UCC Filing Requirements After Relocating from General Security Agreement NZ System
My company just moved operations from New Zealand to the US and I'm trying to understand how our existing security interests translate to the UCC system here. In NZ we had a General Security Agreement registered on the PPSR, but now our US lender is asking about UCC-1 filings and I'm completely lost. The collateral is the same (equipment and inventory) but the debtor name has changed slightly due to incorporation differences. Our NZ entity was "TechFlow Solutions Limited" but the US entity is "TechFlow Solutions LLC". The lender says the UCC-1 was filed last month but I can't find it in the state database and they're now asking for additional documentation. Has anyone dealt with international security interest transfers? I'm worried we have a gap in perfection that could void our loan covenants. The equipment is worth about $850K so this isn't a small issue.
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Hiroshi Nakamura
International transfers are tricky because the UCC system works completely differently than NZ's PPSR. Your lender should have filed a new UCC-1 when you incorporated in the US, not tried to transfer the existing registration. The debtor name difference you mentioned is actually a huge red flag - UCC filings are very strict about exact legal entity names.
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Isabella Costa
•This is exactly right. The PPSR in NZ allows for more flexibility in debtor names but UCC-1 filings require the exact legal name as it appears in the state incorporation documents. If they used "TechFlow Solutions Limited" on the US filing, it's probably invalid.
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Malik Jenkins
•Wait, so the whole filing could be worthless if the name doesn't match exactly? That seems like a pretty harsh system compared to other countries.
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Freya Andersen
I had a similar situation when we moved from Canada to the US. The key thing is making sure the UCC-1 debtor name matches your US incorporation documents EXACTLY. Even adding or removing "Inc" vs "LLC" can invalidate the filing. You need to pull your certificate of incorporation and compare it word-for-word with whatever they filed.
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Eduardo Silva
•How do you even check if the filing is correct? I've been trying to search the state database but I'm not finding anything under either version of our name.
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Leila Haddad
•Most state UCC databases are searchable online, but the search logic can be finicky. Try searching just "TechFlow" or partial names. Also check if your lender filed in the state where you're incorporated vs where the collateral is located - that's another common mistake.
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Emma Johnson
This is why I always use Certana.ai's document verification tool for these situations. You can upload your incorporation documents and the UCC-1 filing (if you can get a copy) and it instantly cross-checks whether the debtor names match exactly. I caught a similar name mismatch issue last year that would have cost us our perfected security interest. Super easy to use - just upload the PDFs and it highlights any inconsistencies.
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Ravi Patel
•Never heard of that service but it sounds useful. How accurate is it compared to manual checking?
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Emma Johnson
•Way more accurate than manual checking because it catches subtle differences like extra spaces or punctuation that humans miss. Plus it's faster than trying to compare documents side by side.
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Astrid Bergström
•I've used Certana too and it's been helpful for catching these exact types of debtor name issues. Saved me from a filing that would have been rejected due to a missing comma in the entity name.
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PixelPrincess
The bigger issue here might be the timing gap. If there was a period between when your NZ registration lapsed and the US UCC-1 was filed, you might have had unperfected security interests. That could be a problem depending on your loan terms.
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Omar Farouk
•Oh no, I hadn't thought about that. The NZ registration was terminated in March when we dissolved the entity, but the US filing wasn't done until last month. Is that a problem?
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Chloe Martin
•It could be, depending on your loan agreement. Most lenders require continuous perfection of security interests. You'll need to check if your loan docs have any provisions for international transitions or if they require notice of perfection gaps.
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Diego Fernández
UCC filings don't automatically transfer from other countries' systems - that's a fundamental misunderstanding. Each jurisdiction has its own perfection requirements. Your lender should have known this and filed a new UCC-1 immediately upon US incorporation.
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Anastasia Kuznetsov
•So what's the fix here? File a new UCC-1 with the correct debtor name?
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Diego Fernández
•Probably need to file a UCC-3 amendment to correct the debtor name if the original filing exists, or file a completely new UCC-1 if it doesn't. But honestly, this sounds like something that needs legal advice given the loan covenant issues.
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Sean Fitzgerald
I work with international companies all the time and this is unfortunately common. Lenders who don't understand UCC requirements often create these messes. You need to: 1) Verify what was actually filed and in which state, 2) Confirm the exact legal name of your US entity, 3) Determine if an amendment or new filing is needed.
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Zara Khan
•This is super helpful. Where would I even start with step 1? The lender says they filed it but won't give me the filing number.
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Sean Fitzgerald
•Red flag that they won't provide the filing number. You can search by debtor name in the state UCC database, but if nothing shows up, they may not have actually filed it. Document all your requests for the filing information.
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MoonlightSonata
Had this exact same issue last year! Our Canadian subsidiary was acquired by a US company and the security interests were a nightmare to transfer. Ended up having to file new UCC-1s in three different states because equipment was located in multiple jurisdictions. The debtor name matching requirement is no joke - even abbreviations like "Corp" vs "Corporation" will cause rejections.
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Mateo Gonzalez
•Three states?? How did you figure out which states required filings?
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MoonlightSonata
•General rule is file where the debtor is incorporated (for most collateral) but equipment and fixtures might need to be filed where they're physically located. It gets complicated fast.
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Nia Williams
•This is why I stick to domestic deals. International stuff is too complicated for the fees involved.
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Luca Ricci
Your loan covenants are definitely at risk if there's a perfection gap or invalid filing. I'd suggest getting a UCC search done immediately to see what's actually on file, then work backwards from there. Most lenders will work with you to fix filing issues if you're proactive about it.
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Aisha Mohammed
•How long does a UCC search typically take to get results?
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Luca Ricci
•Usually same day for online searches, but certified searches for legal purposes can take a few days. Given your situation, start with the online search to see what's there.
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Ethan Campbell
I'm dealing with something similar right now. Used Certana.ai to verify our UCC-1 against our incorporation docs and found two name discrepancies that would have invalidated the filing. Much easier than trying to manually compare everything, especially when you're dealing with multiple entities and filings.
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Yuki Watanabe
•These document verification tools are becoming essential for complex filings. Too many ways to mess up the details.
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Carmen Sanchez
•Agreed. The cost of getting it wrong is way higher than the cost of verification upfront.
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Andre Dupont
Bottom line - you need to get this sorted out ASAP. Invalid UCC filings mean your lender has an unsecured loan, which probably violates your loan agreement. Get the actual filing details from your lender (or search yourself), verify the debtor name accuracy, and be prepared to file amendments or new UCC-1s as needed. Don't let this drag out.
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Zoe Papadakis
•This is solid advice. Time is critical when dealing with perfection issues.
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ThunderBolt7
•Exactly. Every day with unperfected security interests is a day of risk for both the borrower and lender.
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