UCC Document Community

For anyone else dealing with aqua finance or other specialty lenders, always check for amendments before filing continuations or terminations. These lenders often update entity information during the loan term and that creates mismatches if you're not careful.

This is such a common pitfall with UCC terminations! I've learned to always do a comprehensive search for all UCC-1 amendments before filing any termination. One trick that's saved me time is to pull the entire UCC search report from the beginning - it shows the original filing plus all amendments in chronological order so you can see exactly how the debtor information evolved over the life of the financing. The final amended version is what needs to match your UCC-3 termination, not necessarily the original UCC-1. Glad you got it sorted out with the document checker tool - that sounds like a game changer for catching these discrepancies before filing.

This thread has been incredibly helpful! I've been struggling with the same confusion between security agreements and perfection methods. It's clear now that I was overthinking it - vehicles get perfected through title systems, not UCC filings. One follow-up question though: when you're drafting the vehicle security agreement itself, are there specific clauses or language that should reference the title perfection method? Or does the security agreement just create the interest and then you handle perfection separately through the DMV process?

Really appreciate everyone's insights here! I've been working in secured lending for a few years but vehicle security agreements always seemed to trip me up. The distinction between creating the security interest (through the agreement) and perfecting it (through title notation) is so much clearer now. I think what confused me initially was seeing "UCC" and "security agreement" used together in training materials, but not realizing that vehicles are the major exception to UCC perfection rules. Going to bookmark this thread for future reference - this is exactly the kind of practical guidance that's hard to find in textbooks!

Bottom line: if you can pick it up and move it and it's not money, it's probably goods. Everything else falls into the other UCC categories. When in doubt, describe it broadly in your collateral schedule and let the lawyers sort out the nuances.

One thing I always remind people is to think about the UCC's purpose - it's designed to give notice to other potential creditors about what's encumbered. So when you're on the fence about classification, ask yourself: would a reasonable searcher expect to find this type of collateral under the category you're using? For manufacturing companies like yours, I'd typically see a filing that covers both "goods" (for the equipment and inventory) and "general intangibles" (for the licenses and IP). The bolted-down equipment question is trickier - you might need to do a fixtures analysis or even consider a real estate filing depending on how integrated it is with the building. Better to over-secure than under-secure in my experience.

Just a heads up - since you mentioned the deadline is Monday, make sure to check if the filing office is open and what their cutoff times are. Some county recorder offices have earlier deadlines on Mondays or reduced hours. Also, if you're filing electronically, verify the system will be available. I've seen people scramble at the last minute only to find the e-filing system was down for maintenance. With fixture filings being more complex, you don't want any last-minute surprises delaying your submission.

One thing I haven't seen mentioned yet is the importance of checking whether your state allows "after-acquired property" clauses in fixture filings. Since you're dealing with restaurant equipment, the debtor might be adding more fixtures over time as the business grows. If your state permits it, you might want to include language like "and all additions, accessions, replacements, and substitutions thereof" in your collateral description. This could save you from having to file amendments every time they bolt down a new piece of equipment. Just make sure your security agreement supports this broader coverage.

Just to close the loop on this - Delaware filing is definitely correct for your LLC debtor. File against the exact legal name from the Delaware Secretary of State records, include detailed equipment descriptions, and you should be good to go. The Texas location of the equipment doesn't affect filing jurisdiction for standard personal property.

One additional consideration for your Delaware filing - make sure to check if the LLC has any amendments or name changes since formation. I've seen cases where the current operating name differs from the original charter name, and you need to file against the exact legal name as registered with Delaware SOS. Also, with an $850K transaction, consider whether you want to include after-acquired property language in your collateral description to cover any future equipment purchases. This can provide additional security without needing separate filings later.