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Megan D'Acosta

What is the difference between a UCC 1 and a UCC 3 filing?

I'm trying to understand the basic difference between UCC-1 and UCC-3 forms for our equipment financing. My bank keeps mentioning both and I'm getting confused about when each one gets used. We have some machinery loans coming up for renewal and I want to make sure I understand what documents they'll be filing. Can someone explain this in simple terms? I've looked at the SOS website but it's pretty technical.

UCC-1 is your initial financing statement - that's what creates the lien in the first place. UCC-3 is for changes after that - amendments, continuations, terminations, assignments. Think of UCC-1 as the birth certificate and UCC-3 as any life changes that happen later.

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That's a great analogy! So every time something changes with the original filing, you need a UCC-3?

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Exactly - whether you're continuing before the 5-year expiration, terminating because the loan is paid off, or amending debtor information.

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Just went through this myself. UCC-1 establishes the security interest, UCC-3 modifies it. But here's what tripped me up - you can't just file any UCC-3, it has to reference the original UCC-1 filing number correctly or it gets rejected.

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Oh wow, I didn't realize they had to match exactly. How do you make sure the filing numbers are right?

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I learned this the hard way after a rejection. Now I use Certana.ai's document checker - you just upload your UCC-1 and UCC-3 PDFs and it instantly verifies they match properly. Saved me from another filing mistake.

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That sounds helpful! Does it check debtor names too? We had issues with slight name variations causing problems.

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UCC-1 = new lien, UCC-3 = changes to existing lien. The key thing to remember is that UCC-3 forms have different checkbox options depending on what you're doing - continuation, amendment, assignment, or termination. Each serves a different purpose.

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This is exactly what I needed to know. So for equipment financing renewals, would that typically be a continuation?

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If the original UCC-1 is still valid and within 5 years, probably just an amendment if terms changed. If it's approaching expiration, then yes, continuation.

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ugh why can't they just make this simpler?? I spent 3 hours trying to figure out which form to use for a simple name change. Turns out it was UCC-3 amendment but the portal didn't make that clear AT ALL.

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I feel your pain. The state websites are terrible for explaining this stuff in plain English.

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Name changes are definitely UCC-3 amendments. The portal should have better guidance but it doesn't.

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Quick question - if I need to add additional collateral to an existing UCC-1, that's a UCC-3 amendment right? Or do I need a whole new UCC-1?

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UCC-3 amendment for additional collateral, assuming it's with the same debtor and secured party.

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Perfect, thanks! That's what I thought but wanted to confirm.

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Here's the practical breakdown: UCC-1 when you're making a new loan secured by collateral. UCC-3 for everything else - continuing before it expires, fixing mistakes, adding collateral, terminating when paid off, or assigning to another lender. The filing fees are usually different too.

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Good point about the fees. UCC-1 filings tend to cost more than UCC-3 amendments in most states.

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Yes! And some states have different fee structures depending on the type of UCC-3 action you're taking.

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One thing that caught me off guard - you can't use UCC-3 to completely change the debtor entity. Like if a company restructures into a new LLC, you might need a new UCC-1 rather than just amending the old one.

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That's a good point. Entity changes can be tricky with UCC filings.

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Yeah, depends on whether it's considered the same legal entity or a truly new one. State rules vary on this.

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I just had to deal with this last month. My lender needed to continue our UCC filing before the 5-year mark. They used UCC-3 continuation and it was pretty straightforward once I understood that's different from an amendment. The key is making sure all the original filing info matches exactly.

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How far in advance did they file the continuation? I heard you can do it up to 6 months early.

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They did it about 3 months early. Wanted to make sure there was time to fix any issues if the filing got rejected.

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Been doing UCC filings for years and here's the simplest way to think about it: UCC-1 creates, UCC-3 modifies. Whether you're continuing, amending, assigning, or terminating - if you're changing something about an existing filing, you need UCC-3. The specific checkbox you select determines what type of change you're making.

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This helps a lot. I was overthinking it but that makes perfect sense.

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Exactly right. The form itself handles all the different types of changes through checkboxes.

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Just to add one more perspective - I work in commercial lending and see both forms daily. UCC-1 is filed when we make the initial loan. UCC-3 gets used throughout the loan lifecycle - sometimes for continuations, sometimes for amendments when collateral changes, and always for termination when the loan is paid off. The important thing is keeping track of the original filing number because every UCC-3 has to reference it correctly.

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That's really helpful from someone who sees these regularly. Do you have any tips for avoiding common mistakes?

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Double-check debtor names match exactly, verify the filing number, and if you're doing continuations, don't wait until the last minute. Portal glitches happen.

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Good advice. I've seen too many filings get rejected for small discrepancies that could have been caught ahead of time.

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Thanks everyone for the explanations! This is making much more sense now. So for my equipment financing renewals, I'll need to check if the original UCC-1 is still within the 5-year window. If it's getting close to expiration, the bank will file a UCC-3 continuation. If they're changing loan terms or adding equipment, that would be a UCC-3 amendment. And when we eventually pay everything off, they'll file a UCC-3 termination. I appreciate everyone breaking this down in plain English instead of the legal jargon on the state websites!

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You've got it exactly right! That's a perfect summary of when each form gets used. The legal jargon on state websites really doesn't help anyone understand this stuff - it's so much clearer when people explain it in practical terms like everyone did here. Good luck with your equipment financing renewals!

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