UCC Document Community

One thing to watch out for with restaurant equipment - make sure your collateral description is specific enough but not too specific. Section 102 talks about sufficiency of collateral descriptions and you want to capture all the equipment without being so detailed that you miss something. I usually go with something like 'all restaurant equipment, kitchen equipment, furniture, fixtures, and inventory now owned or hereafter acquired' to cast a wide net.

I'm new to UCC filings and this thread has been incredibly helpful! I'm currently dealing with a similar situation where my borrower's LLC name appears differently on various documents. From what I'm reading here, it sounds like the absolute key is matching exactly what's in the Secretary of State database, character for character. Can someone clarify - when you say "organizational documents," are we always referring to the original articles of incorporation/organization, or should I be looking at the most recent amendments or certificates of good standing? I want to make sure I understand the hierarchy of which document takes precedence for the debtor name under section 102.

For what it's worth, I've seen this happen with smaller regional lenders who don't have strong UCC procedures. They focus on the loan documentation but forget about the perfection requirements. Always worth doing a comprehensive UCC search and document review before taking a position on any collateral.

This is a textbook case of why perfection matters under Article 9. That previous lender is fundamentally misunderstanding secured transactions - a security agreement alone only gives you attachment, which creates rights against the debtor but not against other creditors. Without perfection (typically through UCC-1 filing for equipment), they're effectively unsecured and subordinate to any properly perfected security interest you file. Since the equipment has been at the borrower's facility for over two years, there's no possession perfection either. You should definitely challenge their claim and proceed with your UCC-1 filing - their unperfected interest won't give them priority over your perfected one.

Just went through this exact scenario three months ago. UCC-1 expired on construction equipment financing. Had to file new UCC-1, update loan documentation, and explain the gap to our insurance company since they also track our secured debt. The 5-year rule is non-negotiable - file continuation between months 54-60 or start over completely.

Just to add some practical advice - when you file your new UCC-1, double check that your debtor name matches EXACTLY how it appears on your corporate documents and loan agreement. Even minor variations like "Inc." vs "Incorporated" or missing middle initials can make the filing legally ineffective. Also consider filing in all states where your equipment might be located or moved to, not just your home state. We learned this the hard way when we relocated manufacturing equipment across state lines and discovered our security interest didn't follow.

One last piece of advice - double-check what state you need to file in. It's usually the state where your business is organized/incorporated, not necessarily where you're located or where the equipment will be used. If you file in the wrong state, the whole thing is useless.

Thanks everyone for all the helpful advice! This is way clearer now. Just to make sure I have this right - I need to file a UCC-1 in Delaware (since we're incorporated there) with our exact legal name from our articles of incorporation, include a specific description of the equipment as collateral, and get this done before or shortly after the loan funding. I'm definitely going to check out that Certana tool to verify everything before filing - sounds like it could save me from making costly mistakes. Really appreciate everyone taking the time to explain this stuff!

Thanks everyone for all this detailed info! This has been incredibly helpful. Just to make sure I understand the full process: 1) Do UCC statement request/search to see existing filings, 2) Analyze what collateral is already claimed, 3) File our UCC-1 for our specific collateral, 4) Do a final search before closing to catch any new filings. And I need to remember to search in all relevant states and consider other types of liens beyond just UCC filings. I feel much more confident explaining this to my borrower now. One last question - is there a standard timeframe that most lenders allow between the initial UCC search and loan closing? I want to make sure our timeline is reasonable.

Another thing worth mentioning for newcomers - keep detailed records of all your UCC searches including the date, time, search terms used, and results received. This documentation becomes crucial if there are ever priority disputes down the road. I've seen cases where lenders had to prove exactly when they conducted their due diligence searches and what information was available at that time. Also, some institutions require you to print or save official search certificates rather than just screenshots, so check your bank's documentation requirements. The small details in UCC search procedures can make a big difference if you ever end up in litigation over lien priority.