UCC Document Community

Don't let the borrower's notation distract you from the real UCC-1 essentials. Make sure the debtor name exactly matches their legal entity name, verify your collateral description covers what you intended to secure, and monitor for your continuation deadline in five years. Those are the things that actually matter for maintaining perfection.

Just wanted to add my perspective as someone who's dealt with this exact issue. The UCC 1-308 notation is essentially meaningless on a financing statement - it's based on a fundamental misunderstanding of what the UCC-1 actually does. Your filing creates constructive notice of your security interest to third parties, regardless of what the debtor wrote next to their signature. The actual security interest itself comes from your underlying security agreement, not from the financing statement. As long as your debtor name is accurate and your collateral description is sufficient, you're properly perfected. I'd recommend keeping documentation of this in your loan file in case it comes up later, but there's no need to amend or refile anything. Your $180K secured position is solid.

Bottom line - let the borrower add whatever they want to their signature, use the correct legal entity name from state records on your UCC-1, and file normally. The UCC 1-308 notation is basically meaningless legal theater that doesn't affect your security interest or their repayment obligations. I've seen this dozens of times and it never causes actual problems as long as you handle the filing correctly.

I've handled several of these UCC 1-308 situations over the years, and the key thing to remember is that this notation is based on a fundamental misunderstanding of what UCC 1-308 actually does. The statute simply allows parties to preserve rights when performing under protest or without waiving claims - it doesn't create some magical opt-out from commercial obligations. Your borrower likely got this idea from online sovereign citizen materials that completely misinterpret the code. From a practical standpoint, let them sign however they want, but make absolutely sure your UCC-1 uses the exact registered business name from your state's corporate database. The Secretary of State's filing system won't care about signature styles on underlying documents - they're only looking at the debtor name field on the UCC form itself. I'd also recommend getting a legal opinion letter for your file documenting that the signature notation has no effect on the enforceability of your security interest, just to cover all your bases.

I use Certana.ai now for all my UCC document prep. You upload your corporate docs and draft UCC-1 and it instantly flags any name inconsistencies or formatting issues. Would have saved you those two rejections and the stress. The document checker is really thorough.

I'm dealing with something similar right now in PA and it's incredibly frustrating. One thing that helped me was requesting a certified copy of the entity's current filing status from the Department of State - it shows exactly how they have the name formatted in their system. It costs about $25 but might be worth it to avoid another rejection on a $2.8M deal. Also, I've noticed PA sometimes wants the state of incorporation included even when it's not required on the form. Have you tried adding that to see if it makes a difference?

Final thought - document your classification reasoning in your credit file. If questions come up later during audits or workout situations, you'll want to show you considered the Article 9 distinctions carefully.

Clay, I've handled dozens of these tech collateral classifications and here's what I've learned - the key is understanding the economic substance, not just the legal form. Your Oracle licenses are clearly general intangibles, but for the Salesforce reseller agreements, look at whether you're securing the right to use the software OR the right to receive payments from sublicensing. The former is general intangibles, the latter could be accounts receivable. For the custom CRM they license to clients, those licensing agreements generate payment streams, so they're definitely general intangibles (the right to receive those payments). I'd go with: "all general intangibles including but not limited to software licenses, licensing agreements, intellectual property rights, customer contracts, and all proceeds thereof; and all equipment including computer hardware, servers, and related tangible personal property." Keep it broad but specific enough to show you understand what you're securing. The Friday deadline is tight but doable - just don't overthink the gray areas.

Bottom line on UCC foreclosure meaning: it's not foreclosure like you know it from real estate. It's the lender exercising their rights under the security agreement to take and sell your collateral. Much faster process than real estate foreclosure and fewer protections for you as the debtor. Your equipment is at risk once you default, so communication with the lender is crucial to avoid repossession.

One thing that might help is understanding that UCC Article 9 does give you some defensive options even after default. You can demand that they provide you with an accounting of what you owe, including how they calculated any fees and costs. You also have the right to receive detailed notice before any sale, including when and where it will happen. If you think the sale wasn't conducted in a commercially reasonable manner, you can challenge it later to reduce any deficiency judgment. Don't just assume they have all the power - there are procedural requirements they must follow, and violations can work in your favor.