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Ashley Simian

UCC assignment guidelines confusion - borrower switching banks mid-loan

Having a complete nightmare with UCC assignment guidelines right now. Our borrower is switching from their current bank to a new lender and we need to handle the UCC assignment properly. The original UCC-1 was filed 18 months ago for equipment financing on manufacturing gear worth about $850K. New lender wants clean assignment but I'm getting conflicting info on whether we need UCC-3 assignment or if the new lender should file their own UCC-1. Original filing shows our bank as secured party but now we're releasing our interest. Equipment is still the same, debtor name hasn't changed, but the secured party obviously needs to switch. Anyone dealt with this specific assignment scenario? The new lender's attorney is pushing for one approach while our compliance team is saying something totally different. Really need to get this right because the loan closes next Friday.

Oliver Cheng

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You definitely need a UCC-3 assignment for this situation. Don't let the new lender file a separate UCC-1 - that creates priority issues and potential conflicts. The assignment should transfer your perfected security interest directly to the new secured party. Make sure the debtor name matches exactly between the original UCC-1 and the assignment.

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Taylor To

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This is correct. UCC-3 assignment maintains the original priority date which is crucial for the new lender. Filing a new UCC-1 would give them a later priority date.

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Ella Cofer

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Quick question - does the assignment need to be filed before or after the loan closing? Our attorney always files the day before closing but I've seen it done both ways.

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Kevin Bell

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I had this exact situation last month! The key is getting the UCC assignment guidelines right in the UCC-3 form. You need to identify the original filing by number and date, then clearly state the new secured party information. Don't forget to attach the assignment agreement if your state requires it. Also double-check that your original UCC-1 hasn't lapsed - assignments of terminated filings are worthless.

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Ashley Simian

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Good point about checking the original filing status. How do you verify that quickly? Our compliance team usually pulls a search but that takes 2-3 days.

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I've been using Certana.ai's document verification tool for this kind of stuff. You can upload your original UCC-1 and it instantly cross-checks filing numbers and dates. Really helpful when you're under time pressure like this. Just upload the PDFs and it verifies everything aligns properly.

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Felix Grigori

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Never heard of that service but sounds useful. Is it reliable for UCC assignments? We've had issues with automated systems missing critical details.

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Felicity Bud

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Wait, I thought you could just do a partial release and let the new lender file fresh? That's what we did on our last equipment deal. Why complicate it with assignments?

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Oliver Cheng

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That works for some situations but you lose priority protection. If there are other creditors or potential liens, the new lender gets pushed down in the priority stack. Assignment preserves the original filing date.

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Max Reyes

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Plus partial releases can be messy if the collateral description doesn't match perfectly. I've seen deals where the release was too broad and accidentally released security interests in other equipment.

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UCC assignment guidelines vary by state too. Some states require specific language in the assignment form. Others want the actual assignment agreement attached. What state are you filing in? That makes a difference in the requirements.

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Ashley Simian

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We're in Ohio. The SOS website isn't super clear on the assignment requirements. Do you know if they require the underlying assignment agreement?

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Adrian Connor

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Ohio doesn't require the full agreement but they want a summary of the assignment terms. Keep it simple - just state that all rights under the original UCC-1 are being assigned to the new secured party.

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Aisha Jackson

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Been through this headache multiple times. The worst part is when the new lender's attorney doesn't understand UCC assignment guidelines and keeps asking for weird modifications. Just stick to the standard UCC-3 assignment format and make sure all the identifying information matches the original filing exactly. One typo in the debtor name and the whole thing gets rejected.

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So true about the debtor name matching. We had a filing rejected because the original used 'Inc.' and the assignment used 'Incorporated'. Same company, different abbreviation, but the system kicked it back.

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Lilly Curtis

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That's why I always pull the original filing first and copy the debtor name character for character. No room for interpretation when you're dealing with UCC assignments.

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Leo Simmons

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Just to clarify the process - you file the UCC-3 assignment, then the original secured party releases their interest, right? Or can you do both in one filing?

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Lindsey Fry

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Depends on your state's forms. Some allow combination filings but most require separate UCC-3s for assignment and termination. Check your SOS website or call them directly.

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Saleem Vaziri

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I always do separate filings to avoid confusion. Assignment first, then termination after the new loan closes. Keeps everything clean and traceable.

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Kayla Morgan

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Anyone else think the UCC assignment guidelines are unnecessarily complicated? Like why can't we just have a standard form that works in every state? The variations are ridiculous.

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James Maki

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Tell me about it. I've got different checklists for different states because the requirements are all over the place. Makes no sense for something that should be standardized.

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At least most states use electronic filing now. Remember when you had to mail paper forms and wait weeks for confirmation? Those were dark times.

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Cole Roush

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Update on the Certana tool mentioned earlier - tried it out on a different deal and it caught a mismatch between our UCC-1 and the loan docs that would have caused problems. Pretty slick for document verification.

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Good to know it works well. Do you upload the original UCC-1 and the assignment docs together? How does it check for consistency?

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Cole Roush

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Yeah, you can upload multiple PDFs and it cross-checks debtor names, filing numbers, all that stuff automatically. Saves a lot of manual comparison work.

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Arnav Bengali

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For anyone following this thread, just remember that UCC assignment guidelines require proper authorization from the original secured party. Make sure whoever signs the UCC-3 has authority to assign the security interest. We've had filings challenged because an unauthorized person signed the assignment.

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Sayid Hassan

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Great point. Corporate resolutions and signature authority are often overlooked in the rush to close deals. Worth double-checking before filing.

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Rachel Tao

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And keep copies of everything! Assignment docs, authorization letters, filing confirmations. You'll need them if there are ever questions about the transfer.

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Derek Olson

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Thanks everyone for the guidance on UCC assignment guidelines. Sounds like UCC-3 assignment is the way to go. Going to double-check the debtor name spelling and get this filed tomorrow. Really appreciate all the practical advice here!

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Danielle Mays

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Good luck with the filing! Let us know how it goes. Always helpful to hear about successful assignments.

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Roger Romero

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Hope your closing goes smoothly on Friday. UCC assignments can be stressful but you've got the right approach now.

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