UCC Document Community

Whatever you do, don't close on that equipment until this gets resolved. I've seen buyers think they can sort it out after purchase and then get stuck when the secured party claims priority. Get the UCC-3 termination filed BEFORE you take title.

Another quick tip - if ABC Capital is a larger lender, they probably have an online portal where you can check loan status or request payoff letters. Sometimes the UCC department is separate from regular customer service, so ask specifically for "UCC filings" or "collateral management" when you call. Also, make sure to get a UCC-3 termination statement number once they file it - don't just take their word that it's been submitted. The state filing systems can take 24-48 hours to update, so factor that into your closing timeline.

Bottom line for your situation: Nevada is definitely the correct jurisdiction post-domestication under 9-307(h). File your new UCC-1 there ASAP to stay within the four-month window. Keep documentation of the domestication date for your files.

Just wanted to add a practical tip - when you file the new UCC-1 in Nevada, make sure to use the exact legal name as it appears on the Nevada certificate of domestication. I've seen cases where even minor variations in punctuation or abbreviations can cause search issues down the road. Also, consider sending a courtesy notice to any junior lienholders who might be relying on Delaware searches - it's not required but it's good practice and helps maintain relationships.

This is incredibly helpful - thank you everyone! I'm feeling much more confident about tackling this now. Just to make sure I have the sequence right: 1) Run UCC search to check existing liens, 2) Draft security agreement with proper grant language, collateral descriptions, after-acquired property clauses, and UCC filing authorization, 3) Get security agreement executed, 4) File UCC-1 with consistent debtor name and collateral description. And I'll definitely verify the client's exact legal name through the Secretary of State database. For a $150k loan, I want to get every detail right. Thanks again for all the practical advice!

Great thread! As someone new to UCC filings, I'm curious about one aspect that hasn't been covered much - insurance requirements in the security agreement. Should the security agreement require the debtor to maintain insurance on the collateral, and if so, does that affect anything on the UCC-1 side? With equipment and inventory worth $150k, I imagine the lender would want protection if something happens to the collateral. Also, does the lender need to be named as loss payee or additional insured?

Bottom line - 5 years from original filing date, 6-month window to file continuation, $25 fee, make sure names match exactly. Georgia doesn't have any weird quirks compared to other states, just the usual UCC-3 continuation process. Set reminders early and don't procrastinate!

One additional tip - if you're managing multiple UCC filings like Vincent mentioned, consider setting up a tracking system now rather than scrambling later. I use a simple spreadsheet with columns for filing number, original filing date, debtor name, continuation window start date, continuation due date, and status. Update it whenever you file a continuation with the new 5-year cycle. Makes it much easier to stay on top of everything and avoid any nasty surprises when your lender comes asking about compliance.

Bottom line: mortgages secure real estate under real estate law. UCC security agreements secure personal property under UCC law. They can both exist in the same transaction but they're completely different legal instruments with different filing requirements. Your equipment needs UCC-1, your real estate needs mortgage recording, and if equipment becomes fixtures you need fixture filing procedures. Three different things requiring three different approaches.

This is such a helpful thread! As someone relatively new to commercial lending, I was making this way more complicated than it needed to be. I kept thinking there had to be some connection between the mortgage and UCC filings, but now I see they're just two parallel security systems that happen to be used in the same deal. The fixture filing aspect is definitely something I need to research more for my state - sounds like that's where most of the complexity lies. Thanks everyone for breaking this down so clearly!