Banks Aren’t the Only Ones Filing UCC Liens — Here’s Who Else Might Be

If you run a business, chances are you’ve heard of a UCC lien. Most people associate them with banks and traditional lenders, and that makes sense, because banks file them all the time.

But here’s the part that surprises many business owners: banks are far from the only parties that can file a UCC lien against your business assets. In fact, many liens come from places business owners never expect, and often only discover when trying to sell assets, refinance, or close a deal.

Let’s break down who else can file a UCC lien, why it happens, and what it means for your business in Florida.

What Is a UCC Lien and Why Does It Matter?

A UCC lien, formally known as a Uniform Commercial Code financing statement, is a public filing that puts the world on notice that a creditor claims an interest in certain business assets. In plain terms, it says, “If this business defaults, we have the right to these assets first.”

UCC liens commonly attach to:

• Equipment
• Inventory
• Accounts receivable
• Business bank accounts
• Sometimes all assets of the business

Once filed, a UCC lien can restrict your ability to:

• Get new financing
• Sell your business
• Refinance existing debt
• Use assets as collateral elsewhere

Who Can File a UCC Lien Besides a Bank?

Private Lenders and Alternative Financing Companies

Merchant cash advance companies, hard money lenders, and private financing groups frequently file UCC liens. Many business owners do not realize this happens automatically when they sign financing documents.

These liens often cover all business assets, not just the funds advanced. In Florida, we see this regularly with small businesses that needed quick capital and later discovered the lien when trying to obtain traditional financing.

Vendors That Extend Credit

If a supplier allows you to receive goods now and pay later, they may protect themselves by filing a UCC lien.

Examples include:

• Equipment suppliers
• Manufacturing vendors
• Large wholesale distributors

In some cases, the lien is limited to the goods provided. In others, it can be broader depending on the contract language.

Equipment Leasing Companies

Leasing companies often file UCC liens even when you do not technically “own” the equipment yet. These filings protect their interest until the lease is fully paid or converted into ownership.

Business owners are often caught off guard by this, especially when the lease felt informal or short-term.

Investors and Business Partners

This one surprises people the most.

If an investor loans money to the business rather than purchasing equity outright, they may file a UCC lien to secure repayment. The same can happen with:

• Shareholder loans
• Member loans in an LLC
• Convertible debt arrangements

These liens are perfectly legal when properly documented, but they can create serious problems if not disclosed to other lenders or business partners.

Landlords in Commercial Lease Disputes

While less common, some commercial landlords attempt to secure unpaid rent or lease obligations by asserting lien rights over business property located in the leased space.

Whether this is enforceable depends heavily on the lease language and Florida law, but it is another area where UCC filings can surface unexpectedly.

Can a UCC Lien Be Filed Without Your Knowledge?

Yes. While the underlying agreement usually authorizes the filing, many business owners sign documents without realizing they granted that right. The lien itself is filed with the Florida Secured Transaction Registry and does not require additional notice once authorized.

This is often why business owners only learn about a lien when:

• A bank runs a lien search
• A buyer conducts due diligence
• A title company flags it during a transaction

What Assets Can a UCC Lien Cover?

A UCC lien can be narrow or extremely broad. Common descriptions include:

• Specific equipment or inventory
• Accounts receivable
• Proceeds from sales
• “All assets” of the business

“All assets” liens are especially problematic because they effectively block future financing unless released or subordinated.

How Do UCC Liens Affect Selling or Financing a Business?

Any serious buyer or lender will run a UCC search. Active liens raise immediate red flags. Even if the debt is small or already paid, an unreleased lien can delay or kill a deal entirely.

In Florida business transactions, lien cleanup is often one of the most time-consuming and contentious issues during closing.

How to Find Out If There Is a UCC Lien Against Your Business

You can search the Florida Secured Transaction Registry, but interpreting what you find is not always straightforward. Many filings use broad or technical language that requires legal review to understand what assets are actually affected.

If you are planning a transaction, refinancing, or facing a dispute, it is worth having a lawyer review the lien landscape before problems arise.

What to Do If a UCC Lien Is Wrong, Expired, or Should Have Been Released

UCC liens do not always disappear automatically. Even after a debt is paid, the creditor must file a termination statement. When they fail to do so, the lien remains public.

In some cases, liens are:

• Filed incorrectly
• Left active after payoff
• Used improperly as leverage in disputes

These situations can often be resolved, but they require action.

When to Speak With a Business Litigation or Transactions Attorney

At our law firm, we regularly advise Florida businesses on UCC lien issues as part of broader business litigation and transactional matters. Understanding who holds leverage over your assets is not optional. It is foundational to protecting your business.

If you are dealing with an unexpected UCC lien, planning a sale, or entering into financing, contact one of our experienced attorneys in Miami at 305-570-2208.

You can also contact our team directly at: arianna@ayalalawpa.com 

Schedule a case evaluation online here.

[The opinions in this blog are not intended to be legal advice. You should consult with an attorney about the particulars of your case].