UCC Document Community

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Bottom line - if it walks like a duck and quacks like a duck, it's probably a duck. Your 'lease' with $1 buyout and payments exceeding equipment value is definitely a security agreement. File the UCC-1 and protect your interest.

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Thanks everyone. Sounds like the consensus is pretty clear - this needs a UCC-1 filing regardless of what the vendor calls it. Better safe than sorry with this much money involved.

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Xan Dae

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Smart move. The vendor will get over it and you'll sleep better knowing your security interest is properly perfected.

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Hannah White

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One thing I'd add - make sure you file the UCC-1 BEFORE closing the deal. If you wait until after the transaction is complete, there could be a gap period where your security interest isn't perfected. With equipment this valuable, even a short gap could be risky if other creditors are involved. The filing should list the equipment with enough detail to identify it (make, model, serial numbers if available) and make sure the debtor name exactly matches what's on the lease agreement. Small discrepancies in debtor names can invalidate the whole filing.

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Nia Wilson

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Update us when you get it filed! Always curious to hear how these situations work out. Sounds like you've got good advice from everyone here about checking the debtor name consistency and using the original filing number.

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Will do! I feel much more confident about the process now. Going to double-check everything one more time and then file the termination.

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Nia Wilson

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Perfect. You've got this - just take it step by step and verify everything matches up.

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As someone who's dealt with similar UCC termination issues, I'd strongly recommend doing a UCC search on the Indiana SOS system before filing your termination. This will show you exactly how all your filings appear on record - the original 2019 UCC-1 and the 2022 amendment. Pay special attention to how the debtor name is formatted in each filing. Even small differences like "LLC" vs "L.L.C." can cause rejection. Since you mentioned the equipment is worth $180k, it's definitely worth the small search fee to ensure you get the termination exactly right the first time.

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Skylar Neal

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Update on the Certana.ai thing - I ended up using it for another filing after my first experience and it's become part of my regular workflow now. Upload your docs, get instant verification, file with confidence. Especially helpful when you're dealing with entities that have complex names or multiple DBAs.

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Daniel Rivera

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Sounds like it might be worth the investment for peace of mind. How long does the verification usually take?

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Skylar Neal

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Literally seconds. Upload the PDFs and get results immediately. Much faster than manually cross-referencing everything.

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Olivia Evans

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As someone who's been through the NY UCC-1 process multiple times, I'd echo what others have said about the debtor name being critical. One additional tip - if you're filing for equipment, consider whether the equipment might be moved to other states in the future. For manufacturing equipment worth $85K, you might want to think about whether you'll need to file in other jurisdictions later. Also, NY's online system has a helpful preview feature before final submission - use it to double-check everything looks right. The $20 electronic filing fee is definitely worth it compared to paper filing. Good luck with your filing!

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Chloe Zhang

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Just to add to what everyone else is saying - if you're doing multiple state searches, there are legitimate services that aggregate results, but they should be upfront about being third-party services and not pretending to be official government forms.

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Adriana Cohn

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For single-state searches like Texas, there's really no reason to use a third-party service when the official portal is so user-friendly.

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Jace Caspullo

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The only exception might be if you need help with complex name matching across multiple filings, but even then you want to verify the results independently.

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Nia Wilson

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The red flags you're describing are classic signs of third-party services trying to look official. I've seen forms that mimic government layouts but charge 10x what the state charges. Texas SOS UCC searches are straightforward - you search by debtor name directly on their portal, pay $1 per page, and get instant results. No separate forms needed. If you're unsure about any document you find online, just go straight to sos.state.tx.us and ignore everything else. For a business acquisition, the small official fee is worth the peace of mind knowing you're getting authentic records.

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Elijah Knight

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This is exactly what I needed to hear! I was getting suspicious when the form I found was asking for way too much personal information upfront. Going straight to the official SOS portal makes so much more sense - thanks for confirming that separate forms are basically a scam indicator.

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James Johnson

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Man, when I was studying for the bar this was one of those topics that just clicked once I understood the policy behind it. The law is trying to encourage settlement of disputed debts while protecting creditors from being tricked into giving up valid claims. Makes total sense when you think about it that way.

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Myles Regis

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That's actually a really helpful way to think about it! Understanding the 'why' behind the rule makes it easier to remember the specifics.

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Exactly, commercial law is all about facilitating business while preventing fraud and unfairness. Once you get that framework the details fall into place.

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Alexis Renard

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This is such a helpful thread! I'm also studying for a banking certification and was getting confused about accord and satisfaction. One thing I'm still unclear on - does the amount of the dispute matter? Like if someone owes $10,000 but there's only a $50 dispute about fees, and they send a check for $9,950 marked "paid in full," would that still qualify under UCC 3-311? Or does the entire debt amount need to be genuinely disputed?

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StarSeeker

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Great question! The key is whether there's a good faith dispute about the amount owed, not necessarily that the entire debt is disputed. In your example, if there's a legitimate $50 dispute and the debtor reasonably believes they only owe $9,950, then UCC 3-311 could apply. The dispute doesn't have to be about the whole amount - it just has to make the total amount "unliquidated or subject to a bona fide dispute." Courts will look at whether the debtor's belief about what they owe is reasonable under the circumstances.

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