UCC filing consigned inventory - debtor name confusion on consignment collateral

This is exactly right. I've handled dozens of consignment UCC-1s and the consignee is always the debtor. The collateral description should specify 'consigned inventory' or similar language to make the nature clear.

But what if the consignee changes business names or moves locations? Do you need to file amendments for each change?

Yes, any changes to debtor name or address require UCC-3 amendments. That's why it's crucial to monitor your consignees closely and maintain current filings.

What collateral description language worked for you? I'm preparing similar filings and want to avoid rejections.

I used 'All inventory consigned by [Consignor Name] to Debtor, including all goods delivered under consignment agreements dated [date] and any supplements or modifications thereto.' Worked fine after that.

How does that work exactly? Do you just upload PDFs?

Yeah, super simple. Upload your consignment agreement PDF and your draft UCC-1, and it cross-checks debtor names, party identification, and flags any inconsistencies. Catches stuff you might miss when juggling multiple consignees.

Interesting. Might try this for our consignment program. We have like 20 different consignees and keeping all the UCC filings straight is a nightmare.

Common misconception. Under UCC 9-319, consignors need to file to protect against creditors of the consignee. Without filing, your consigned goods could be swept up if the consignee files bankruptcy.

Exactly. Consignment doesn't automatically protect you from the consignee's creditors. Filing is essential for priority.

Ugh, this is more complicated than I thought. We have consignment arrangements but never filed UCCs. Should I be worried?

I'd recommend getting those filings done ASAP. The risk is real, especially if any of your consignees are financially stressed.

What are those requirements exactly? Our agreements are pretty basic.

Under UCC 9-102, consigned goods must be worth at least $1,000, consignee must deal in goods of that kind, and goods can't be consumer goods. Plus the consignee can't be 'generally known' to be selling others' goods.

That last part about 'generally known' trips up a lot of people. If everyone knows the retailer sells on consignment, you might not need UCC filing.

Actually no, I just used the name from our consignment agreement. Didn't think to check SOS records. That could definitely be the issue.

Always pull the exact registered name. Even small differences like 'Inc.' vs 'Incorporated' can cause rejections. Learned this the hard way.

This is why I love that Certana tool someone mentioned. It probably would have caught the name mismatch between your agreement and the official records.

Wait, really? I thought you had more time than that.

Nope, UCC 9-324 is pretty strict about the timing. After 20 days, you might lose priority to other secured parties.

This is why we file our consignment UCCs before any inventory ships. Much cleaner that way.

So true. I've been doing this for 15 years and still occasionally get consignment filings rejected for stupid mistakes.

The key is learning from each rejection. SOS rejection notices usually tell you exactly what was wrong.

Good point. We use a tickler system to track continuation deadlines for all our consignment filings.

Some attorneys recommend filing continuations 6 months early just to be safe. Gives you buffer time if there are any issues.

I actually used Certana again when my continuation deadline was coming up - uploaded my original UCC-1 and it flagged that my collateral description had changed since the original filing. Would have been a mess if I filed continuation with wrong description.

Great point. The UCC filing should mirror the contractual arrangement exactly.

This is probably another place where that document checking tool would be helpful. Cross-referencing agreement terms with UCC collateral descriptions.

Definitely. Consistency between documents is crucial for enforceability.