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Update us on how it goes! These kinds of issues are more common than people think with portfolio acquisitions.
This is exactly why we always recommend doing a comprehensive UCC audit immediately after any portfolio acquisition. I've seen too many cases where missing assignments create problems months or years later. One tip - when you file that UCC-3 assignment, consider also doing a continuation if the original filing is getting close to its 5-year expiration date. Better to handle both issues at once rather than having to come back again later. Ohio SOS usually processes assignments pretty quickly, so you should be able to file your amendment within a few days of the assignment being recorded.
That's really solid advice about checking the continuation timing too. I hadn't thought about that but you're right - if we're going through the trouble of cleaning up the assignment, might as well handle any upcoming expirations at the same time. Do you know if Ohio allows you to file the assignment and continuation simultaneously or do they need to be separate filings?
This is such a helpful thread! I'm relatively new to UCC filings and have been wondering about this exact issue. For someone just starting out, would you recommend always erring on the side of broader language like "all assets" or being more specific? Also, is there a good resource for learning about state-specific variations in how courts interpret collateral descriptions?
Welcome to UCC filings! For beginners, I'd actually recommend starting with more specific descriptions until you get comfortable with the nuances. It helps you understand what assets you're actually securing and reduces the risk of missing something important in your due diligence. As for state variations, the UCC Article 9 commentaries are a great starting point, and most state bar associations have secured transactions CLEs that cover local quirks. The American College of Commercial Finance Lawyers also publishes helpful practice guides that break down state-by-state differences.
@Sofia Ramirez gives excellent advice about starting specific. I d'add that you should also consider your client s'business model - if they re'likely to need additional financing down the road, overly broad language can create complications. For state-specific guidance, I ve'found that reaching out to experienced practitioners in your jurisdiction through bar association networks is invaluable. Many are happy to share insights about how local courts tend to interpret different collateral descriptions.
As someone who's been doing secured lending for about 8 years, I've found that "all assets" language generally works well, but there are a few practical considerations worth mentioning. First, make sure your loan agreement has specific covenants about what the borrower can and can't do with the collateral - broad UCC language without corresponding loan covenants can leave you exposed. Second, consider whether you need to file in multiple states if the borrower has assets across jurisdictions. And third, for a deal this size ($850K), I'd definitely recommend getting title insurance on any real estate that might be involved, even if you're not taking a mortgage - it helps clarify what's personal vs. real property. One last tip: keep detailed records of what assets existed at closing, because "all assets" filings can get messy in workout situations if you can't prove what was actually pledged.
This is incredibly thorough advice, thank you! The point about keeping detailed asset records at closing is something I hadn't considered but makes perfect sense for workout scenarios. Quick question - when you mention title insurance for real estate in an "all assets" deal, are you thinking about situations where there might be fixtures that blur the line between personal and real property? I'm wondering how that plays out practically when you're securing manufacturing equipment that might be permanently attached to the building.
Update: I tried another document checking tool after reading about Certana.ai here and it immediately flagged the name discrepancy between my original UCC-1 and the UCC-3 amendment I was trying to file. Turns out the original filing had the full LLC name in all caps, and I was using standard capitalization. Fixed that and the amendment went through on the next submission. Thanks for the advice everyone!
This thread is a perfect example of why I always stress to my junior associates that UCC filings are all about precision - one misplaced comma or wrong capitalization and you're back to square one. Delaware's strict name matching requirements might seem excessive, but they actually protect the integrity of the public record system. When you're dealing with equipment financing worth hundreds of thousands like these excavators, that 2-3 day processing time in Delaware is actually pretty reasonable compared to some other states. The key takeaway here is always work from the filed version of your original UCC-1, not your draft documents, since the state's system may have made formatting changes during processing.
This is really helpful insight, especially about working from the filed version rather than drafts. As someone new to UCC filings, I'm wondering - is there a way to easily access that filed version from Delaware's system, or do you need to request it separately? I want to make sure I'm building good habits from the start since precision seems so critical in this area.
This has been such an eye-opening thread for me! I'm dealing with a very similar situation right now - equipment financing for machinery that moves between our borrower's facilities in three different states. I was getting completely bogged down trying to figure out if the multi-state aspect created some special filing requirement, but reading through everyone's responses here really clarifies that this is exactly what UCC Article 9 was designed to handle. The three-question test that several people mentioned (personal property + security interest + commercial = UCC) is going to save me so much time and mental energy going forward. I love how @Charlee Coleman framed it as "start with UCC unless there's a specific carve-out" rather than trying to justify why it should be UCC. That's a much more practical approach than what I've been doing. For anyone else struggling with this, it sounds like we should trust our instincts more - if it looks like standard commercial equipment financing, it probably is! Thanks everyone for sharing your experiences and frameworks.
I'm so glad this thread has been helpful for you too! Your multi-state machinery situation sounds almost identical to what I was dealing with. It's amazing how much clearer everything becomes once you flip the mental framework from "prove it's UCC" to "assume it's UCC unless there's an exception." I was literally losing sleep over these filing decisions before, and now I realize I was making it way more complicated than it needed to be. The equipment financing + multi-state movement combo really is the sweet spot for UCC Article 9 - that's exactly the kind of commercial personal property transaction the system was built to streamline. Thanks for adding your perspective here, it's reassuring to know others are working through the same learning curve!
I've been following this discussion with great interest since I'm fairly new to secured lending and have definitely fallen into the same trap of overanalyzing filing classifications! What strikes me most about all these responses is how everyone emphasizes that UCC Article 9 really is the broad default rule for commercial personal property security interests. The manufacturing equipment scenario you described - movable machinery used in commercial operations with a security interest attached - hits every single element that Article 9 was designed to cover. I think the multi-state aspect actually strengthens the case for UCC filing rather than complicating it, since the whole point of the UCC system is to create uniform rules that work across state lines. Your initial instinct to go with UCC-1 was almost certainly correct. One thing I've learned from reading these comments is to stop looking for reasons why something might NOT be UCC and instead ask whether there are any clear statutory exclusions (like titled vehicles, aircraft, or real estate). For standard equipment financing, the answer is usually no, which means UCC territory. Thanks to everyone who shared their frameworks - this thread is going to be a huge time-saver for me going forward!
This whole thread has been such a game-changer for my understanding! I'm also relatively new to secured transactions and have been making the same mistake of overthinking these classifications. Your point about the multi-state aspect actually STRENGTHENING the UCC case is brilliant - I hadn't thought about it that way before. The uniformity across state lines is exactly why the system exists in the first place. I've been bookmarking several of the frameworks mentioned here, especially the three-question test and the "assume UCC unless there's a clear exclusion" approach. It's refreshing to see that experienced practitioners also went through this same learning curve. Makes me feel less alone in the confusion! Thanks for summarizing the key takeaways so clearly - this thread is definitely going into my reference folder.
Paige Cantoni
For what it's worth, I had great luck using the document verification approach someone mentioned earlier. Having an automated system catch potential filing issues before submission is a game-changer, especially when you're dealing with complex equipment schedules and multiple document versions. The peace of mind alone is worth it on deals this size.
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Kylo Ren
•Which system did you use? There are a few different options out there now.
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Paige Cantoni
•Certana.ai - they have a specific UCC document checker that uploads PDFs and compares them for consistency. Really straightforward to use.
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Sofia Rodriguez
As someone who's just starting in equipment financing, this thread has been incredibly helpful! I'm seeing a pattern here about the importance of getting the debtor name exactly right from organizational documents and using the hybrid approach for collateral descriptions (general category plus specific items with serial numbers). The automated document verification tools like Certana.ai that several people mentioned sound really useful for catching errors before filing. One quick question - for a newcomer, what's the typical timeline you allow between loan closing and UCC filing? Want to make sure I'm not rushing the accuracy checks but also not delaying perfection of the security interest.
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