Question and answer · informational

Nobody filed the termination after you paid off

Article 9 gives you a written demand, a 20-day clock, a self-help filing right and a statutory penalty, in that order.

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What can I do if a funder never files the UCC-3 termination after I pay off?

Send a written demand for a termination statement to the secured party at the notice address in your agreement. Under the uniform text of UCC section 9-513(c), for non-consumer collateral the secured party has 20 days after receiving an authenticated demand to file or send a termination once there is no outstanding obligation. If they do not, section 9-509(d)(2) lets you file the termination yourself provided it states that the debtor authorised it, and section 9-625(e) provides a $500 statutory liability for the failure, in addition to any actual damages. Your state's enacted version of Article 9 controls the exact wording and timing, and financing statements covering sold accounts sit in a carve-out you need to read carefully.

The obligation is gone. The filing is not. Until it is terminated, a UCC-1 against your business appears on every lien search a new funder, a bank, a buyer or an equipment lessor runs, and most of them will treat it as a live position until you prove otherwise.

Article 9 of the Uniform Commercial Code, as enacted in your state, contains a specific remedy for exactly this. Most business owners never use it because nobody tells them it exists.

The statutory sequence

Step one: the written demand.Under the uniform text of UCC § 9-513(c), where the collateral is not consumer goods, the secured party must, within 20 days after receiving an authenticated demand from the debtor, either file a termination statement or send you one to file — provided there is no obligation secured by the collateral and no commitment to make further advances. "Authenticated" in practice means signed. Send it to the address in the notice provision of your agreement, by a method that produces proof of delivery, and keep the receipt. The 20 days run from receipt, so the receipt is the evidence that starts the clock.
Step two: the self-help filing.UCC § 9-509(d) permits a person other than the secured party to file a termination statement where the secured party of record has failed to file or send one as required by § 9-513, the debtor authorises the filing, and the termination statement indicates that the debtor authorised it. That last element is not optional. Filing offices have a field for it, and a termination filed without it can be challenged.
Step three: the penalty.UCC § 9-625 provides that a person who fails to comply with § 9-513 is liable for $500, in addition to any damages actually caused. Five hundred dollars will not change anyone's year. Naming the section in your demand letter changes how quickly the letter gets to somebody who handles filings.

Every one of those citations is to the uniform text. States enact Article 9 individually, and section numbering, wording and occasionally the timing differ. Check your state's enacted version, or have someone check it, before relying on a day count.

The carve-out you have to read

Section 9-513(c) contains an exception for a financing statement "covering accounts or chattel paper that has been sold". Many advance agreements are drafted as a purchase of future receivables rather than a loan, and the filing is made to perfect the funder's interest as a buyer of accounts.

Whether that exception reaches your filing depends on how the agreement is written, what the financing statement actually describes as collateral, and whether anything remains unpaid. This is a genuine ambiguity, not a technicality invented to stall you — and it is the reason the practical route below usually beats the statutory route on speed.

The practical route, which you should run in parallel

Get the commitment in the payoff letter.Before you wire, ask for the letter to state that the funder will file the termination within a stated number of days of receiving cleared funds. It costs them nothing to write and gives you a contract term rather than a statutory argument.
Hold money back.If the payoff runs through escrow, retain a sum — $2,500 is a common order of magnitude — released only against a UCC search run 30 days after closing that shows the filing terminated. This works better than every other method combined, because it gives somebody at the funder a financial reason to act.
Calendar the search.Run a search at 30 days and again at 90. Do not assume. Terminations get missed constantly, including by funders with no intention of holding you up.

A timeline you can run

  • Day 0. Funds clear. Request a paid-in-full letter and confirmation that the termination will be filed.
  • Day 14. Run a UCC search in the filing office for your state of organisation. If the filing shows terminated, stop here and file the search result with your closing documents.
  • Day 15. If it does not, send the authenticated written demand. Cite the payoff, attach the wire confirmation and the paid-in-full letter, name § 9-513(c) and the 20-day period, and name § 9-625's $500 liability.
  • Day 36. Search again. If it is still live, prepare your own termination statement under § 9-509(d)(2), with the debtor-authorisation indication marked, and file it.
  • Day 50. Search once more to confirm the record now shows the termination.
Illustrative only —the cost of running this yourself against the cost of not running it. Two UCC searches at about $25 each, a certified mailing at about $10, and a self-filed termination at a state fee of about $30 comes to roughly $90 and perhaps two hours of your time, spread over six weeks.

Against that, price the alternative. A live filing that stalls a refinance by three weeks on a position remitting $700 per business day leaves about 15 more debits running: $10,500 of cash that stays out of your account, against a $90 fix. That ratio is why the calendar entry at day 14 matters more than the statute does.

What to have ready before you start

The wire confirmation. The payoff letter with its good-through date. The paid-in-full acknowledgement, if you got one. The exact legal name of the debtor entity as it appears on the financing statement — a mismatch there is a common reason a termination fails to attach to the right record. The file number of the original UCC-1. And the notice address from your agreement, which is often different from the address on the funder's website.

When to stop doing this yourself

Two situations. If the funder responds asserting that money is still owed, you are no longer dealing with a filing problem but with a balance dispute, and the self-help route becomes risky. And if the filing is blocking a transaction with a deadline — a sale, a bank closing, an equipment order — the cost of a lawyer's letter is usually less than the cost of the delay.

Article 9 is state law, your state's enactment governs, and the sale-of-accounts carve-out can change the analysis entirely depending on how your agreement is drafted. This describes the general mechanism and is not legal advice about your filing.

Where this applies

Related questions

What can I do if a funder never files the UCC-3 termination after I pay off?

Send a written demand for a termination statement to the secured party at the notice address in your agreement. Under the uniform text of UCC section 9-513(c), for non-consumer collateral the secured party has 20 days after receiving an authenticated demand to file or send a termination once there is no outstanding obligation. If they do not, section 9-509(d)(2) lets you file the termination yourself provided it states that the debtor authorised it, and section 9-625(e) provides a $500 statutory liability for the failure, in addition to any actual damages. Your state's enacted version of Article 9 controls the exact wording and timing, and financing statements covering sold accounts sit in a carve-out you need to read carefully.

Which funding products does this apply to?

Merchant Cash Advance, Working Capital, Term Loan, Invoice Financing, Asset-Based Lending. Each has its own page listing the funders in this directory that offer it and what each one publishes about its terms.

Are the figures here quotes?

No. Every worked example is labelled illustrative and exists to show the arithmetic. What a particular lender charges is on that lender's page, where it publishes it at all.

Who writes this?

The Find Me Funders research desk. Some drafting is AI-assisted, and every page that is says so at the top, including whether a person has checked its claims yet.

How do I know a figure here is right?

Where a page carries the green notice, its claims were checked against the sources listed at the end and a reviewer is named. Where it carries the amber one, nobody has verified it yet and you should confirm anything you plan to act on.

Are the examples real deals?

No. Every worked example is labelled illustrative and exists to show the arithmetic. What any particular lender charges is on that lender's page, where it publishes it.

Why do you never say what a typical rate is?

Because we cannot source it. A market average assembled from lenders who do not publish prices is a guess with a decimal point on it. Where a lender publishes a figure, we show that figure and say where it came from.

Is this financial or legal advice?

No. It is general information about how these products work. Outcomes depend on your contract and your state, and a lawyer or accountant licensed where you are is the person to ask about your situation.

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