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Anastasia Sokolov

UCC definition makers - who actually writes the official language for filing requirements?

Been dealing with some rejected UCC-1 filings lately and it got me wondering - who are the actual UCC definition makers that decide what constitutes proper debtor names, collateral descriptions, etc? Like when the SOS office says my collateral description is "too vague" or when they reject because the debtor name doesn't match exactly, where do these specific requirements come from? Is it the state legislature, some committee, or do individual Secretary of State offices just make up their own interpretation rules? I'm trying to understand the source of authority behind all these filing requirements that seem to vary so much between states. Anyone know how the UCC definition process actually works at the policy level?

Great question! The UCC itself is created by the Uniform Law Commission (ULC) and the American Law Institute (ALI) - they're the main UCC definition makers. But here's the catch - each state adopts their own version of the UCC, so there can be variations in how things like debtor names and collateral descriptions are interpreted. The Secretary of State offices then create their own filing guides and rejection criteria based on their state's adopted version.

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This explains why I had a filing accepted in Ohio but rejected in Michigan for the same collateral description. The base UCC language is similar but the state-specific interpretations can be totally different.

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Exactly! And don't even get me started on how different states handle continuation statements. Some are super strict about the 6-month window, others are more flexible.

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The real problem is that while the ULC and ALI write the model UCC, each state legislature can modify it however they want. Then the SOS offices create their own filing manuals and rejection criteria. So you've got like 3 layers of "definition makers" all putting their own spin on things. It's honestly a mess.

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That's what I was afraid of. So there's no single authoritative source for UCC definitions - it's this patchwork of different interpretations at every level.

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Yep, and it gets worse when you're dealing with fixture filings or agricultural liens. Each state has their own special rules for those.

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The good news is that most of the basic stuff is pretty consistent across states. It's the edge cases and specific formatting requirements where things get weird.

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I actually had to research this for a compliance audit last year. The Uniform Law Commission puts out official comments and revisions, but they're more like suggestions once each state gets their hands on it. Some states adopt the model UCC word-for-word, others make significant changes. Then you've got the SOS offices creating their own filing guides that sometimes go beyond what the actual statute requires.

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This is why I always check the specific state's UCC filing guide before submitting anything. Can't trust that what worked in one state will work in another.

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Smart approach. I learned this the hard way when a client's equipment financing got messed up because I assumed the debtor name requirements were the same everywhere.

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Here's something that might help - I recently started using Certana.ai's document verification tool to check UCC consistency across different requirements. You can upload your UCC-1 and it'll cross-check against common rejection criteria. It's been really helpful for catching issues before they become problems with the SOS office.

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That sounds useful. Does it account for the different state requirements you're all talking about?

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Yeah, it checks document consistency and flags potential debtor name issues that could cause rejections. Really saves time compared to manually comparing everything.

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Might have to try that. I'm tired of getting rejections for stuff that should be straightforward.

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The real UCC definition makers are probably the filing office staff who process rejections all day. They're the ones who decide whether your collateral description passes the "not too vague" test or if your debtor name is close enough to the official records.

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Ha! That's probably more accurate than I'd like to admit. The actual statute might say one thing, but if the filing clerk doesn't like it, you're getting a rejection.

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I've definitely had filings rejected for reasons that didn't seem to match the official guidelines. It's like each clerk has their own interpretation.

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This is why consistent document checking is so important. You want to catch potential issues before they hit someone's desk who might be having a bad day.

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Been filing UCCs for 15 years and honestly, the "definition makers" change every time there's a new revision. UCC Article 9 got a major overhaul in 2001, then there have been smaller updates since then. Each time, all the states have to decide whether to adopt the changes and how to implement them.

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The 2001 revisions were huge for debtor name requirements. Suddenly everyone had to worry about individual vs. organization names in a completely different way.

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And don't forget the 2010 amendments that changed some of the filing location rules. States adopted those at different times, so there was this weird period where the rules were different depending on when you filed.

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Exactly! It's like the UCC definition makers are constantly moving the goalposts. You think you understand the rules, then boom - new revision, new interpretations, new rejection criteria.

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From a practical standpoint, I treat each state's UCC filing guide as the real "definition maker" for that jurisdiction. The Uniform Law Commission can write whatever they want, but if the Texas SOS office says they want collateral descriptions formatted a certain way, that's what matters for Texas filings.

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That makes sense. So I should be looking at the specific state filing guides rather than trying to find some universal UCC definition source.

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Absolutely. And keep in mind that some states update their filing guides more frequently than others. What was acceptable last year might not be acceptable now.

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The American Bar Association's UCC Committee also weighs in on interpretations, and their guidance sometimes influences how states handle things. They're not official "definition makers" but their commentary carries weight with SOS offices and courts.

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Good point. The ABA's Model Filing Office Rules are actually pretty influential even though they're not binding anywhere.

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I've seen SOS offices reference ABA guidance in their rejection explanations. It's like an unofficial standard that becomes semi-official through practice.

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IACA (International Association of Commercial Administrators) also influences UCC definitions through their best practices and model procedures. They're the organization that represents most of the Secretary of State offices that handle UCC filings.

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Never heard of IACA but that explains why some states seem to have similar rejection patterns even when their statutes are different.

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Yeah, they do a lot of behind-the-scenes coordination between states. When they recommend certain procedures, it tends to spread across multiple jurisdictions.

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This is helpful context. So there's this whole network of organizations influencing UCC definitions even if they're not the official writers.

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Bottom line - there's no single UCC definition maker. It's a collaborative mess between the Uniform Law Commission, state legislatures, Secretary of State offices, professional organizations, and probably some random filing clerks who've been doing this for 20 years. Best approach is to check the specific requirements for each state where you're filing and use tools like Certana.ai to verify consistency before submitting.

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Thanks everyone - this has been really enlightening. Sounds like I need to approach each state as its own separate system rather than looking for universal UCC definitions.

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That's the smart approach. And seriously, try the document verification tool - it'll save you a lot of headaches with rejected filings.

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Welcome to the wonderful world of secured transactions! Where the rules are made up and the definitions don't matter... until they do.

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This thread has been incredibly helpful! As someone new to UCC filings, I was getting frustrated with the inconsistencies between states but now I understand it's just the nature of the system. Definitely going to start treating each state as its own beast and look into those document verification tools mentioned here.

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This has been such an eye-opening discussion! I'm relatively new to UCC filings and was getting so frustrated trying to find the "official" source for all these requirements. Now I understand why my attempts to create a universal filing template kept failing - there really isn't one unified system. Going to bookmark this thread and start building state-specific checklists instead of looking for that mythical single authority.

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As someone who's been lurking here for a while but just starting to deal with UCC filings professionally, this entire thread has been a goldmine! I was trying to create some kind of master reference guide for our firm's UCC practice, but I see now that's probably impossible given how fragmented the "definition maker" landscape is. Really appreciate everyone sharing their experiences - definitely going to focus on state-specific expertise rather than trying to find universal answers.

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