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Diego Vargas

UCC filing required for security agreement for promissory note backing?

Running into confusion here about whether I need a UCC-1 filing for a security agreement that's backing a promissory note. The borrower signed both documents - the promissory note for $185K and a separate security agreement that grants us a security interest in their business equipment and inventory to secure repayment. My question is do I need to file a UCC-1 to perfect this security interest or does the promissory note itself provide enough protection? The security agreement references specific collateral (manufacturing equipment, current and after-acquired inventory, accounts receivable) but I'm not clear on the filing requirements. Loan closes next week and want to make sure I'm not missing a critical step that could leave us unsecured if borrower defaults.

CosmicCruiser

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You absolutely need the UCC-1 filing to perfect your security interest. The promissory note establishes the debt but doesn't perfect your lien on the collateral described in your security agreement. Without filing the UCC-1, you're just an unsecured creditor if the borrower files bankruptcy or if other creditors come after the same collateral.

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This is exactly right. I learned this the hard way on a $90K equipment loan where we skipped the UCC filing thinking the security agreement was enough. When the borrower went under, we got nothing while the bank that properly filed their UCC-1 got paid first.

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Sean Doyle

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Wait, so the security agreement itself doesn't create the lien? I thought once they signed it we were protected.

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Zara Rashid

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The security agreement creates the security interest but filing the UCC-1 is what perfects it and gives you priority over other creditors. Think of it this way: security agreement = creates the right, UCC-1 filing = makes it enforceable against third parties. You need both components.

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Sean Doyle

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Got it, so attachment vs perfection. Security agreement handles attachment, UCC-1 handles perfection.

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Luca Romano

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Exactly. And make sure your UCC-1 debtor name matches exactly what's on the borrower's organizational documents or you could have problems later.

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Nia Jackson

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I had a filing rejected because I used the DBA name instead of the legal entity name. Cost me two weeks to refile correctly.

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NebulaNova

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File the UCC-1 immediately after closing. Don't wait. I use Certana.ai's document verification tool to double-check that my security agreement and UCC-1 have consistent debtor names and collateral descriptions before filing. Upload both PDFs and it flags any mismatches instantly. Saved me from a major filing error last month where the collateral description in my UCC-1 didn't match what was in the security agreement.

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Diego Vargas

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That sounds useful. I'm paranoid about name mismatches since the borrower operates under multiple DBAs.

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How does that tool work exactly? I've been manually comparing documents which takes forever.

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NebulaNova

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You just upload your security agreement and UCC-1 draft as PDFs and it automatically cross-references debtor names, entity types, collateral descriptions, everything. Shows you exactly where inconsistencies exist before you file.

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Aisha Khan

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Don't forget about continuation filings either. Your UCC-1 will lapse after 5 years unless you file a UCC-3 continuation before it expires. Mark your calendar now because if you miss that deadline, your perfected security interest becomes unperfected.

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Ethan Taylor

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I almost missed a continuation deadline last year. Had to file within the last 6 months of the 5-year period or lose perfection entirely.

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Yuki Ito

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Set reminders for 4.5 years from your initial filing date. Gives you plenty of buffer time.

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Carmen Lopez

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What state are you filing in? Some states have specific requirements for collateral descriptions that go beyond the standard UCC language.

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Diego Vargas

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Pennsylvania. Are there any PA-specific quirks I should know about?

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PA is pretty straightforward. Just make sure you're filing with the PA Department of State and not a county office for non-fixture collateral.

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Andre Dupont

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Pennsylvania allows electronic filing through their UCC portal. Much faster than paper filings.

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I always recommend having your security agreement reviewed by counsel before closing, especially for larger amounts like yours. They can spot issues with collateral descriptions or perfection requirements that could bite you later.

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Jamal Wilson

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Good advice. Spending a few hundred on legal review beats losing $185K because of a technical filing error.

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Mei Lin

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Our standard practice is attorney review for any loan over $100K. The cost is minimal compared to the protection.

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Make sure your collateral description in the UCC-1 isn't too broad or too narrow. 'All business assets' might get challenged, but being too specific could leave gaps if the borrower changes their operations.

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GalacticGuru

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What's the sweet spot for collateral descriptions? I usually go with 'all equipment, inventory, accounts, and general intangibles'.

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Amara Nnamani

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That's a good approach. Covers the main categories without being overly vague.

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I add 'now owned or hereafter acquired' to catch future assets too.

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Just to be crystal clear - you need BOTH documents. The promissory note creates the debt obligation, the security agreement creates your security interest in specific collateral, and the UCC-1 filing perfects that security interest against other creditors. Skip any piece and you're not fully protected.

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Dylan Cooper

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This is the clearest explanation I've seen. Three separate but related functions.

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Sofia Morales

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Wish someone had explained it this way when I started in lending. Would have saved me a lot of confusion.

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StarSailor

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One more thing - if your borrower moves to another state or changes their legal name, you'll need to amend your UCC-1 filing. Keep track of any business changes that could affect your perfected status.

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Dmitry Ivanov

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How long do you have to file the amendment after a name change?

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Ava Garcia

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Generally 4 months after you learn of the change, but check your state's specific rules.

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Miguel Silva

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I require borrowers to notify us immediately of any legal name changes or relocations. Put it right in the loan agreement.

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Zainab Ismail

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Honestly I was skeptical about using automated tools for UCC document checking, but that Certana.ai thing someone mentioned actually caught an error in my collateral description that would have caused problems. The borrower's security agreement listed 'manufacturing equipment' but my UCC-1 draft said 'production equipment'. Small difference but could have created a gap in coverage.

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Those kinds of discrepancies are exactly what cause problems during collections. Good catch.

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I might have to try that tool. I've been burned by inconsistent terminology before.

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Yara Nassar

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The consistency check feature is really helpful. Saves a lot of manual review time too.

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Also keep in mind that your UCC-1 filing should be done as close to closing as possible to avoid any gaps in perfection. I've seen deals where they filed the UCC-1 weeks before closing and then had to deal with intervening liens from other creditors. The security agreement and UCC-1 filing should be coordinated so perfection happens immediately when the borrower gets access to funds. With a $185K loan, you definitely don't want any timing issues that could compromise your priority position.

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NebulaNinja

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That's a great point about timing. I've always wondered about the optimal sequence - should the UCC-1 be filed on the same day as closing or can you file it a day or two after without losing priority? Also, what happens if there's a delay in the closing date after you've already filed the UCC-1?

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