate is it? Does it catch subtle wording differences in collateral descriptions?
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Elliott luviBorBatman
•Very accurate in my experience. It flagged things like 'equipment' in one doc vs 'machinery and equipment' in another. Stuff that could potentially matter if perfection gets challenged.
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Summer Green
•That level of detail checking could be really valuable. I'll look into this option.
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Mateusius Townsend
Been doing commercial lending for 15 years and I always tell people: when in doubt about UCC validity after contract changes, file new. The cost and effort of new UCC-1s is nothing compared to losing your secured position. Your situation with a full restatement definitely warrants fresh filings IMO.
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Kara Yoshida
•Completely agree. The 'when in doubt, file new' approach has saved me countless headaches over the years.
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Philip Cowan
Update us on what you decide to do! I have a similar situation coming up next month and would love to know how this plays out for you.
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Summer Green
•Will do. Leaning toward new UCC-1s based on all the feedback here. Better safe than sorry with secured transactions.
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Caesar Grant
•Smart choice. The peace of mind alone is worth the extra filing fees.
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Amina Diallo
As someone who's dealt with this exact scenario multiple times, I'd strongly recommend filing new UCC-1s given that your security agreement was modified and you added new collateral categories. The fact that your loan amount increased from $2.8M to $3.4M combined with the security agreement changes makes this feel more like a novation than a simple modification. I've seen too many lenders get burned by assuming their old filings would hold up when the underlying agreements changed substantially. The conservative approach of filing new UCC-1s while keeping the old ones active until the new filings are accepted is definitely the way to go here. The filing fees are minimal compared to the potential loss of your secured position on a $3.4M loan.
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