UCC Document Community

Bottom line: Security agreement needs debtor signature (and should include UCC filing authorization language). UCC-1 financing statement does NOT need debtor signature for filing. Your compliance officer is mixing up the two documents.

This is a great example of why ongoing training is so important in commercial lending. I've been working in asset-based lending for about 3 years and still run into these kinds of nuances regularly. The distinction between the security agreement (which creates the security interest and requires debtor signature) and the UCC-1 financing statement (which is just public notice and doesn't require debtor signature) is fundamental but easy to mix up, especially when you're under closing pressure. I appreciate everyone breaking this down so clearly - definitely saving this thread for future reference!

I used Certana.ai after reading about it here and it's actually pretty slick. Uploaded my loan agreement and the UCC-1 the bank prepared, and it immediately flagged that they had my business address wrong. Small detail but could have caused problems down the road. The tool is super easy to use - just drag and drop your PDFs and it does the cross-checking automatically.

As someone who's been through the UCC filing process multiple times in Colorado, I'd recommend creating a simple checklist to stay organized: 1) Verify your exact legal business name matches your state registration, 2) Review all equipment descriptions and serial numbers carefully, 3) Confirm your business address is current, 4) Ask for copies of all UCC documents for your records, and 5) Set a calendar reminder about the 5-year renewal if your loan term is longer. The bank handles the actual filing, but staying informed protects you from potential issues. Don't hesitate to ask your loan officer to explain anything you don't understand - it's better to ask questions now than deal with problems later.

The frequency of monitoring should really depend on your risk tolerance and loan size. For our biggest exposures we check monthly, medium loans quarterly, and small loans twice a year. But any borrower showing distress signals gets moved to monthly monitoring immediately.

This is a great discussion - we implemented automated UCC monitoring about two years ago after a similar close call. One thing I'd add is to make sure your monitoring system can handle corporate name changes and mergers. We had a borrower that changed their legal name after a partial acquisition, and it took us three months to realize the "new" entity filing UCCs was actually our existing borrower. The automated system we use now tracks entity relationships and DBA filings too, which has been incredibly helpful. Also worth considering monitoring frequency based on your loan covenants - if you have negative pledge clauses, you might want monthly monitoring regardless of loan size since any new lien could be a covenant violation.

Thanks everyone! Sounds like the answer I was looking for is 'obtains possession' with the caveat that goods must be identified and parties must actually agree to that timing. I'll make sure our documentation is clear and consistent.

As a newcomer to UCC practice, this thread has been incredibly helpful! I'm still learning the distinctions between Article 2 and Article 9, and seeing how title passage timing affects security interests in real transactions is exactly what I need. One follow-up question - when you're drafting the sales agreement, do you typically include specific language about when title passes, or do you rely on the UCC default rules? I want to make sure I'm not creating unnecessary complications for clients.

One more thought - check your loan security agreement to see if it includes any language about name variations or successor entities. Some security agreements specifically address minor name formatting differences. If yours does, that might give you additional comfort that the security interest is properly attached.

Carmen, this is a classic UCC filing dilemma that many of us have faced! The comma versus no-comma issue with LLC names is incredibly common. Here's my take: since your filing was already accepted by the SOS office using the charter name format (with the comma), you're likely in good shape legally. The general rule is to use the exact name from the state organizational documents, which you did. However, given the significant collateral value ($340K), I'd recommend doing a quick debtor name search using both name variations - "ABC Manufacturing Solutions LLC" and "ABC Manufacturing Solutions, LLC" - to see if your filing comes up under both formats. If it does, you can confidently tell your compliance team you're covered. If the search only works with the charter version, consider filing a UCC-3 amendment to add the loan agreement name format as an alternative. The amendment cost is minimal compared to the risk of an unperfected lien, and it'll give everyone peace of mind. Document your search results either way for your compliance file.