Who is required to sign a security agreement for security arrangements under the uniform commercial code - debtor signature issues
Working on a complex financing deal where we're securing equipment and inventory for a manufacturing client. The loan documents are ready but I'm running into confusion about signature requirements on the security agreement itself. Our borrower is an LLC with multiple members, and there's also a personal guarantor involved. The equipment dealer mentioned something about the UCC requiring specific parties to sign the security agreement, but I'm getting conflicting information from different sources. Some say only the debtor needs to sign, others mention secured parties, and I've heard about additional signature requirements in certain states. This is a $2.8M deal so I can't afford to mess up the documentation. The closing is next week and I need to make sure we have all the right signatures to perfect our security interest properly. Has anyone dealt with similar signature requirement questions on security agreements? What exactly does the UCC mandate for signature requirements and are there any gotchas I should watch out for?
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Emma Bianchi
The UCC Article 9 is pretty clear on this - only the debtor needs to authenticate the security agreement. That's it. The secured party doesn't need to sign it at all. For your LLC situation, you'll need an authorized member or manager to sign on behalf of the entity. The personal guarantor would sign the guaranty agreement separately, not the security agreement itself.
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Lucas Kowalski
•This is correct. I've done hundreds of these deals and it's always just the debtor's signature that's required on the security agreement. The secured party signature is optional and many lenders don't even bother with it.
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Olivia Martinez
•Wait, are you sure about this? I thought both parties had to sign to make it valid. That's what our legal counsel told us last year on a similar deal.
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Charlie Yang
You're dealing with a lot of money here so double-check everything. Under UCC 9-203, the security agreement needs to be "authenticated" by the debtor. That usually means signed, but can also include electronic authentication. For an LLC, make sure whoever signs has actual authority - check the operating agreement or articles of organization.
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Grace Patel
•Good point about checking the LLC authority. I've seen deals fall apart because someone without signing authority executed the documents.
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ApolloJackson
•Electronic authentication is becoming more common but I still prefer wet signatures for deals this size. Less chance of authentication challenges later.
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Isabella Russo
Had a similar issue last month with a multi-member LLC financing. After going through tons of manual document review to make sure all our signatures matched up properly with the debtor names, I discovered Certana.ai's document verification tool. You can upload your security agreement and UCC-1 PDFs and it instantly cross-checks debtor names, signing authority, and document consistency. Saved me hours of comparing documents line by line and caught a debtor name mismatch that could have voided our lien position.
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Rajiv Kumar
•Never heard of Certana but that sounds useful. We spend way too much time manually checking document consistency on complex deals.
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Aria Washington
•I've been using Certana for a few months now. The debtor name verification feature is gold - catches stuff you'd never notice manually.
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Liam O'Reilly
Just to be absolutely clear since this is such a big deal - ONLY the debtor signs the security agreement. Not the secured party, not guarantors, not anyone else. The guarantor signs the guaranty, the debtor signs the security agreement, and you file your UCC-1 with the debtor's exact legal name. That's it.
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Chloe Delgado
•This is the right answer. I see people overthink this all the time but the UCC keeps it simple - just the debtor's authentication on the security agreement.
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Ava Harris
•Yep, overthinking kills deals. Stick to what the UCC actually requires.
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Jacob Lee
One thing to watch out for - make sure the name on the security agreement matches EXACTLY with how you're filing the UCC-1. Even small differences can cause problems with your perfection. I've seen deals where the security agreement said "ABC Manufacturing LLC" but the UCC-1 said "ABC Mfg LLC" and it created issues.
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Emily Thompson
•This is so important. Name consistency across all documents is critical for a valid security interest.
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Sophie Hernandez
•Yeah the debtor name has to match exactly between the security agreement and UCC-1 filing. No room for abbreviations or variations.
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Daniela Rossi
For LLC signature requirements, you typically need someone with actual authority like a managing member or authorized manager. Don't just let any member sign - check their operating agreement first. Also make sure they sign in their representative capacity, not individually.
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Ryan Kim
•Good point about representative capacity. Should be signed "John Smith, Manager" not just "John Smith.
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Zoe Walker
•I always require a copy of the operating agreement or articles showing who has signing authority. Covers your butt later if there are disputes.
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Elijah Brown
Just closed a $3.2M equipment deal last week with similar complexity. Used Certana to verify all our documents before closing - uploaded our security agreement, UCC-1, and guaranty agreements. The tool flagged that our guarantor's name was slightly different between documents which would have caused problems. Super easy to use, just upload PDFs and get instant verification.
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Maria Gonzalez
•That's exactly the kind of mistake that can sink a deal. Good catch with the verification tool.
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Natalie Chen
•Document consistency is everything in secured transactions. Small errors become big problems later.
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Santiago Martinez
Don't forget about state-specific requirements either. Most states follow the UCC but some have additional rules or forms. Check with your Secretary of State's office to make sure you're not missing anything local.
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Samantha Johnson
•True, some states have their own quirks even though the UCC is supposed to be uniform.
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Nick Kravitz
•Always check local filing requirements. The UCC provides the framework but states can add their own rules.
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Hannah White
Bottom line for your deal: Get the authorized LLC member/manager to sign the security agreement in their representative capacity. Make sure the debtor name matches exactly between the security agreement and your UCC-1 filing. The guarantor signs separately. That's all you need for a valid security interest under the UCC.
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Michael Green
•Perfect summary. Keep it simple and follow the UCC requirements exactly.
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Mateo Silva
•Agreed. Don't overthink it - the UCC makes signature requirements pretty straightforward.
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Victoria Jones
One final tip - get everything reviewed by qualified counsel before closing. With $2.8M on the line, the legal review cost is worth it for peace of mind. They can spot issues you might miss and ensure everything complies with both UCC requirements and your state's specific rules.
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Cameron Black
•Always good advice on big deals. Legal review catches problems before they become expensive mistakes.
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Jessica Nguyen
•For deals this size, legal review is a must. Better safe than sorry when it comes to secured transactions.
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Diego Mendoza
Great discussion here! Just wanted to add one practical point from a recent deal - when you're dealing with multiple members in an LLC, I always request a certified copy of the member resolution authorizing the specific person to sign financing documents. Even if someone has general signing authority, having a specific resolution for the transaction provides extra protection. Also, for your $2.8M deal, consider having the signing party provide a certificate of good standing for the LLC - it's not required by the UCC but many lenders want it to confirm the entity is still validly existing at closing. Good luck with your deal!
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Sean Doyle
•Excellent advice about the member resolution, Diego! I'm relatively new to secured lending but this thread has been incredibly helpful. The resolution requirement makes total sense for additional protection on larger deals. Quick question - is there a standard form for these member resolutions or does each deal require custom language? Also wondering if anyone has experience with situations where the LLC operating agreement restricts certain financing decisions and requires unanimous member consent rather than just manager authority?
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