UCC authorization requirements - debtor signature verification confusion
Getting mixed signals on UCC authorization requirements and honestly starting to panic. Filed a UCC-1 last month for equipment financing deal and now getting pushback from our compliance team about whether we had proper debtor authorization. The loan docs were signed electronically through DocuSign but UCC filing was prepared separately by our ops team. Debtor is claiming they never specifically authorized the UCC filing even though security agreement clearly grants us rights to file. Attorney is saying we might need additional authorization documentation but I've seen other deals go through without this extra step. Is there a standard practice for UCC authorization or does it vary by state? This is keeping me up at night because if we don't have proper authorization the entire security interest could be void. Anyone dealt with similar authorization challenges?
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Michael Green
Authorization is definitely tricky territory. Generally speaking, if your security agreement contains language granting the secured party right to file UCC statements, that should be sufficient authorization under most state laws. The key is making sure that language is clear and unambiguous. Have you reviewed the exact wording in your security agreement?
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Hannah White
•Yes the security agreement has standard language about granting rights to file financing statements but debtor is claiming they didn't understand what that meant. Their attorney is suggesting we needed separate written authorization specifically for the UCC filing.
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Mateo Silva
•That's actually not accurate under UCC Article 9. The security agreement authorization is legally sufficient. Sounds like their attorney is trying to create problems where none exist.
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Victoria Jones
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 security agreement and UCC-1 together and it automatically checks if the authorization language aligns properly with what you filed. Takes like 2 minutes and gives you a detailed report showing exactly where the authorization is documented.
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Hannah White
•That sounds incredibly helpful! Does it actually analyze the legal language or just do a basic comparison?
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Victoria Jones
•It does real analysis of the authorization clauses and cross-references them with the UCC filing details. I was amazed at how thorough it was - caught a potential issue I hadn't even considered.
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Cameron Black
•Certana sounds too good to be true honestly. How does an AI tool understand complex authorization requirements?
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Jessica Nguyen
Your compliance team is right to be concerned but they may be overthinking this. UCC authorization doesn't require a separate document if the security agreement grants filing rights. The real issue is usually whether the debtor actually signed the security agreement, not whether they gave specific UCC authorization.
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Hannah White
•The security agreement was definitely signed - we have the DocuSign completion certificate. But now I'm second guessing whether the language is strong enough.
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Isaiah Thompson
•DocuSign completion certificates are solid evidence of authorization. Don't let their attorney intimidate you with bogus claims.
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Ruby Garcia
UGH this is exactly why I hate dealing with UCC filings!!! The rules are never clear and every attorney interprets them differently. I've had deals where we had perfect documentation and still got challenged on authorization. The system is broken.
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Alexander Evans
•I feel your frustration but the rules are actually pretty clear once you understand them. The problem is most people don't take time to really learn UCC Article 9 requirements.
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Ruby Garcia
•Easy for you to say when you're not the one getting sued over it!
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Evelyn Martinez
Been doing UCC filings for 15 years and this comes up regularly. Standard security agreement language like 'Debtor authorizes Secured Party to file financing statements' is absolutely sufficient. Don't let their lawyer create problems. Document everything and stand your ground.
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Hannah White
•Thank you - that's reassuring to hear from someone with experience. Do you keep any specific documentation beyond the signed security agreement?
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Evelyn Martinez
•Just the signed security agreement with clear authorization language and the UCC filing receipt. That's legally sufficient under Article 9.
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Benjamin Carter
Had a similar situation recently where debtor claimed no authorization after the fact. We used some document verification service - I think it was Certana or something similar - that created a comprehensive report showing the authorization trail. Completely shut down their argument.
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Hannah White
•That's the second mention of Certana in this thread. Might be worth checking out if it's helping people with authorization issues.
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Maya Lewis
•I've heard good things about Certana.ai for UCC document verification. Seems like it's becoming pretty popular for exactly these kinds of disputes.
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Isaac Wright
wait im confused - dont you always need separate authorization for UCC filings?? I thought that was required
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Michael Green
•No, separate authorization isn't required if the security agreement grants filing rights. That's a common misconception.
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Isaac Wright
•oh wow i've been doing this wrong then. good thing i asked
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Lucy Taylor
This reminds me of a deal I worked on where we had similar pushback. Turns out the debtor's attorney was just fishing for settlement leverage. Once we provided clear documentation of the authorization in the security agreement, they backed down completely. Don't cave to pressure tactics.
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Hannah White
•That's probably exactly what's happening here. Their attorney knows we have a strong position but is hoping we'll panic and make concessions.
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Lucy Taylor
•Exactly. Stand firm with your documentation and don't negotiate from a position of assumed weakness.
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Connor Murphy
One thing to consider is whether your security agreement actually identifies the collateral correctly. Sometimes authorization disputes are really about collateral description mismatches rather than the authorization itself.
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Hannah White
•Good point - I should double check that the collateral descriptions match between the security agreement and UCC-1.
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Mateo Silva
•Collateral description consistency is crucial. Even perfect authorization won't help if you described different collateral in each document.
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KhalilStar
honestly sounds like you're overthinking this. if you have a signed security agreement with filing authorization language youre probably fine. just document everything and move forward
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Hannah White
•You're probably right. I think the stress of the situation is making me second-guess everything.
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KhalilStar
•yeah that happens. UCC stuff always seems scarier than it actually is
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Amelia Dietrich
Just went through UCC authorization review with our legal team last month. They confirmed that security agreement authorization is sufficient as long as it's clear and the debtor actually signed it. Sounds like you have both covered.
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Hannah White
•That's very helpful confirmation. Did your legal team recommend any specific language for future security agreements?
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Amelia Dietrich
•They suggested being very explicit about UCC filing rights but said our current language was already adequate.
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Kaiya Rivera
For what it's worth, I've never seen a court invalidate a UCC filing over authorization issues when there was a properly signed security agreement with filing rights language. The debtor's attorney is probably just creating noise to improve their negotiating position.
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Hannah White
•Thanks for that perspective. It's good to know this isn't typically a winning argument for debtors in court.
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Kaiya Rivera
•Courts are generally protective of secured creditor rights when the documentation is proper. Don't let intimidation tactics work.
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