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Whatever you do, don't let the factor file their UCC-1 without resolving the bank issue first. I've seen borrowers get called into default for violating negative pledge clauses. Even if you sort it out later, the technical default can trigger acceleration or other penalties.
Yeah banks can be real jerks about technical defaults even when you fix the problem.
Just a quick update - talked to our bank this morning and they're actually open to the factoring arrangement. They want to review the factor agreement and may require some modifications to their UCC-1 filing, but it sounds workable. Thanks everyone for the guidance, especially about checking the negative pledge clause first.
That's awesome! I'm actually dealing with a similar situation right now and was worried my bank would be difficult about it. This gives me hope that a direct conversation might work better than I expected. Did they mention any specific terms they want in the factoring agreement?
Thanks everyone for clarifying this. I feel much more confident about moving forward with the UCC-3 amendment approach. Really appreciate the detailed explanations!
Just wanted to add from my experience - make sure your bank's legal team reviews the UCC-3 amendment before filing. I've seen cases where lenders had specific language requirements that weren't obvious from the standard forms. Also, if you're in a state that allows electronic filing, that can speed up the process significantly compared to paper filings. The $180K in equipment value you mentioned should definitely be properly secured, so getting this right is crucial for both you and your lender.
Great point about involving the bank's legal team! I'm new to UCC filings and hadn't considered that lenders might have their own specific language requirements beyond the standard forms. For the electronic filing - is there a significant time difference between electronic and paper submissions? And does electronic filing reduce the chance of rejection due to formatting issues?
Update: Successfully filed the UCC-1 today. Used all the advice here - pulled fresh Articles of Incorporation to verify exact debtor name format, used broad collateral language covering all equipment, and filed electronically through NH SOS portal. Got immediate confirmation. Thanks everyone for the help and for clarifying this is purely a state-level filing process.
Manual this time but I bookmarked that Certana service for future filings. Would have saved some anxiety.
Great to see another successful filing! For future reference, one thing that's saved me headaches is keeping a checklist: 1) Pull current Articles/Certificate of Good Standing, 2) Cross-check exact debtor name character-by-character, 3) Use "all equipment now owned or hereafter acquired" language for mobile collateral, 4) File electronically for speed and confirmation. The state-level filing system in NH is actually pretty reliable once you get the name matching right. Sounds like you followed the process perfectly!
Quick update - ended up using Certana.ai to cross-check my UCC-1 draft against the security agreement before filing. Found a couple minor inconsistencies in how I described some of the tooling. Much easier than manually comparing everything line by line. Filed this morning and got accepted within a few hours.
Did you end up needing separate fixture filings for any of the equipment?
Great discussion here! Just wanted to add that for equipment financing deals like this, I always recommend including "proceeds" in your collateral description too. If any of the equipment gets sold, damaged, or generates insurance payouts during the loan term, you want to make sure your security interest follows those proceeds. Something like "and all proceeds thereof" at the end of your description can save you headaches later. Also, since you mentioned some equipment might be mobile, consider whether any pieces could end up in different states - might need to think about filing in other jurisdictions if the borrower moves equipment around for jobs.
Ava Hernandez
To the original poster - definitely file that corrective amendment for the name issue. And maybe consider small claims court against the scam service if they're local. You shouldn't have to eat that $450 loss for their incompetent work, especially since they created a potential legal problem with the incorrect debtor name.
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Elijah Jackson
•Even if small claims doesn't work out, reporting them to your state's consumer protection agency might help prevent others from getting scammed.
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Sophia Miller
•Document everything - their ads, your payment records, the incorrect filing they submitted. You'll need that evidence for any complaint or legal action.
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Lucas Bey
This whole thread is eye-opening - I almost fell for one of these services last week! They were advertising on LinkedIn claiming to be "certified UCC filing specialists" and wanted $395 for a simple continuation. Something felt off about their pushy sales tactics, so I ended up going directly to my state's Secretary of State website instead. Filed it myself in about 20 minutes for the $15 state fee. The online portal was actually really straightforward - they have dropdown menus for everything and clear instructions. I can't believe these scammers are charging 20-30x the actual cost for what's basically just copy-pasting information into a web form.
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