UCC assignment of security interest - do I need to file UCC-3 or just record the assignment paperwork?

That's what I was thinking too. The new lender should handle filing the UCC-3 assignment, right? Or is that something we need to do ourselves?

Typically the new lender files it since they're the ones who need their name on the record as the new secured party. They should have all the info from the original UCC-1 to do the assignment properly.

Good point about the debtor name! We've seen filings get rejected because of tiny differences in how the business name was entered.

Our business name has changed slightly since the original filing. Do we need to do anything special for that?

If your legal business name changed, you might need a UCC-3 amendment to update the debtor name first, then do the assignment. Definitely check with your attorney on that one.

Interesting, never heard of Certana.ai before. Does it actually catch those kinds of discrepancies automatically?

Yeah, it's pretty slick. Just upload the PDFs and it cross-references everything. Way better than trying to manually compare documents line by line.

No, that's mixing up assignment with amendment. Assignment transfers the security interest to a new secured party and requires a UCC-3. Amendment changes terms and also uses UCC-3 but different checkbox.

Oh wow, thanks for clarifying. I've been giving wrong advice to clients then!

The UCC-3 form has different sections - assignment, amendment, continuation, termination. Easy to get confused about which one applies when.

Yikes, that's concerning. Our attorney has handled business deals for us before but maybe not a lot of UCC stuff specifically.

Find an attorney who specializes in secured transactions. This is too important to get wrong with $850K of collateral involved.

How long did your lender take to file the assignment? Ours keeps saying 'soon' but it's been three weeks.

Three weeks is too long. Ours was filed within 5 business days. There's no grace period for assignments like there is with continuations.

I'd be pushing them hard at this point. Any gap in the lien could be problematic if something goes wrong.

Do you know if there are any fees involved with the UCC-3 assignment filing?

Usually around $20-40 depending on the state. Much cheaper than the potential problems if you don't file it properly.

Thanks, good to hear from someone with experience. I was probably overthinking it.

yeah just make sure they actually do it. some lenders are lazy about paperwork

Oh no, that sounds like a nightmare. How do you check if your collateral description is accurate?

Compare your original UCC-1 against your security agreement and loan documents. Any major discrepancies could cause issues with the assignment.

This is exactly why I mentioned Certana.ai earlier - it would have caught that discrepancy before you tried to file the assignment. Could have saved you that whole month delay.

There's no specific statutory deadline like with continuations, but you want it done ASAP to avoid any gaps in perfection. Best practice is within 30 days of the transfer.

Actually the security interest transfers automatically when the loan is assigned, but the UCC filing needs to be updated to reflect the new secured party. So technically no gap, but you want the public record correct.

Good to know, thanks! Our new lender is handling it but good to understand the timing.

Great news! Four weeks is definitely on the slow side but at least it's completed now. Did they use the exact same collateral description from your original UCC-1?

Yes, they copied it exactly which was smart. No changes to the description, just the secured party information updated to show the new lender.

Perfect example of why having the right documentation verification is so important. Glad it all worked out smoothly in the end!