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Amina Bah

UCC goods definition causing collateral description issues on filing

Running into a wall with our UCC-1 filing and need some clarity on what qualifies as 'goods' under Article 9. Our client manufactures custom industrial equipment that gets assembled on-site at customer locations. The equipment starts as raw materials in our warehouse, gets partially assembled here, then shipped for final assembly and installation at the customer's facility. The SOS rejected our initial filing because they said our collateral description was too vague. We described it as 'manufacturing equipment and component parts' but apparently that doesn't cut it. The loan officer is breathing down my neck because we need this perfected before the loan closes next week. Specifically struggling with: - Are the raw materials 'goods' when they're still in inventory? - What about partially assembled equipment that's not yet functional? - Does the definition change once it's installed at the customer site? This is a $2.8M credit facility so we can't afford to get the classification wrong. Anyone dealt with similar goods definition issues on UCC filings?

Update on the Certana tool - it also caught an issue with our debtor name that didn't exactly match the organizational documents. Would have been another rejection if we hadn't fixed it first. Really streamlined our filing process.

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How much does something like that cost? Sounds useful but wondering if it's worth it for smaller deals.

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I don't focus on cost when it prevents rejections and delays. Time savings alone makes it worthwhile, especially when you're racing deadline pressure like this situation.

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Been doing UCC filings for 15 years and goods classification still trips people up. The key insight is that 'goods' is the default category - if it's not specifically excluded (like accounts, instruments, etc.) and it's movable, it's probably goods under Article 9.

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Exactly. Start with goods and then ask if there's any reason it falls into one of the other defined categories. Much easier than trying to fit everything into the goods definition from scratch.

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Great way to think about it. The UCC definitions work by exclusion - goods is what's left after you remove all the specifically defined categories.

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Malik Johnson

UCC filing when collateral may change its form and character during the course of a security agreement - amendment needed?

Having some confusion about how to handle collateral descriptions when the secured property might transform during our loan term. We're financing a manufacturing operation where raw materials get converted into finished goods, then potentially sold and turned into accounts receivable or inventory again. The collateral may change its form and character during the course of a security agreement, but I'm not sure if our original UCC-1 filing covers this or if we need to file amendments every time the collateral transforms. Our original filing lists 'inventory, equipment, and accounts' but the borrower's production cycle means steel becomes car parts becomes finished vehicles becomes cash proceeds. Are we still perfected when the collateral changes form? Some colleagues say the original broad description covers transformations, others insist we need UCC-3 amendments tracking each change. This is for a $2.8M credit facility and I really don't want to lose perfection because of inadequate collateral descriptions. Anyone dealt with similar transformation scenarios?

In my experience, most transformation issues can be avoided by using really broad collateral descriptions in both the security agreement and UCC-1 filing. Instead of listing specific products, use categories like 'all inventory, equipment, accounts, chattel paper, instruments, documents, and general intangibles, now owned or hereafter acquired, and all proceeds thereof.' Covers pretty much any transformation scenario.

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That's much broader than our current filing. Would that level of broad description create any issues with other creditors or priority disputes?

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Broad descriptions don't typically create priority issues since UCC priority is generally based on filing time, not specificity of collateral description. But check with your counsel on any specific priority concerns.

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Thanks everyone for the detailed responses. Sounds like our original broad filing should cover most transformations as long as we have good proceeds language. I'm going to review our security agreement to make sure the transformation coverage is explicit and consider using one of those document verification tools to double-check everything. Really appreciate the practical guidance on what's turned out to be a more complex issue than I initially realized.

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Smart approach. The transformation rules can be tricky but you're on the right track with broad descriptions and proceeds coverage.

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Definitely recommend the document verification step - catches issues before they become problems and gives you peace of mind on the collateral coverage.

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Aiden Rodríguez

Pennsylvania Secretary of State UCC filing rejected - debtor name exact match required?

Just had my UCC-1 bounced back from Pennsylvania Secretary of State for the third time this month. The rejection notice says 'debtor name does not match exactly' but I'm pulling the name straight from the Articles of Incorporation. Company is 'Keystone Manufacturing Solutions LLC' on the charter but I've tried variations like 'Keystone Manufacturing Solutions, LLC' (with comma) and 'Keystone Mfg Solutions LLC' (abbreviated). Getting frustrated because the collateral is expensive equipment and we need this perfected before the borrower takes possession. Anyone dealt with Pennsylvania's exact name matching requirements recently? The online portal doesn't give much guidance on punctuation rules.

Have you tried searching for the company name in their database exactly as you're entering it on the UCC? Sometimes that reveals formatting issues you wouldn't notice otherwise.

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Good suggestion. I'll do a test search with each variation to see which one returns results.

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That's actually a really smart verification method. If it doesn't find the company, your UCC probably won't either.

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Update us when you get this resolved! Always interested to hear what the actual issue was with these name matching problems.

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Will do. Hopefully I can get this sorted out tomorrow and avoid another rejection cycle.

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Fingers crossed! PA can be such a pain with their exact matching requirements.

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Adaline Wong

Colorado SOS UCC search showing wrong debtor info - filing rejected twice

Having major issues with CO SOS UCC search results not matching what I submitted. Filed a UCC-1 for equipment financing last month and it got rejected. When I search the debtor name in the Colorado Secretary of State system, it's pulling up completely different entities with similar names. My client's exact legal name is 'Mountain Peak Construction LLC' but the search keeps showing 'Mountain Peak Contracting LLC' and 'Peak Mountain Construction Inc' - neither of which are my debtor. The rejection notice said 'debtor name does not match entity records' but I triple-checked the Articles of Incorporation. Second attempt also got rejected with same error. This is holding up a $180K equipment loan and my client is getting frustrated. Anyone else dealing with Colorado's UCC search being overly strict about exact name matches? I'm wondering if there's some formatting issue I'm missing or if their search algorithm is just terrible.

UPDATE: Used the Certana document checker and found the issue! There was an invisible character in the name field that must have been copied from the PDF. The tool highlighted it immediately. Third filing went through without any problems. Thanks for the suggestions everyone!

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Great to hear! That's exactly the kind of thing that drives you crazy trying to find manually.

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Perfect example of why document verification tools are worth it. Saves so much time and frustration.

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This thread should be pinned. Colorado UCC filing problems come up constantly and this covers most of the common solutions.

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Agreed. The document verification tip alone would save people a lot of headaches.

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Would be nice if Colorado just fixed their system instead of making us work around it.

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Miguel Ortiz

New Mexico Secretary of State UCC filing portal keeps rejecting my continuation - debtor name exact match issue

I'm dealing with a nightmare situation trying to file a UCC-3 continuation in New Mexico and the Secretary of State portal keeps rejecting it. The original UCC-1 was filed 3 years ago for equipment financing on construction machinery, and now I'm 60 days out from the 5-year lapse date. Every time I submit the continuation, it gets kicked back with 'debtor name does not match original filing' even though I'm copying it character-for-character from the search results. The original filing shows the debtor as 'SOUTHWEST CONSTRUCTION ENTERPRISES LLC' but when I enter that exact name, the system says no match found. I've tried variations like removing spaces, adding punctuation, but nothing works. Has anyone dealt with New Mexico's UCC system recently? I'm worried about missing the continuation deadline and having our $850K equipment lien lapse. The borrower's loan agreement specifically states that failure to maintain perfected security interest is an immediate default trigger. This is keeping me up at night.

Quick question - when you say 60 days out from lapse, are you calculating from the exact filing date or the end of the 5th year? New Mexico calculates continuation deadlines from the anniversary date, not the exact day. Just want to make sure you're not cutting it closer than you think.

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Okay good, you've got some breathing room then. Still stressful though when the portal isn't cooperating.

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The 6-month continuation window gives you some cushion, but better to get it done early than risk technical issues closer to the deadline.

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Last resort option - you could file a UCC-3 amendment to 'correct' the debtor name to exactly match what the system expects, then immediately file the continuation. I've had to do this workaround in other states when their systems are being stubborn.

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Yeah, amendments can create their own issues. Better to get the original name match working correctly.

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Fair enough - it's definitely a last resort option. Try the document verification approach first.

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