UCC deposit account perfection - bank says no filing needed?

This is exactly right. Control vs filing is one of those areas where the law allows multiple paths to perfection. The deposit account control agreement should specify who has authority over the account.

Wait, so if they already have control, why would they also file? Seems like overkill to me. Is there some advantage to doing both?

The advantage is that a UCC-1 filing gives public notice to other creditors. Control is private between you and the bank. If there's ever a bankruptcy or other creditor issues, having the filing creates a clear priority date that's publicly searchable.

That's interesting - I hadn't thought about what happens if you switch banks. Does the control agreement automatically transfer or do you have to start over?

You'd have to start over with a new control agreement at the new bank. That's exactly why the UCC-1 filing provides extra protection - it follows the collateral regardless of which institution holds it.

How does that work exactly? Do you upload all the documents at once or check them one by one?

You can do either - I usually upload the loan agreement and UCC-1 together, then add the deposit account control agreement. It automatically cross-references account numbers, legal entity names, and collateral descriptions. Takes like 2 minutes and gives you a report of any inconsistencies.

This sounds too good to be true lol. Are you sure it catches everything? I'm always paranoid about automated tools missing something important.

I was skeptical too but it's been solid. Obviously you should still review everything yourself, but it's caught several things I missed during manual review. Especially helpful for deposit account numbers and entity name variations.

Good point - I need to double-check the loan agreement language. The bank person I talked to might not be familiar with what their own loan docs require.

Exactly! The loan officer might know banking regulations but not necessarily the specific terms of your loan agreement. Always check the actual contract language.

I feel you! The whole system seems designed to confuse people. At least with equipment it's straightforward - you HAVE to file.

The problem is that every lender has different policies. Some always file for deposit accounts, some never do. It's not really a legal issue, it's a business practice issue.

That's a really good point about practical control vs legal perfection. I hadn't thought about the day-to-day implications.

Most control agreements let you use the account normally until there's a default. But you should definitely read the fine print about what triggers the lender's right to freeze the account.

You can usually do blanket descriptions but some lenders prefer specific account numbers. Depends on their policies and your loan agreement requirements.

I'd go with specific account numbers if possible. Makes it clearer for everyone involved and avoids any arguments later about which accounts were intended to be covered.

Makes sense. Better to be overly specific than leave room for interpretation.

That's a great point about after-acquired property. I always forget about that aspect of UCC filings.

Does after-acquired language work the same way for deposit accounts as it does for equipment? I thought bank accounts were treated differently.

It can work but it depends on the specific language in the UCC-1 and whether the underlying security agreement covers after-acquired deposit accounts. Not all lenders include that language.

This is probably the most practical advice in this thread. Don't let perfect be the enemy of good when you're under deadline pressure.

You're right - I'm probably overthinking it. As long as we have proper perfection through the control agreement, I can always add a UCC-1 filing later if needed.

YES! Documentation is everything. Email confirmation at minimum, but preferably something signed.

Also make sure you understand exactly what the control agreement says about your ability to use the funds. Some are more restrictive than others.

Good call on getting written confirmation. I'll follow up with the loan officer via email to document their position on the UCC filing requirements.