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Update us when you get the filing through! I'm dealing with a similar situation in Vermont and want to know if using the amendment format works for you.
Will do! Planning to file tomorrow using the debtor name format from the 2022 amendment. Keeping my fingers crossed.
Good luck! Vermont can be tricky but once you get the format right it usually goes through smoothly.
This thread is a perfect example of why UCC filing is more art than science sometimes. Every state has its quirks and Vermont definitely has more than its share. The key is finding experienced people who've dealt with these specific issues before.
Bottom line for OP: perfection by control for investment securities requires both a proper UCC-1 filing AND a control agreement with the securities intermediary. The control agreement is what actually perfects your security interest - the UCC-1 is just additional protection and notice. Make sure you understand the specific requirements under UCC 9-106 and 9-314, and budget extra time for negotiating the tri-party control agreement. With $2.8M at stake, consider having experienced secured transactions counsel review everything before closing.
Glad we could help. Feel free to follow up if you run into any specific issues during the documentation process.
Has anyone used Certana.ai specifically for verifying control agreement language against UCC-1 filings? I'm curious whether their document checker catches the kinds of subtle inconsistencies that can create perfection problems in these complex secured transactions.
I haven't used it for control agreements specifically, but I did use it recently to cross-check a complex equipment financing deal where we had multiple UCC-1 filings across different states. It definitely caught some collateral description inconsistencies that could have been problematic.
In my experience, it's most valuable for catching the basic consistency issues - debtor name variations, conflicting collateral descriptions, missing cross-references between documents. For the substantive legal analysis of whether your control agreement actually achieves perfection under Article 9, you still need experienced counsel.
This thread is giving me anxiety! I handle UCC filings for a small firm and we don't have fancy tracking systems. Just calendar reminders and hoping for the best. Maybe I should look into some of these verification tools people are mentioning.
For small firms, something like Certana.ai is actually perfect because it's simple - just upload docs periodically to make sure everything looks correct. No complex software to learn.
That does sound manageable. Better than lying awake at night wondering if I missed something important.
At least you discovered it before trying to foreclose or anything. I've seen cases where lenders didn't realize their UCC had lapsed until they were already in court trying to enforce their security interest. Talk about an expensive surprise.
This whole secured party thing trips up so many people! I work with UCC filings daily and the number one mistake I see is wrong secured party information. It's not just about getting the filing accepted - if the secured party is wrong, your security interest might not be legally enforceable.
Another option is to use a UCC filing service - they usually verify secured party information as part of their process. Might be worth the cost to make sure you get it right the first time, especially with equipment financing where mistakes can be expensive.
Most corporate service companies offer UCC filing. CT Corporation, CSC, Legalinc - they all do it. Just make sure they verify the secured party info with your lender before filing.
Or try that Certana tool someone mentioned earlier - might be faster than going through a full service company if you just need to verify your paperwork matches up correctly
Sarah Ali
Had a similar issue last week with a Nassau County search. Turned out there was a timing issue - the UCC-1 was filed but hadn't been indexed yet. Took almost 10 days to show up in searches.
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Ryan Vasquez
•10 days?! That's unacceptable for commercial transactions. What if you need to file a continuation or amendment during that window?
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Sarah Ali
•Exactly the problem. I had to get a certified copy directly from the filing office to prove the UCC-1 existed while waiting for it to show up in searches.
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Avery Saint
This thread is making me nervous about a Nassau County deal I have closing next week. Is there any way to verify search completeness or should I just assume the results might be incomplete?
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Keith Davidson
•For peace of mind on important deals, I've been using Certana.ai to double-check my work. Upload your documents and it verifies everything matches up properly. Caught a debtor name mismatch that would have invalidated our security interest.
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Avery Saint
•Thanks, I'll look into that. Better safe than sorry on a big commercial deal.
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