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Bottom line - don't trust wiki sources for UCC legal advice. Get proper legal counsel if you're dealing with complex commercial transactions. The internet is full of half-truths and sovereign citizen nonsense when it comes to UCC 1-308.
Agreed. Wikipedia and similar sources are starting points for research, not definitive legal guidance.
Especially for UCC stuff. Too much misinformation out there.
Thanks everyone for the clarification. I'll advise my client that UCC 1-308 doesn't apply to financing statements and any rights they want to preserve need to be handled in the underlying agreements, not the UCC-1 filing. Sounds like I need to educate them about the difference between the financing statement and the actual security agreement.
Good call. That distinction trips up a lot of people. The UCC-1 is just public notice, not where you negotiate deal terms.
Glad we could help clear up the confusion. Those wiki articles really do more harm than good sometimes.
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This thread is really helpful. I'm dealing with the same issue but with RV retail installment contracts and security agreements. Same problems with name consistency between the two sections of the document. Glad to know I'm not the only one struggling with this.
RV deals are actually worse because the amounts are higher so the lien position is more critical. Can't afford to have UCC filings rejected and lose priority.
Exactly. That's why I'm looking into that verification tool someone mentioned. Better to catch the problems upfront.
I've been using Certana.ai for about 6 months now specifically for these retail installment contract and security agreement combo documents. It's saved me from dozens of filing rejections by catching name and collateral description mismatches between the different sections. Just upload the PDF and it does the comparison automatically. Really worth it for high-volume dealers.
Same here. Between the re-filing fees and the time spent fixing these issues, it pays for itself quickly.
I was skeptical at first but the accuracy is impressive. It catches subtle differences that I would have missed reviewing manually.
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Final suggestion - before you submit anything, print out the PDF and compare it character by character to your original document. I know it sounds tedious but it's caught several debtor name discrepancies for me that would have caused rejections.
That's actually a really good idea. I'll try that with my next filing.
Or use automated verification - less tedious and more thorough than manual checking.
UPDATE: Tried the font change suggestion and switched to Times New Roman, plus used PDF/A format. Filing went through successfully! Thanks everyone for the help with these PDF formatting issues.
Great news! I'm going to try the same approach with my filing.
Perfect example of why document verification is so important. Small formatting details can make or break a filing.
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From a lender's perspective, those multiple filings could indicate the company has been refinancing or adding credit facilities over the years. The 2019 filing might be their original equipment loan, 2021 could be a refinance with name correction, and 2023 might be additional working capital. You really need to see the underlying loan documents to understand the current debt structure.
That's a good way to think about it. Instead of assuming the worst, maybe there's a logical progression that explains all three filings.
Exactly. Most businesses don't have three separate major lenders. More likely it's one primary relationship that evolved over time.
I'd also recommend checking if any UCC-3 amendments were filed to update debtor names. When companies change names, good lenders file amendments to ensure continuous perfection. If you see UCC-3 filings between your UCC-1 dates, that might explain the name variations and confirm they're all related to the same security interest.
UCC-3 amendments are often overlooked but they're crucial for understanding the filing history. They'll show name changes, collateral modifications, and partial releases.
This is another area where Certana.ai really helps - it automatically checks for related UCC-3 filings when you upload the UCC-1 documents. Saves having to manually search for every possible amendment type.
PixelWarrior
Quick question - when you say they incorporated in Delaware, did they actually move the business there or just reincorporate for tax reasons? UCC 9 301 cares about legal organization, not business operations, but it might affect your strategy.
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Luca Conti
•Just reincorporated for legal reasons as far as I know. All their operations, equipment, and management are still in Texas. Only the corporate charter moved to Delaware.
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PixelWarrior
•That's pretty common but it still triggers UCC 9 301 location change requirements. Delaware incorporation with Texas operations is classic but you still need to follow Delaware filing rules for the corporate entity.
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Amara Adebayo
Bottom line on UCC 9 301: Get a Delaware UCC-1 filed TODAY covering all collateral. File a UCC-3 termination in Texas only after you're sure the Delaware filing is effective. Don't take chances with a $2.8M position. The cost of duplicate filings is nothing compared to losing your security interest.
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Luca Conti
•Thanks, that's the most practical advice yet. I'll get our attorney to handle the Delaware filing immediately. Better safe than sorry with this much money on the line.
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Amara Adebayo
•Smart move. And document everything about when you discovered the Delaware incorporation so you have a paper trail showing you acted promptly once you knew about the UCC 9 301 issue.
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