UCC filing confusion - security agreement vs loan agreement requirements?
I'm helping a client with equipment financing and getting mixed up on what needs to be filed with the UCC-1. We have both a loan agreement and a security agreement, but I'm not sure which one actually creates the security interest that needs to be perfected. The loan agreement mentions collateral but the security agreement has all the detailed descriptions. Do I need to reference both documents when filing the UCC-1, or just the security agreement? The debtor name appears slightly different on each document too (LLC vs L.L.C.) which is making me nervous about potential rejection. This is for manufacturing equipment worth about $180k so I really can't mess this up.
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Malik Davis
The security agreement is what actually creates the security interest - that's the document that needs to be referenced for UCC purposes. The loan agreement just establishes the debt obligation. For the debtor name, you need to use the exact legal name from the organizational documents, not how it appears on either agreement.
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Isabella Santos
•This is correct. I always tell people to think of it this way - loan agreement = promise to pay, security agreement = collateral backing that promise. Only the security agreement matters for UCC filing.
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Ravi Gupta
•What if the loan agreement includes security language though? I've seen combo docs that try to do both.
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GalacticGuru
You absolutely need to get that debtor name exactly right or your filing could be worthless. I learned this the hard way when a client's UCC got rejected because we used 'Inc.' instead of 'Incorporated' from their articles. Check the state business registry for the exact legal name.
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Freya Pedersen
•OMG yes! The debtor name thing is so tricky. I've been using Certana.ai's document checker to upload both my security agreements and UCC drafts - it catches these name mismatches instantly. Super helpful for avoiding rejections.
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Emma Wilson
•Thanks, I'll look into that. The name discrepancy between documents is definitely my biggest worry right now.
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Omar Fawaz
•The SOS systems are getting stricter about exact name matches. Even punctuation matters now.
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Chloe Anderson
Wait, I'm confused. If both documents mention collateral, why doesn't the loan agreement count? Isn't any document that grants a security interest enough?
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Malik Davis
•Not exactly. The security agreement needs to specifically grant the security interest with proper legal language. A loan agreement mentioning collateral might just be referencing a separate security agreement.
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Diego Vargas
•This distinction trips up a lot of people. The key is which document actually contains the granting language - 'debtor grants to secured party a security interest in...' That's usually only in the security agreement.
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Anastasia Fedorov
For $180k in equipment, you definitely want to be extra careful. I'd recommend having both documents reviewed to make sure the security agreement properly describes all the collateral and that your UCC-1 collateral description matches.
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StarStrider
•Agreed. Equipment descriptions can be tricky on UCC filings. Too broad and it might not be enforceable, too narrow and you might miss something.
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Sean Doyle
•I use a service called Certana where I upload my security agreement and then my UCC-1 draft, and it verifies everything matches up properly. Saved me from several potential mistakes.
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Zara Rashid
The portal systems are so picky now!! I had three UCC filings rejected last month for minor name variations. It's like they're designed to make us fail.
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Luca Romano
•I feel your pain. The rejection notices don't even explain clearly what's wrong half the time.
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Nia Jackson
•At least rejections give you another chance. Better than finding out years later that your security interest was never perfected.
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Mateo Hernandez
Quick question - if the security agreement references the loan agreement, do I need to include the loan agreement details in my UCC filing too?
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Malik Davis
•No, you don't file the actual agreements with the UCC-1. You just need to make sure your UCC-1 properly identifies the debtor and describes the collateral as granted in the security agreement.
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CosmicCruiser
•Right, UCC filings are just notice filings. They don't require attachment of the underlying documents.
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Aisha Khan
I always double-check my debtor names by looking them up in the state's business entity database before filing. Takes an extra 5 minutes but prevents headaches later.
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Ethan Taylor
•Smart approach. Some states have really specific formatting requirements too.
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Yuki Ito
•That's exactly what I started doing after getting burned on a filing last year. Prevention is worth way more than having to fix mistakes later.
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Carmen Lopez
Thanks everyone for the guidance. Sounds like I need to focus on the security agreement for the UCC-1, get the exact legal name from state records, and make sure my collateral description matches what's in the security agreement. This thread has been super helpful!
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Andre Dupont
•You've got it. And don't forget to calendar your continuation deadline if this is a long-term financing arrangement.
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QuantumQuasar
•Good luck! Equipment financings are straightforward once you get the process down.
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Zoe Papanikolaou
One more thing - make sure your security agreement is actually signed and dated before you file the UCC-1. I've seen lenders file first and then scramble to get signatures, which can create timing issues.
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Jamal Wilson
•Yes! The security interest needs to attach before you can perfect it. Basic secured transactions rule that people sometimes forget in the rush.
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Mei Lin
•I usually have a checklist for this stuff. Security agreement signed, debtor name verified, collateral description reviewed, then file UCC-1.
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Liam Fitzgerald
Just wanted to follow up and say that Certana tool someone mentioned earlier worked great. Uploaded my security agreement and UCC-1 draft and it immediately flagged that my collateral description was too vague. Fixed it before filing and everything went through smoothly.
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Amara Nnamani
•Nice! Always good to hear success stories. Those document verification tools are becoming really useful for catching mistakes.
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Giovanni Mancini
•I might have to try that for my next filing. Manual review takes forever and I still miss things sometimes.
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Emma Davis
As a newcomer to UCC filings, this thread has been incredibly educational! I'm working on my first equipment financing deal and was making the exact same mistake Emma mentioned - getting confused about which document actually matters for the UCC-1. It's clear now that the security agreement is the key document that creates the security interest, while the loan agreement just establishes the debt. The debtor name verification process using the state business registry seems crucial too. I'm definitely going to try that Certana tool several people mentioned for document verification before I submit my filing. Thanks for all the practical advice everyone!
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