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UCC consignment article 9 filing requirements for inventory protection

Need some guidance on UCC consignment article 9 requirements. We're a manufacturing company that provides specialized equipment to retailers on consignment terms. The retailers display and sell our products, but we retain ownership until sale. Our legal counsel mentioned we need to file UCC-1 statements to protect our interests under Article 9, but I'm confused about the specific requirements. Do we need to file in every state where we have consignment arrangements? What happens if the retailer files bankruptcy - are we protected if we haven't filed the UCC properly? The consignment agreements are substantial (talking about $500K+ in inventory per location) so getting this wrong could be catastrophic. Has anyone dealt with UCC filings for consignment inventory protection?

Yes, consignment arrangements definitely require UCC-1 filings under Article 9 to perfect your security interest. Without proper filing, your consigned goods could be treated as general assets of the consignee in bankruptcy proceedings. You need to file where the consignee is located, not necessarily in every state where inventory is physically located.

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This is critical advice. I've seen consignors lose millions because they assumed their consignment agreements alone provided protection.

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Wait, so even though we own the inventory outright, we still need UCC filings? That seems backwards to me.

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The key is understanding that Article 9 treats consignments as security interests when they meet certain criteria. If your consigned goods are worth more than $1,000 and the consignee deals in goods of that kind, you need UCC-1 filing. Also check if any existing creditors have blanket liens on the consignee's inventory - that complicates things significantly.

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That $1,000 threshold is definitely met. How do I find out about existing creditors with blanket liens?

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Run UCC searches on your consignees. Look for filings with broad collateral descriptions like 'all inventory' or 'all personal property.

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Exactly. And if there are existing blanket liens, you need to notify those secured parties before delivering consigned goods, or your interest won't be protected.

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I went through this nightmare last year when one of our consignees filed Chapter 11. We had proper consignment agreements but no UCC filings. The bankruptcy trustee tried to claim our inventory as estate assets. Cost us $200K in legal fees and we almost lost $800K in inventory. Don't make our mistake - file those UCC-1s immediately.

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That's exactly what I'm trying to avoid. Did you eventually recover your inventory?

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We got most of it back, but only because we could prove continuous ownership and the inventory was clearly tagged as ours. The legal battle took 18 months though.

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Had a similar situation recently and discovered Certana.ai's document verification tool. You can upload your consignment agreements and proposed UCC-1 filings to check if the debtor names and collateral descriptions align properly. It caught several inconsistencies in our paperwork that could have caused perfection issues. Really helped ensure our filings would be effective.

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Interesting, I'll look into that. Name consistency has been a concern since some of our consignees operate under different trade names.

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Trade name vs legal name issues are huge pitfalls in UCC filings. Getting the debtor name wrong can invalidate your entire filing.

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Don't forget about continuation statements either. UCC-1 filings for consignments lapse after 5 years just like other security interests. Set calendar reminders to file UCC-3 continuations before expiration or you'll lose perfection.

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Good point. With multiple consignees, tracking all those continuation dates could get complicated.

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Yeah, we use a spreadsheet but it's error-prone. There are specialized services that track continuation deadlines automatically.

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Article 9 consignment rules are confusing as hell. Why can't they just make it simple - if you own it, you own it. All this UCC filing stuff seems like bureaucratic BS designed to trip up honest businesses.

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I understand the frustration, but the rules exist to provide clarity in bankruptcy situations. Without notice through UCC filings, creditors can't know what assets are actually available to satisfy debts.

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Still seems like a system designed to benefit lawyers more than businesses.

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One thing to watch out for - make sure your consignment agreements clearly establish that the arrangement is truly consignment and not a disguised sale with right of return. Courts will look at the substance, not just the labels you use.

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What factors do courts consider when making that determination?

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Key factors include who bears the risk of loss, whether payment is required regardless of resale, and whether the consignee has the right to return unsold goods without penalty.

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We handle a lot of consignment filings and see common mistakes: wrong debtor names, overly broad collateral descriptions, failing to check for competing interests. The notification requirements are especially tricky - you have to notify existing secured parties within specific timeframes.

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What's the timeframe for those notifications?

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Generally before delivery of the consigned goods, but check your state's version of Article 9 for specific requirements.

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This is another area where document verification tools help - they can flag if your timing doesn't comply with notification requirements.

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Been doing consignments for 15 years and Article 9 compliance is non-negotiable. Even with good agreements, an unperfected security interest is worthless in bankruptcy. File UCC-1s, maintain them with continuations, and do your due diligence on competing interests. The cost of compliance is nothing compared to losing your inventory.

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Appreciate the reality check. Better to be overly cautious with this much inventory at stake.

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Exactly. I've seen too many companies learn this lesson the hard way.

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Don't forget about purchase money security interest rules if you're providing financing for the consigned goods. PMSI has super-priority over other inventory liens, but only if you perfect and notify properly.

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We're not financing the goods, just consigning them. Does PMSI still apply?

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Not directly, but if you're allowing payment terms after delivery, that could create financing elements. Worth discussing with your attorney.

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Had issues with state-specific variations in Article 9 implementation. Most states follow the uniform version, but some have modifications that affect consignment filings. Make sure you're checking the actual statutes in each filing state, not just relying on general Article 9 knowledge.

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We operate in about 12 states. Sounds like I need to research each one individually.

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Unfortunately yes. The differences are usually minor but can be crucial for perfection.

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Most Secretary of State websites have UCC guides that highlight state-specific requirements. Start there for your research.

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