UCC Document Community

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Jasmine Quinn

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I've encountered this UCC 1-207/UCC 1-308 nonsense a few times in my practice. What's particularly frustrating is that these borrowers often get very confrontational when you try to explain that their "research" is wrong. I've learned it's easier to just let them include the language and move forward - as everyone has confirmed, it has zero legal effect on your security interest. The Secretary of State will process it normally, your lien is perfected, and you maintain all your Article 9 remedies. Sometimes I wonder if we should start charging extra for the time spent explaining why sovereign citizen legal theories don't actually work!

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Ethan Moore

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Ha! I love the idea of a "sovereign citizen surcharge" for the extra time spent debunking these theories. It's amazing how much energy people put into researching UCC 1-207/UCC 1-308 on conspiracy websites when they could just ask an actual attorney. The confrontational aspect is so true - they act like you're part of some conspiracy to hide the "real" law from them. At least we can take comfort in knowing their magical language doesn't affect our security interests one bit!

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As someone relatively new to secured transactions, this thread has been incredibly educational! I had a client mention UCC 1-207/UCC 1-308 language last week and I wasn't sure what to make of it. Now I understand it's just sovereign citizen mythology with no legal effect. One question though - should I be concerned about any borrowers who insist on this language being more likely to default or cause other problems down the line? Is there a correlation between believing in UCC 1-207/UCC 1-308 theories and other problematic behaviors in commercial relationships?

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Nasira Ibanez

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Great question! In my experience, borrowers who insist on UCC 1-207/UCC 1-308 language often do exhibit other concerning patterns. They tend to be more likely to dispute routine collection efforts, claim your security agreement is "invalid" due to various conspiracy theories, and generally make the loan servicing process more difficult. They might also try to argue that your UCC filing is somehow defective based on other sovereign citizen myths. While the UCC 1-207/UCC 1-308 language itself is harmless, it can be a red flag for borrowers who may challenge standard commercial practices throughout the loan relationship. I'd recommend extra documentation of all communications and maybe tighter monitoring of payment performance.

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This thread is incredibly helpful - I'm a newer attorney working on secured transactions and just encountered my first major UCC filing rejection last week due to a similar entity name issue. The borrower had "& Associates" in their legal name but we filed using "and Associates" (spelled out vs ampersand). Got rejected and had to scramble to refile. Reading about everyone's experiences with punctuation and formatting variations makes me feel less alone in this! Definitely implementing the Articles of Incorporation verification step going forward, and I'm curious about that Certana.ai tool several people mentioned. The stress of potentially missing a closing deadline over something as small as a comma is real. Thanks for sharing your resolution - gives me hope that these issues can be resolved quickly with expedited processing when needed.

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The "&" vs "and" issue is so frustrating! I had a similar situation early in my career with "Corp" vs "Corporation" that taught me the hard way. What really helped me was creating a checklist that I go through religiously now - pull Articles, compare exact formatting, check for any amendments or name changes, and verify everything matches before submitting. It sounds like overkill but it's saved me countless times since then. Also, don't feel bad about the learning curve - even seasoned attorneys get caught by these details when they're rushing to meet deadlines. The key is building good habits now so these checks become second nature.

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Amina Sow

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This is such great advice and really reassuring to hear! I'm definitely going to create a similar checklist - having a systematic approach seems like the best way to avoid these pitfalls. The "Corp" vs "Corporation" example is another one I'll keep in mind. It's amazing how many variations of entity designations exist and how picky the filing systems are about them. I appreciate everyone being so supportive about the learning process - this community has been incredibly helpful as I navigate these complex filing requirements. Looking forward to building those good habits you mentioned so I can avoid future 2am panic sessions over rejected filings!

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Omar Zaki

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This whole thread has been incredibly educational! As someone who's relatively new to secured lending, I had no idea how many ways entity name variations could trip you up on UCC filings. The comma issue in the original post seems like such a small detail but clearly has major consequences. I'm taking notes on all the verification steps everyone has mentioned - pulling Articles of Incorporation first, double-checking every punctuation mark, and doing post-filing UCC searches to confirm proper indexing. The Certana.ai tool sounds like it could be a game-changer for catching these issues upfront. Question for the group - are there any other common entity name formatting traps I should watch out for beyond commas, "&" vs "and", and "Corp" vs "Corporation"? I want to build the most comprehensive verification checklist possible to avoid my own filing nightmare scenarios!

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StarSurfer

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Great question! A few other formatting traps I've encountered: "Inc." vs "Inc" (with/without period), "LP" vs "L.P." vs "Limited Partnership", and "Co." vs "Company". Also watch out for Roman numerals - "II" vs "2" in entity names can cause rejections. Some states are pickier than others about spacing too - I've seen "ABC LLC" vs "ABC LLC" (single vs double space) cause issues. The biggest gotcha is probably when entities use their trade name everywhere but the legal name has additional words like "Holdings" or "Enterprises" at the end. Always verify against the Secretary of State records, not just what the client tells you!

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This is such valuable information! I hadn't even considered the Roman numeral issue - that's definitely going on my checklist. The spacing variations are particularly sneaky since they're so hard to spot visually. Your point about trade names vs legal names with additional words like "Holdings" or "Enterprises" is spot on - I can see how clients would naturally use their shorter trade name without thinking about the full legal entity name. I'm definitely going to make Secretary of State verification a mandatory first step rather than relying on client information. Thanks for sharing all these specific examples - having a comprehensive list of potential formatting pitfalls will hopefully help me avoid learning these lessons the hard way through rejected filings!

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This thread is really helpful. I'm looking at a similar commercial property purchase and now I know to do UCC searches early in the process. Seems like these fixture filings are more common than I realized.

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Jasmine Quinn

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Definitely do your UCC homework upfront. It's much easier to negotiate these issues during the contract phase than trying to resolve them at the last minute before closing.

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Anthony Young

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And if you need to verify UCC document consistency, that Certana.ai tool I mentioned earlier has been really helpful for catching potential issues before they become problems.

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Amina Bah

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As someone new to commercial real estate transactions, this discussion has been incredibly educational. I'm wondering about the timing aspect - if you discover a UCC fixture filing this close to closing, what's the typical timeline for getting it resolved? Is 3 weeks usually enough time, or should buyers plan for potential delays when these issues come up? Also, are there any red flags in the original filing itself that would indicate whether this might be a more complex situation than just needing a simple termination statement?

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Adding to Omar's excellent points - I'd also suggest checking the filing date against any recent corporate changes by your seller. If they've had name changes, mergers, or restructuring since the original filing, it can complicate the termination process significantly. The secured party needs to be able to clearly identify that the entity requesting termination is the same as the original debtor. Also, look at the collateral description carefully - if it's overly broad like "all equipment and fixtures now or hereafter attached to the premises," you might be dealing with a blanket lien that could affect more than just the specific equipment the seller mentioned.

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Kara Yoshida

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This is such a valuable thread for understanding UCC complexities! One thing I'd add from a newcomer's perspective - it seems like having a standardized checklist for commercial property due diligence would be really helpful. Based on this discussion, it sounds like UCC searches should happen much earlier in the process, ideally during the initial due diligence period rather than waiting for title work. For someone like me who's considering their first commercial purchase, are there any other common lien types or encumbrances that frequently surprise first-time commercial buyers? I want to make sure I'm not caught off guard by similar issues when I start my property search.

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This thread should be pinned! Great overview of UCC-3 basics. I'm bookmarking this for reference when I need to explain UCC amendments to clients.

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Agreed! So much good practical information here from people who actually deal with these filings regularly.

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Sarah Ali

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The real world examples really help. Legal theory is one thing, but hearing about actual filing experiences makes it much clearer.

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Just want to add a timing consideration that hasn't been mentioned yet - if you're doing a UCC-3 amendment to add collateral, make sure the amendment gets filed before you actually take possession of or fund the new equipment. The perfection date matters for priority against other creditors. I learned this the hard way when another lender beat us to filing on similar collateral because we waited until after closing to file our amendment.

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Sadie Benitez

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That's a crucial point about timing! I hadn't considered the priority issue with other creditors. So you're saying the UCC-3 amendment should be filed before the loan funds are disbursed for the new equipment? How much lead time do you typically recommend to ensure the filing is processed and searchable before closing?

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Ava Martinez

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Make sure you coordinate with your bank too. They'll probably want to see the UCC search results and termination filing before they fund your loan. Some banks will even handle the UCC verification as part of their lending process.

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AstroAce

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That's a good point. I should probably give my loan officer a heads up about the UCC situation.

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Ava Martinez

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Definitely. They deal with this all the time and can guide you through their specific requirements for clear title.

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Just want to add that timing is crucial here. Make sure you structure the sale so that the UCC termination happens at closing, not before you pay. I've seen deals where buyers paid first expecting the seller to handle the lien clearance later, only to have issues when the seller didn't follow through. Your purchase agreement should specify that clear title (including UCC termination) is a condition of closing. Also, if you're doing the transaction through an escrow company, they can coordinate the payoff and termination filing to ensure everything happens in the right sequence.

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Justin Trejo

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This is really helpful information about using escrow! I'm new to equipment purchases and wasn't sure how to protect myself in this situation. One question - how do I find a reputable escrow company that handles equipment transactions? Do I need to use one that specializes in UCC transactions, or can any escrow company handle this type of closing?

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Great question! Most commercial escrow companies can handle UCC transactions - you don't necessarily need a specialist. Look for companies that regularly handle business asset sales or equipment financing deals. Your bank might be able to recommend escrow companies they work with, or check with local commercial real estate attorneys since they often use escrow services for business transactions. The key is making sure they understand the UCC process and are comfortable coordinating with lenders for payoff and termination filing. You can also ask the escrow company upfront if they've handled similar equipment sales with UCC liens - most experienced ones will have done this type of transaction before.

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