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Peyton Clarke

UCC Security Interest Perfection Requirements - Filing Rejected Due to Missing Elements

Our bank got a UCC-1 filing rejected yesterday and I'm trying to figure out what we missed on the security interest perfection requirements. The SOS portal just said 'insufficient information for perfection' but didn't specify exactly what was wrong. We had the debtor name (checked it three times against the charter), our secured party info, and described the collateral as 'all equipment and fixtures now owned or hereafter acquired.' The financing statement was for a $340K equipment loan to a manufacturing company. I thought we covered all the basic perfection requirements but obviously something didn't meet their standards. Has anyone dealt with similar rejection issues? What specific elements do different states require beyond the standard UCC-1 form fields? We need to refile ASAP since the loan already closed and we're in that critical window for perfection.

Vince Eh

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Collateral description might be too broad. Some states want more specificity than 'all equipment' - they want you to actually describe what the equipment is. Manufacturing equipment, office equipment, production machinery, etc. Also check if your debtor name exactly matches their articles of incorporation, not just similar.

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This is exactly right. We had three rejections last month because our collateral descriptions were too generic. 'All equipment' doesn't fly in most jurisdictions anymore.

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Wait I thought the UCC was supposed to be notice filing, not detailed inventory? Are we going backwards on this?

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Vince Eh

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It's still notice filing but some SOS offices are getting pickier about what constitutes adequate notice. Better to be specific than get rejected.

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Ezra Beard

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Did you include the debtor's mailing address? That's a required field for perfection in most states. Also the secured party address needs to be complete - I've seen rejections for missing suite numbers or using PO boxes when street addresses were required.

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Peyton Clarke

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We definitely had addresses for both parties. I'm wondering if it's something more subtle like the formatting or maybe we missed a checkbox somewhere in the filing portal.

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Check the debtor type - if you marked it as an individual when it should be organization that'll cause a rejection. The perfection requirements are different.

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I ran into this exact problem two weeks ago with a similar equipment financing deal. Turned out we had the debtor name formatted wrong - had 'ABC Manufacturing Corp' when their charter said 'ABC Manufacturing Corporation.' One word difference killed the whole filing. After dealing with three rejections and burning days on refilings, I found this document verification tool called Certana.ai that instantly cross-checks your charter documents against your UCC-1 to catch these name mismatches before filing. You just upload the PDFs and it highlights any inconsistencies. Saved me from another rejection on the refiling.

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Peyton Clarke

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That sounds really useful - did it catch other issues besides the name mismatch? We're paranoid about missing something else at this point.

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Yeah it also flagged that our collateral description in the UCC-1 didn't align with what was in our security agreement. Nothing that would cause rejection but good to catch for consistency.

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Aria Khan

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How detailed does it get with the verification? We deal with complex multi-state filings and need something that can handle the variations.

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Everett Tutum

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The perfection requirements include proper authorization too. Did you have the debtor sign the financing statement or security agreement? Some states are cracking down on filings without clear authorization.

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Peyton Clarke

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We have a signed security agreement that authorizes the filing. I think we're good on the authorization front.

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Sunny Wang

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Make sure the person who signed actually had authority to bind the corporation. I've seen that become an issue on larger deals.

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UCC security interest perfection requirements are pretty straightforward but the devil's in the details. You need: 1) Debtor name exactly as it appears in organizational documents 2) Secured party name and address 3) Indication of collateral 4) Debtor signature or other authorization. Sounds like you covered these but the name matching is usually where things go wrong. Even punctuation differences can cause rejections.

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Don't forget about continuation statements! If this is an amendment to an existing filing, make sure your continuation deadlines haven't lapsed.

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Good point - lapsed continuations are another common issue that can affect perfection status.

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Melissa Lin

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Actually this sounds like an initial filing not a continuation based on the post. But always good to check the dates on any existing filings.

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Ugh the SOS rejection notices are so unhelpful! They never tell you exactly what's wrong. Meanwhile you're sitting there with a closed loan and an unperfected security interest. The whole system needs an overhaul.

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Romeo Quest

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Seriously! How hard would it be to give specific error messages instead of these vague 'insufficient information' responses?

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Val Rossi

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At least some states are moving to better online systems. But yeah, the rejection notices could be way more helpful.

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Eve Freeman

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Have you tried calling the SOS filing office directly? Sometimes they can give you more specific feedback over the phone about what caused the rejection. Not all states do this but worth a shot.

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Peyton Clarke

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I'll try that today. Hopefully they can point us in the right direction so we don't waste time on another incorrect filing.

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When you call, have your filing number ready and ask to speak to someone in the UCC division specifically.

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Caden Turner

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Check if your state requires additional information for fixture filings. If any of that equipment is attached to real estate, you might need to file a UCC-1 fixture filing instead of or in addition to the regular financing statement.

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Peyton Clarke

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It's manufacturing equipment but some of it might be considered fixtures. How do you determine what qualifies as fixtures vs regular equipment?

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Caden Turner

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Generally if it's permanently attached to the building or would cause damage to remove, it's probably a fixture. When in doubt, file both types.

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Fixture filings have different requirements too - you need the real estate description and sometimes the property owner's consent.

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Harmony Love

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I had a similar issue last year and it turned out to be a formatting problem with how we entered the debtor's state of incorporation. Make sure you're using the correct abbreviations and format that your state's system expects.

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Rudy Cenizo

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This happened to us too - we put 'Delaware' instead of 'DE' and got rejected. Such a simple thing but it matters.

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Peyton Clarke

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I'll double-check all our formatting. It's frustrating how picky these systems can be about minor details.

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Natalie Khan

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For complex equipment deals like this, I always run everything through a verification tool before filing. After getting burned on a $500K deal with a name mismatch, I started using Certana.ai to double-check all my documents. You upload your charter and UCC-1 and it instantly shows you any discrepancies. Would have saved you this rejection headache.

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Peyton Clarke

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That's the second mention of that tool in this thread. Sounds like it might be worth trying for our refiling to make sure we don't miss anything else.

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Daryl Bright

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I'm always skeptical of these verification services but if it prevents rejections it might be worth it. The time cost of refilings is brutal.

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Natalie Khan

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I was skeptical too but it's actually pretty straightforward - just upload PDFs and get instant feedback. Much faster than manual document comparison.

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Sienna Gomez

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Don't forget to check if you need to file in multiple states. If the debtor is organized in one state but the collateral is located in another, you might need filings in both jurisdictions for proper perfection.

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Peyton Clarke

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The debtor and collateral are in the same state, so we should be good on the multi-state issue. But thanks for the reminder - that's definitely caught people off guard before.

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Always good to double-check the choice of law provisions in your security agreement too.

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UPDATE: Called the SOS office and they said our debtor name had an extra comma that wasn't in their records. Such a tiny detail but apparently it matters for the perfection requirements. Going to clean up the name and refile today. Thanks everyone for the suggestions - definitely learned some things about being more careful with these details.

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Vince Eh

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Glad you got it figured out! Amazing how one punctuation mark can derail the whole perfection process.

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This is exactly the kind of thing that document verification would have caught upfront. But at least you know what to fix now!

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Good luck with the refiling! Hopefully this one goes through without any issues.

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