9-102 UCC Definition Issues - Need Help With Debtor Classification
Running into a wall here with UCC 9-102 definitions and how they apply to my current filing situation. I'm working on a UCC-1 for what I thought was straightforward equipment financing, but the debtor entity structure is making me second-guess everything. The borrower is technically a registered organization under one state's laws but operates as a partnership in another jurisdiction where the collateral is located. 9-102 has all these cross-references for 'debtor' vs 'new debtor' vs 'original debtor' and I'm getting lost in the sauce here. The collateral is manufacturing equipment worth about $340K and I cannot afford to mess up the debtor name or classification because this could void our security interest entirely. Has anyone dealt with multi-state entity issues under 9-102 definitions? I've read the official commentary three times and I'm still not confident I'm interpreting the registered organization provisions correctly. This filing needs to be perfect and I'm running out of time before the loan closes.
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Katherine Ziminski
Oh man, 9-102 is like a maze when you're dealing with cross-jurisdictions! The key thing with registered organizations is you need to look at where the entity was actually formed, not where it's doing business. If your debtor was incorporated or organized under State A's laws, that's what controls for the debtor name requirements, even if they're operating in State B. The equipment location doesn't change the debtor name rules - that's more about where to file the UCC-1. Have you confirmed which state's secretary of state shows this entity as officially registered?
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Kaiya Rivera
•That's what I was hoping - the entity was formed in Delaware but they're manufacturing in Ohio. So I should be using the exact Delaware registered name even though all their operations and the collateral are in Ohio, right? The Delaware SOS shows them as 'TechFlow Manufacturing Solutions LLC' but locally they just go by 'TechFlow' on everything.
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Katherine Ziminski
•Exactly! You MUST use 'TechFlow Manufacturing Solutions LLC' exactly as it appears in Delaware's records. Using the shortened version could make your UCC-1 seriously misleading under 9-102 standards. I've seen lenders lose their security interests over stuff like this.
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Noah Irving
•This is why I always double-check the state formation documents before any UCC filing. The 9-102 registered organization rules are unforgiving when it comes to exact name matching.
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Vanessa Chang
Had this exact scenario last month with a Texas LLC doing business in California. The 9-102 definitions can be brutal but here's what saved me: I uploaded both the formation documents and my draft UCC-1 to Certana.ai's document verification tool. It instantly flagged that I had the entity name slightly wrong - missing a comma that was in the official formation docs. Their system does these Charter→UCC-1 cross-checks automatically so you can catch name discrepancies before filing. Saved me from a potentially voided security interest over a punctuation mark.
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Kaiya Rivera
•Wait, Certana.ai can check document consistency like that? I've been manually comparing everything and clearly missing details. How does their verification work exactly?
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Vanessa Chang
•You just upload your PDFs - formation docs, loan agreements, draft UCC forms - and their system analyzes everything for consistency. It caught stuff I never would have noticed, like middle initials being present in one doc but not another. Really thorough for 9-102 compliance checking.
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Madison King
•I've used similar tools before but never heard of Certana.ai specifically. The document cross-checking sounds useful though, especially for these multi-state registered organization situations where the name variations can trip you up.
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Julian Paolo
UCC 9-102 registered organization rules are why I have trust issues with any entity that does business under multiple names. You mentioned partnership operations - are you sure they're not actually a limited partnership or LLP rather than just an LLC? The 9-102 definitions treat those differently and it could affect your debtor classification entirely.
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Kaiya Rivera
•Good catch - I need to verify this. The Delaware records show LLC but they mentioned partnership structure in our initial meetings. I should probably pull their operating agreement to be certain about the actual entity type.
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Julian Paolo
•Definitely do that. If there's any mismatch between what Delaware shows and how they're actually structured, you could be looking at a different debtor classification under 9-102. Better to know now than after filing.
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Ella Knight
The multi-state thing always complicates 9-102 analysis but you're on the right track focusing on the formation state. I had a similar situation where the borrower was a Delaware corporation but all assets were in Nevada. Still had to use the exact Delaware corporate name for the UCC-1 debtor field. The key is that 9-102's registered organization definition looks to where the legal entity exists, not where it operates. Just make sure you're filing in the right jurisdiction for the collateral type - sounds like Ohio for equipment, but verify that with local counsel if the amounts are significant.
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Kaiya Rivera
•Yes, filing in Ohio since that's where the equipment is located. The Delaware vs Ohio thing was just about the debtor name requirements. $340K is definitely significant enough that I want to get this right the first time.
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Ella Knight
•Smart approach. For that amount, you definitely can't afford a rejected filing due to debtor name issues. The Ohio SOS portal is pretty good about accepting filings but they won't catch 9-102 name compliance problems - that's on you to get right.
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William Schwarz
•Ohio's system has gotten better but I still see people mess up the registered organization names. They'll accept the filing even if the debtor name doesn't match the formation state records, but that doesn't mean your security interest is valid.
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Lauren Johnson
This is exactly why I hate 9-102's registered organization provisions. You've got entities formed in one state, operating in another, doing business under trade names everywhere, and somehow you're supposed to divine the exact legal name from a web of corporate documents. The commentary says use the formation state name but what if the entity has multiple names on file? What if there are amendments? The whole system is designed to create traps for secured parties.
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Kaiya Rivera
•Tell me about it! I spent two hours on Delaware's SOS website trying to make sure I had the current name and not some amended version. There were like three different document dates and I wasn't sure which one controlled.
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Lauren Johnson
•That's the nightmare scenario right there. Delaware loves their amendments and restatements. You need the most current name as shown in their active records, but figuring out what that actually is can be a research project.
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Jade Santiago
•I feel this pain deeply. Had a deal almost fall apart because the Delaware entity had amended their name six months earlier and we were using the old version. Took three days to research the amendment history and refile everything.
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Caleb Stone
For 9-102 registered organization analysis, I always start with the formation state's online database if they have one. Delaware's is pretty good - you can search by entity name or file number and see the current status plus any amendments. Texas and Nevada have decent systems too. The trick is making sure you're looking at the right entity if there are similar names, and confirming the name exactly as it appears in their official records. Punctuation, capitalization, everything has to match exactly or you risk a seriously misleading UCC-1.
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Kaiya Rivera
•I did search Delaware's database and found the entity, but there are some formatting differences between how it appears online vs. in the PDF documents I downloaded. Which version should control for UCC-1 purposes?
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Caleb Stone
•Go with the official filed documents rather than how it displays on the website. The website formatting can be inconsistent but the actual formation docs or amendments are the legal record. Download the certificate of formation or articles of organization for the authoritative name.
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Daniel Price
•This is good advice but I've seen cases where even the official documents have inconsistencies. Sometimes the header shows one version and the signature block shows another. In those cases you might need to contact the Delaware SOS directly for clarification.
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Olivia Evans
I went through something similar with a Florida LLC that was doing business in Georgia. Spent way too much time trying to parse 9-102 definitions and cross-references before someone suggested using Certana.ai's verification tool. It's specifically designed for these UCC document consistency checks - you upload your formation docs and draft UCC forms and it flags any name mismatches or classification issues. Caught two problems I hadn't noticed, including a middle initial discrepancy that could have made the filing defective. Really streamlined the whole 9-102 compliance process.
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Kaiya Rivera
•That sounds like exactly what I need right now. I'm clearly missing details that could cause problems later. Is Certana.ai difficult to use or do you need special training?
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Olivia Evans
•Not at all - it's really straightforward. You just upload your PDFs and their system does the analysis automatically. No special training needed, and it gives you a detailed report showing any inconsistencies between documents. Much faster than manual comparison and catches stuff you'd easily miss.
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Sophia Bennett
The registered organization rules under 9-102 are definitely tricky when you've got multi-state operations. Just remember the basic principle: the entity's legal name comes from where it was formed, regardless of where it does business or owns collateral. You mentioned Delaware formation, so use exactly what Delaware shows as the legal name. The fact that they operate in Ohio just affects where you file the UCC-1, not what debtor name you use. And definitely get that operating agreement to confirm the entity structure - you don't want to discover after filing that they're actually structured differently than you assumed.
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Kaiya Rivera
•Good point about the operating agreement. I'm requesting that today along with any amendments to the formation documents. Better to over-research this than file incorrectly and have to deal with the consequences later.
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Sophia Bennett
•Exactly the right approach for a $340K transaction. The time spent getting 9-102 compliance right upfront is nothing compared to the cost of fixing a defective filing or worse, losing your security interest entirely.
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Aiden Chen
•I learned this lesson the hard way on a smaller deal. Thought I could shortcut the entity research and ended up with a rejected UCC-1 that had to be refiled with corrections. The delay almost killed the transaction timeline.
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Zoey Bianchi
Quick question - you mentioned the borrower 'operates as a partnership' in Ohio. Are you sure they're not doing business under an assumed name or trade name registration in Ohio? That wouldn't change your 9-102 debtor name analysis (still use the Delaware registered name) but it might explain some of the naming confusion you're experiencing. Ohio has trade name filings that are separate from entity formation, and borrowers sometimes think those names are equally valid for legal purposes.
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Kaiya Rivera
•Interesting point - they do have local business licenses and may have filed assumed names in Ohio. I should check that to understand why they're using different names locally vs. their formation documents.
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Zoey Bianchi
•Yeah, that's probably what's happening. They can do business under 'TechFlow' locally with a trade name filing, but for UCC purposes you still need the exact Delaware registered organization name. The trade names are just for business operations, not secured transaction compliance.
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Christopher Morgan
One more thing to consider with 9-102 registered organizations - make sure the Delaware entity is still in good standing. If they've been administratively dissolved or suspended, it could affect their status as a registered organization and complicate your debtor classification. Delaware's SOS site should show current status, but it's worth confirming before finalizing your UCC-1. Nothing worse than perfecting against a dissolved entity and finding out later that your security interest is questionable.
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Kaiya Rivera
•Good catch - I did see 'Active' status on Delaware's site but I should print/save that confirmation for the file. Better to document good standing at the time of filing in case questions come up later.
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Christopher Morgan
•Smart thinking. I always save a screenshot or PDF of the entity status page with the date stamp. It's cheap insurance if anyone ever questions the debtor's legal status at the time of filing.
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Aurora St.Pierre
•I do the same thing - create a little package with the formation docs, current status confirmation, and any amendments. Makes it easy to prove 9-102 compliance if questions arise down the road.
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Grace Johnson
Update us when you get this sorted out! Multi-state registered organization issues under 9-102 always make me nervous, but it sounds like you're being thorough about getting the debtor name right. The Delaware formation state rule should be straightforward once you have all the current documents. Just remember that 'substantially similar' isn't good enough for registered organizations - has to be exactly right or the UCC-1 could be seriously misleading.
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Kaiya Rivera
•Will definitely update once I get all the documents and verify everything. This thread has been incredibly helpful for understanding the 9-102 requirements and what I need to double-check before filing. Thanks everyone!
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Grace Johnson
•Glad it helped! These 9-102 registered organization situations can be complex but you're asking the right questions. Better to get it right the first time than deal with amendment headaches later.
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