UCC Document Community

One final tip - get everything reviewed by qualified counsel before closing. With $2.8M on the line, the legal review cost is worth it for peace of mind. They can spot issues you might miss and ensure everything complies with both UCC requirements and your state's specific rules.

Great discussion here! Just wanted to add one practical point from a recent deal - when you're dealing with multiple members in an LLC, I always request a certified copy of the member resolution authorizing the specific person to sign financing documents. Even if someone has general signing authority, having a specific resolution for the transaction provides extra protection. Also, for your $2.8M deal, consider having the signing party provide a certificate of good standing for the LLC - it's not required by the UCC but many lenders want it to confirm the entity is still validly existing at closing. Good luck with your deal!

Update for anyone following this - I ended up using that Certana.ai tool mentioned earlier to double-check everything before filing. It caught that my debtor name on the UCC-1 didn't exactly match what was in the loan agreement (missing a comma in the LLC name). Would have probably caused problems down the road. Filed in Delaware as suggested and it went through without issues. Thanks everyone!

This is such a valuable discussion! As someone new to UCC filings, I'm learning so much from everyone's experiences. One question I have - when you're dealing with multiple investment accounts at the same securities intermediary, do you need separate UCC-1 filings for each account, or can you list multiple accounts on a single filing? Also, does the timing of when you file matter in relation to when the loan closes? I want to make sure I understand the perfection timeline correctly.

This is a great example of why document consistency is so critical in secured transactions. I've seen similar issues where the retail installment contract and security agreement had slight name variations that created confusion during the UCC filing process. As others have mentioned, always go with the official legal entity name from state records - that's your gold standard. One thing I'd add is to also check if the entity is still in good standing with the state before filing. Sometimes businesses let their registration lapse, which can complicate things. Also, make sure you're filing in the correct jurisdiction based on where the debtor is organized, not where the collateral is located. For equipment like diagnostic machines and lifts, you're definitely looking at a UCC-1 filing rather than a certificate of title situation.

One additional consideration - if this is commercial equipment financing, you might want to verify whether the debtor has any existing UCCs filed that could create priority issues. Since you mentioned the financing was approved 3 weeks ago, time is definitely a factor for perfection. Also, when you pull the official entity records, make sure to note the entity type (LLC, Corp, etc.) and include that in your UCC-1 filing. I've seen filings rejected because the entity type was omitted or incorrect even when the name was right. The Secretary of State databases are usually pretty current, but if there's any doubt about recent name changes or amendments, you might want to call their office directly to confirm before filing.

One more tool that might help - some title companies offer UCC search services at reasonable rates if you're already working with them on the transaction. Might be worth asking if they can bundle it with other closing services.

I've been following this thread and wanted to share my experience as someone who's done both free and paid UCC searches for acquisitions. The free Delaware system can work, but you really need to be strategic about it. I'd recommend creating a comprehensive search plan that includes: 1) All legal entity names and variations, 2) Individual guarantor names if applicable, 3) Searches in all states where the company has operations or assets, and 4) Both UCC and real estate records for fixture filings. Document everything you find and don't find - this creates a paper trail showing you did reasonable due diligence. That said, if this is a significant acquisition, the cost of a professional search service might be worth it for the peace of mind and liability coverage they often provide.

Get this fixed ASAP before your refinancing. Solar panel fixture filing mistakes are super common but can create major lien priority problems. Your equipment lender should refile properly and terminate the incorrect filing.

This is a really common issue with solar installations! I've seen this mistake dozens of times where equipment lenders treat permanently attached solar panels like regular equipment instead of fixtures. Since your panels penetrate the roof membrane, they're definitely fixtures under most state laws. The key test is whether removing them would damage the real estate - roof penetrations clearly meet that standard. You absolutely need a UCC-1 fixture filing that gets recorded in both UCC records AND real estate records to protect priority over existing and future mortgages. Contact your lender immediately to refile correctly and terminate the improper filing - time is critical since priority usually dates back to the original filing date if done quickly. Don't let this slide until your refinancing or you could have serious lien priority issues.