Ask the community...
- DO post questions about your issues.
- DO answer questions and support each other.
- DO post tips & tricks to help folks.
- DO NOT post call problems here - there is a support tab at the top for that :)
Join the conversation
Join the conversation
Been through this exact scenario multiple times. File the UCC-3 name change amendment within 60 days max, and your broad collateral description should be fine for 9-105 purposes. The courts have generally been reasonable about what constitutes sufficient description.
That's reassuring. Did you ever have any issues with lenders questioning the adequacy of broad descriptions?
Occasionally, but usually more about comfort level than actual legal requirements. Most sophisticated lenders understand that overly specific descriptions can actually create more problems than they solve.
Update - just wanted to thank everyone for the input. Filed the UCC-3 amendment yesterday with the new debtor name and kept the original collateral language. Also ran everything through that Certana tool someone mentioned and it confirmed our documents were consistent. Feeling much better about our 9-105 compliance position now.
Glad it worked out! Quick action on name changes is always the right move.
Great to hear the verification tool was helpful. Those document consistency checks really do provide peace of mind on complex filings.
Join the conversation
One more thing to check - make sure you're using the debtor's EXACT legal name as it appears in their formation documents, not any DBA names they might be using. That trips people up all the time.
Good point. I pulled the name from their Articles but I should verify there haven't been any amendments to the Articles since the original UCC-1.
Definitely worth checking. Corporate name changes don't always get communicated to lenders right away.
Join the conversation
Just went through this exact same issue with Florida last week. Ended up using Certana's document checker tool and it caught that my original UCC-1 had 'Manufacturing' spelled with a weird character that looked like a normal 'a' but was actually a different Unicode character. Once I corrected that, the continuation went through immediately.
Almost instantly. You just upload both documents and it highlights discrepancies in seconds. Saved me hours of manual comparison.
I'm still skeptical about using third-party tools for this. Seems like the state system should be able to handle basic name matching.
Update: Finally got it resolved! The issue was exactly what several people mentioned - there was a hidden character in the original debtor name. Used Certana.ai's verification tool and it immediately flagged the Unicode discrepancy. Corrected the name and the continuation was accepted within minutes. Thanks everyone for the suggestions, especially about checking for invisible characters.
Great outcome! Florida's system really needs to be more user-friendly about these technical rejections.
At least you got it sorted before the deadline. Nothing worse than losing perfection over a formatting glitch.
Join the conversation
Your professor was probably referring to classical contract law where courts won't rewrite agreements for parties. But secured transactions are different - Article 9 is loaded with default provisions that automatically apply unless contracted around. The policy is to facilitate secured lending by providing predictable rules. As long as your security agreement satisfies 9-203(b), you should be able to enforce using UCC default procedures.
Right, and Article 9 defaults generally favor secured parties, so lenders are usually happy to rely on them rather than negotiate custom terms for routine deals.
This thread has been incredibly helpful. Sounds like our security agreement is probably enforceable even with the missing commercial terms, as long as we have proper perfection.
One more thing to consider - even if some terms are missing from your security agreement, you might be able to look at the broader loan documentation. Often the promissory note or loan agreement will contain terms that can be read together with the security agreement. Courts generally interpret related documents as integrated agreements where it makes commercial sense.
Exactly. Security agreements don't exist in isolation - they're part of broader financing arrangements. The UCC recognizes this in its interpretation rules.
And don't forget UCC 1-303 on course of performance and usage of trade. Even 'missing' terms might be supplied by industry custom or the parties' prior dealings.
Zoe Wang
Update us on what Delaware tells you! This is a common enough issue that their guidance would be helpful for all of us dealing with international entities.
0 coins
Logan Greenburg
•Will do. Planning to call them first thing Monday and will report back with what they say.
0 coins
Connor Richards
•Really interested to hear their response. I have a similar filing coming up next month with a Spanish entity.
0 coins
Grace Durand
In the meantime, you might want to prepare both versions of the UCC-1 - one with accents and one without - so you're ready to file whichever format Delaware recommends. Just don't submit both obviously.
0 coins
Steven Adams
•Good thinking. Having both versions ready will save time once you get the official guidance.
0 coins
Alice Fleming
•And make sure to document Delaware's guidance in your file. If there's ever a question later about why you used a particular name format, you'll have the state's official position.
0 coins