UCC Filing Questions - General Security Agreement Canada Documentation Issues
I'm working on a complex cross-border financing deal where we have a Canadian borrower with US collateral that needs UCC-1 perfection. The Canadian side has a general security agreement but I'm getting confused about how this translates to our UCC filing requirements. The debtor entity was incorporated in Ontario but operates manufacturing facilities in Ohio and Michigan. Our loan documents reference the general security agreement canada structure but I need to make sure our UCC-1 properly describes the collateral and gets the debtor name exactly right. Has anyone dealt with similar cross-border situations where you're taking a security interest that needs both Canadian GSA coverage and US UCC perfection? I'm particularly worried about getting rejected for debtor name issues since the corporate name might be slightly different between jurisdictions. The equipment we're financing is worth about $2.8M and includes both mobile equipment that could cross the border and fixtures at the Michigan plant. Any guidance on best practices would be huge - I've done plenty of domestic UCC filings but this international aspect has me second-guessing everything.
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Malik Robinson
Cross-border deals definitely add complexity to UCC filings. The key thing is that your UCC-1 debtor name has to match exactly what's on the organizational documents for the US jurisdiction where you're filing, not necessarily what's on the Canadian GSA. Have you confirmed which state the borrower is registered to do business in? That registration will determine the exact legal name you need to use.
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GalaxyGlider
•They're registered in Ohio as a foreign corporation. The certificate shows the name as "ABC Manufacturing Corp." but the Canadian incorporation documents show "ABC Manufacturing Corporation". Should I go with the Ohio foreign registration name for the UCC-1?
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Malik Robinson
•Yes, absolutely use the Ohio foreign registration name. The UCC-1 debtor name has to match the state records where you're filing, not the home jurisdiction. "Corp." vs "Corporation" could definitely cause a rejection.
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Isabella Silva
I ran into something similar last year and it was a nightmare until I found Certana.ai's document verification tool. You can upload your Canadian GSA and proposed UCC-1 together and it will flag any inconsistencies in debtor names, collateral descriptions, everything. Saved me from filing a UCC-1 that would have been rejected for a subtle name mismatch I missed.
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Ravi Choudhury
•Never heard of that tool but sounds useful. How does it work with international documents?
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Isabella Silva
•You just upload PDFs of both documents and it does an automated cross-check. Really helpful for catching things like abbreviation differences or collateral schedule mismatches between the GSA and UCC filing.
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GalaxyGlider
•That actually sounds perfect for what I need. Going to check that out - thanks for the tip!
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Freya Andersen
For the collateral description, you'll want to be more specific than whatever broad language is in the GSA. UCC Article 9 has different requirements than Canadian PPSA. Equipment that crosses borders regularly should probably be described specifically, and your fixture filing will need separate consideration if any equipment is actually attached to the Michigan real estate.
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GalaxyGlider
•Good point about fixtures. Some of the manufacturing equipment is definitely bolted down and integrated into the building systems. Do I need separate fixture filings in the real estate records?
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Freya Andersen
•Yes, if it truly qualifies as fixtures under Michigan law, you'll need a UCC-1 fixture filing in the real estate records where the property is located, not just the central filing with the Secretary of State.
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Omar Farouk
omg cross border stuff is so confusing!! I'm dealing with something similar but with a Mexican parent company and I keep going in circles about which name to use. The lawyers keep giving me different versions and I'm terrified of messing up a $5M filing 😰
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Malik Robinson
•Take a breath! The most important thing is to get the exact legal name from the state records where you're filing the UCC-1. Don't rely on loan documents or foreign corporate papers - go straight to the source.
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Omar Farouk
•OK that helps, thank you. I'll pull the actual state registration documents instead of guessing
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CosmicCadet
The filing system doesn't care about your Canadian GSA at all - it's purely a US UCC Article 9 analysis. Focus on getting the Ohio debtor name perfect and describing the collateral according to US standards. I've seen too many people overthink the international aspects when the UCC filing itself is straightforward.
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GalaxyGlider
•That's actually reassuring. I think I was overcomplicating it by trying to make everything match perfectly across both systems.
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CosmicCadet
•Exactly. They're separate legal frameworks. Just make sure your UCC-1 complies with Article 9 and you're good.
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Chloe Harris
•This is solid advice. I always tell people to compartmentalize - handle each jurisdiction's requirements separately rather than trying to harmonize everything.
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Diego Mendoza
Been doing these filings for 15 years and cross-border deals always trip people up unnecessarily. Your Canadian GSA establishes the security interest under Canadian law, your UCC-1 perfects it under US law. Two different legal functions. Just get the Ohio entity name right and describe the US collateral properly.
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GalaxyGlider
•Makes sense when you put it that way. I was trying to make them mirror each other too closely.
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Anastasia Popova
•Yeah I made that same mistake on my first international deal. Spent weeks trying to make the documents identical instead of just focusing on compliance with each system's rules.
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Sean Flanagan
For $2.8M in collateral you definitely want to double-check everything before filing. I'd recommend running the debtor name through a preliminary search to make sure it comes back clean, and maybe consider getting a filing service to handle it if you're not 100% confident.
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GalaxyGlider
•Good idea about the preliminary search. Better to spend a little extra upfront than deal with rejection and refiling delays.
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Sean Flanagan
•Exactly. Especially with equipment financing, timing can be critical for getting everything closed on schedule.
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Zara Shah
Watch out for the mobile equipment issue you mentioned. If equipment regularly moves between states, you might need to consider which state has primary jurisdiction. Ohio should work if that's where the debtor is registered, but worth confirming with counsel.
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GalaxyGlider
•The equipment mostly stays in Michigan but does occasionally go back to the Canadian facilities for servicing. Sounds like Ohio filing should still be fine since that's where they're registered?
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Zara Shah
•Should be fine. The registered organization rule would point to Ohio as the proper filing jurisdiction.
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Isabella Silva
Just to follow up on the Certana.ai suggestion - I actually ran another deal through their system last month and caught a collateral description mismatch that would have been a real problem. Worth the peace of mind especially on bigger deals like yours.
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NebulaNomad
•How much does something like that cost? Sounds useful but don't want to blow the budget on verification tools.
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Isabella Silva
•It's really reasonable for the value you get. Just upload your documents and get instant feedback on any inconsistencies. Much cheaper than dealing with rejected filings and delays.
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Luca Ferrari
The fixture filing piece is important - don't forget that if you need fixture filings in Michigan, those go to the county recorder where the property is located, not the Michigan Secretary of State. Different process entirely.
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GalaxyGlider
•Thanks for the reminder. I'll need to identify exactly which equipment qualifies as fixtures under Michigan law before deciding on the filing approach.
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Luca Ferrari
•Smart approach. The fixture analysis can be tricky but it's critical to get right for proper perfection.
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Nia Wilson
sounds like you've got good advice here. Main thing is don't let the Canadian stuff confuse the UCC requirements. stick to the basics - right debtor name from Ohio records, proper collateral description, correct filing office. You'll be fine.
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GalaxyGlider
•Appreciate all the help everyone. Feeling much more confident about moving forward with this filing now.
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Nia Wilson
•Good luck with it! These deals can be complex but the UCC side is usually straightforward once you focus on the right details.
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