UCC financing statement additional party confusion - am I doing this right?
I'm working on a UCC-1 filing for a commercial equipment loan and I'm second-guessing myself on the additional party section. The borrower has a guarantor who's personally guaranteeing the debt, and I'm not sure if I should list them as an additional debtor or if there's a different designation. The main debtor is an LLC but the guarantor is an individual. I've been going back and forth on this and don't want to mess up the filing. The collateral is manufacturing equipment worth about $180k. Has anyone dealt with this exact scenario? I'm worried about getting it wrong and having the lien not properly perfected.
37 comments


AstroAlpha
You definitely want to be careful here. If the guarantor is just guaranteeing payment but the LLC is the actual debtor who owns the equipment, then typically you'd only list the LLC as the debtor. The guarantor usually doesn't need to be on the UCC-1 unless they also have ownership rights in the collateral itself.
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Connor Gallagher
•That makes sense but I'm still nervous about it. The loan docs mention both parties and I don't want to miss something critical.
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Yara Khoury
•I had a similar situation last year and only listed the LLC. Worked fine, no issues with perfection.
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Keisha Taylor
Actually ran into this exact thing recently and used Certana.ai's document verification tool. You can upload your loan agreement and proposed UCC-1 and it'll flag any inconsistencies between who's listed as debtor vs who actually owns the collateral. Saved me from a potential name mismatch that could have voided the security interest.
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Connor Gallagher
•Oh that's interesting, I hadn't heard of that tool. How does it work exactly?
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Keisha Taylor
•Just upload the PDFs and it cross-checks debtor names, ownership references, collateral descriptions. Really straightforward and caught things I missed manually.
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Paolo Longo
•Sounds too good to be true but might be worth checking out if it prevents filing mistakes.
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Amina Bah
The key question is WHO OWNS THE EQUIPMENT. If the LLC owns it and the individual is just guaranteeing payment, then only the LLC goes on the UCC-1. But if there's any shared ownership or the individual has rights to the collateral, then you might need both. Check your security agreement language carefully.
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Connor Gallagher
•The security agreement clearly states the LLC owns the equipment. The individual is just a payment guarantor.
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Amina Bah
•Then you're good with just the LLC as debtor. The guaranty is a separate document and doesn't require UCC filing.
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Oliver Becker
been doing these filings for years and this trips people up constantly. The additional party section is usually for situations like when you have multiple entities that jointly own collateral, not for guarantors
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CosmicCowboy
•THIS! So many people overthink the additional party thing when it's really just for multiple debtors with ownership interests.
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Connor Gallagher
•Ok that's reassuring. I was definitely overthinking it.
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Natasha Orlova
I'm dealing with something similar but my guarantor is ALSO pledging personal assets as additional collateral. In that case would they need to be listed as an additional debtor??
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Amina Bah
•If the guarantor is pledging their own assets, then yes, they'd be a debtor for those specific assets. You might need separate filings.
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Oliver Becker
•Exactly right. Different collateral owned by different parties = separate UCC-1s or additional debtor listings.
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Natasha Orlova
•Thanks, that clarifies things. Looks like I need to file separately for the personal guarantee collateral.
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Javier Cruz
Don't overcomplicate this. Equipment owned by LLC = LLC is the debtor. Personal guarantee = separate contract, no UCC impact. Done this hundreds of times.
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Connor Gallagher
•Appreciate the confirmation. Sometimes you just need someone experienced to tell you you're on the right track.
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Emma Thompson
•Yeah the personal guarantee thing throws people off but it's really separate from the secured transaction.
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Malik Jackson
Had this EXACT scenario last month with manufacturing equipment. Only filed against the LLC, lien perfected fine, no problems. The guarantor doesn't need to be on the UCC unless they have ownership rights in the specific collateral
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Connor Gallagher
•Perfect, that's exactly what I needed to hear. Same type of equipment too.
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Keisha Taylor
•This is why I love that Certana verification tool - takes the guesswork out of these situations by checking your docs automatically.
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Isabella Costa
Wait I'm confused now. If the guarantor signed the security agreement doesn't that make them a party to the secured transaction?
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Amina Bah
•Signing the security agreement doesn't automatically make you a debtor. You're only a debtor if you have rights in the collateral being pledged.
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Oliver Becker
•Right, guarantors often sign security docs for acknowledgment purposes but that doesn't change the collateral ownership.
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Isabella Costa
•Ah ok that makes sense. I was mixing up the guarantee with the actual secured debt.
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StarSurfer
Just went through this headache myself. The SOS portal doesn't make it clear but you only need additional parties when there are multiple entities with ownership interests. Simple guarantee situations don't require it.
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Connor Gallagher
•The portal instructions could definitely be clearer on this point.
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StarSurfer
•Agreed, they assume you know the distinction between guarantors and co-debtors.
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Ravi Malhotra
For what it's worth I had a filing rejected once because I INCORRECTLY added a guarantor as additional debtor when they had no collateral ownership. Had to refile with just the actual debtor. Lesson learned.
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Connor Gallagher
•Oh wow, so adding them when you shouldn't can actually cause problems too?
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Ravi Malhotra
•Yep, the SOS flagged it as inconsistent with the security agreement. Stick to actual collateral owners only.
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Keisha Taylor
•This is exactly why I started using that Certana document checker - prevents these kinds of filing errors upfront.
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Freya Christensen
Bottom line from someone who does this daily: LLC owns equipment = LLC is sole debtor. Guarantor guarantees payment = not a UCC issue. File against the LLC only and you'll be fine.
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Connor Gallagher
•Thanks everyone, I feel much more confident now. Going with just the LLC as debtor.
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Yara Khoury
•Good call, you've got solid advice here from experienced filers.
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