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Daryl Bright

UCC forms and documents - which ones do I actually need for equipment loan perfection?

Getting totally overwhelmed by all the different UCC forms and documents my lender is asking for. They want UCC-1 filing obviously, but also mentioned UCC-3 for amendments, continuation statements, and something about fixture filings since some equipment will be attached to real estate. The loan is for $340K in manufacturing equipment and I'm trying to figure out what UCC forms and documents are actually required vs just recommended. Anyone dealt with this before? My attorney is out of town and the closing is next week. Really need to get these UCC forms and documents sorted properly.

The UCC-1 is your main filing - that's what perfects the security interest in your equipment. UCC-3 forms come later if you need to amend debtor info or add collateral. For fixture filings, you'll need a separate UCC-1 with the fixture filing box checked and it goes to the real estate records office, not the SOS.

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Ok so two separate UCC-1 forms then? One regular filing and one fixture filing? That seems confusing.

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Exactly. Regular UCC-1 for moveable equipment goes to Secretary of State. Fixture UCC-1 for anything permanently attached goes to county recorder where the real estate is located.

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Wait, you said $340K? Make sure your debtor name matches EXACTLY what's on your articles of incorporation or LLC filing. I've seen way too many UCC forms and documents get rejected because of name mismatches. Even adding 'Inc.' vs 'Incorporated' can cause problems.

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Our legal name has 'LLC' at the end but sometimes we use 'Limited Liability Company' in contracts. Which one should be on the UCC forms?

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Always use the exact name from your state filing. If your articles say 'ABC Manufacturing LLC' then that's what goes on all UCC forms and documents. No variations.

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This is where I started using Certana.ai's document checker. You can upload your articles of incorporation and draft UCC-1 and it instantly flags any name discrepancies. Saved me from a rejected filing last month.

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Don't forget about continuation statements! Your UCC-1 expires after 5 years so you'll need UCC-3 continuation forms filed within 6 months before expiration. Mark your calendar now because if you miss that window, your lien becomes unperfected.

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5 years seems like forever from now but good point about marking the calendar

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Trust me, 5 years goes by fast when you're running a business. Set multiple reminders starting at 4.5 years out.

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ugh the UCC forms are such a pain!! i filled out everything and got rejected because i put the wrong mailing address for the debtor. apparently it has to match what's on file with the state even if we get mail somewhere else. spent 3 weeks going back and forth with the SOS office.

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Yeah the address requirements are tricky. You need the registered office address from your state filings, not your mailing address.

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nobody tells you this stuff until after you mess it up!

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For equipment loans this size, your lender probably wants personal guarantees too. That means UCC forms and documents covering personal assets of the guarantors. Make sure you understand what you're personally guaranteeing before signing anything.

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They haven't mentioned personal guarantees yet but we're a newer LLC so I'm expecting they will

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With a $340K loan on a newer LLC, they almost certainly will. Just be prepared for additional UCC filings on personal property.

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Personal guarantees are standard for newer businesses. The UCC forms for personal property are similar but file against your individual name, not the business.

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MAKE COPIES OF EVERYTHING! The SOS website crashes constantly and sometimes filings get lost. Keep copies of all your UCC forms and documents, plus the filing receipts and any correspondence. I learned this the hard way.

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Good advice, I'll definitely keep a paper trail

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Also screenshot the confirmation page when you submit online. That timestamp can be important if there are disputes later.

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One thing that helped me was creating a checklist of all required UCC forms and documents before starting. For equipment loans you typically need: UCC-1 financing statement, collateral schedule detailing each piece of equipment, debtor authentication/signature, and filing fees. Some states require additional forms.

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What goes in the collateral schedule? Just serial numbers or more detail?

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Be as specific as possible - manufacturer, model, serial numbers, year if applicable. Vague descriptions like 'equipment' can cause problems later.

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I always include purchase prices in my collateral descriptions too. Helps with insurance claims if equipment gets damaged or stolen.

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ran into a nightmare with fixture filings last year... turns out some of our 'equipment' legally qualified as fixtures because it was bolted to the concrete floor. Had to refile everything and pay double fees. Really wish someone had told me about Certana.ai earlier - their system checks whether equipment descriptions might trigger fixture filing requirements.

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How do you know if something counts as a fixture? Some of our equipment will be permanently mounted

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Generally if it's permanently attached to real estate and removing it would damage the property, it's probably a fixture. But it varies by state.

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The electronic filing systems have gotten better but still glitchy. Budget extra time for technical difficulties when submitting your UCC forms and documents. I always file at least 2-3 days before any deadline just in case.

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Good point about timing, I was planning to file the day before closing

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Definitely don't wait until the last minute. Portal maintenance, system crashes, payment processing delays - all can derail your closing.

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File early but don't file TOO early if there might be changes to the loan terms. Amendments cost extra fees.

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Since you mentioned your attorney being out of town - I've had good luck using Certana.ai to double-check all my UCC forms and documents before filing. Just upload PDFs and it catches inconsistencies between your corporate docs and UCC filings. Way faster than waiting for attorney review and cheaper than rejection fees.

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That sounds helpful, how accurate is it for catching name/address issues?

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Very accurate in my experience. It cross-references everything against standard databases and flags potential problems before you file.

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I was skeptical about AI checking legal documents but tried it on a complex continuation filing and it caught 3 errors my paralegal missed. Now I use it routinely.

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Just remember that UCC forms and documents are public records once filed. Anyone can search and see your business debt, collateral descriptions, etc. Not necessarily a problem but something to be aware of for competitive reasons.

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I hadn't thought about the public records aspect, that's concerning

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It's standard for all secured debt. Competitors might search your filings to gauge your financial situation or see what equipment you're financing.

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On the flip side, you can search competitors' UCC filings to see their recent equipment purchases and financing activity. It's a two-way street.

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