Ask the community...
- DO post questions about your issues.
- DO answer questions and support each other.
- DO post tips & tricks to help folks.
- DO NOT post call problems here - there is a support tab at the top for that :)
Join the conversation
Join the conversation
Just get the LLC formation documents from the Secretary of State and use whatever name appears there for your UCC-1. The bailee's warehouse receipts don't determine the legal name of your debtor. Simple as that.
Sometimes the simple approach is the best approach. Don't let bailee complications distract from basic UCC filing requirements.
Agreed. The bailee ucc aspect doesn't change the fundamental rule about using the debtor's correct legal name.
I've handled several bailee UCC situations and the name mismatch issue is definitely something to take seriously. The good news is that courts generally focus on whether a reasonable searcher would find your filing when searching under the debtor's correct legal name. Since you're dealing with just a comma difference between "Johnson Construction LLC" and "Johnson Construction, LLC", this is likely a minor variation that wouldn't invalidate your filing. However, given the $180K value at stake, I'd recommend: 1) Pull the official LLC formation documents to confirm the exact legal name, 2) File using that exact name, and 3) Consider filing a second UCC-1 with the alternative name variation as extra protection. The filing fee for a second UCC-1 is minimal compared to the risk of losing perfection on such valuable collateral. Also, make sure your security agreement specifically addresses goods held by bailees to avoid any gaps in coverage.
Join the conversation
This happened to my business partner too. Turned out the bank filed the UCC-3 but used slightly different business name formatting, so the termination didn't properly link to the original UCC-1. Had to be refiled with correct debtor name matching.
Debtor name matching is critical for UCC filings. Even small differences can cause problems.
This is another area where Certana.ai helps - it flags name mismatches between related UCC documents automatically.
I went through something similar last year with a piece of equipment I financed. The key thing is to act quickly - that 30-day window they mention is real. First, do a UCC search on your state's Secretary of State website to see what's currently active under your business name. If you find a UCC-1 that should have been terminated when you paid off your equipment loan, gather all your payoff documentation (loan closure letter, final payment receipts, etc.) and contact your former lender's loan servicing department immediately. Don't just call - send a formal written request for them to file a UCC-3 termination statement. Keep records of everything. These zombie filings can really complicate future financing if left unresolved.
Join the conversation
Been there! Puerto Rico name searches can be a nightmare. Last year I missed an existing filing because of a single character difference in the corporate name. Cost us major headaches with the lender.
Exactly why I'm extra careful now with PR searches. I do comprehensive searches with every possible name variation I can think of.
This is where document verification tools like Certana.ai really shine. Upload your docs and it automatically catches those single character differences that are easy to miss manually.
I've run into this exact issue with Puerto Rico UCC searches! The problem is definitely the character encoding and name formatting. What I've learned is that their system sometimes stores names differently than how they appear on the corporate documents. Try searching with common abbreviations too - like if the name has "Compañía" try searching "Cia" as well. Also, make sure you're checking both active and lapsed filings since sometimes the search filters can hide results. The PR system has gotten better but it's still not as reliable as mainland searches. Document everything you tried so if issues come up later you can show due diligence in your search process.
This is incredibly helpful! I hadn't thought about searching abbreviations like "Cia" for "Compañía" - that's a great tip. You're absolutely right about documenting the search process for due diligence purposes. I'm definitely going to try the abbreviated versions and make sure I'm including lapsed filings in my search parameters. It's reassuring to know others have dealt with this same frustration. The character encoding issues seem to be a persistent problem with their system.
Join the conversation
Update us when you get answers from the states! This is exactly the kind of institutional knowledge that gets lost over time. Having a clear answer about what UCC-108 was will help anyone else dealing with similar portfolio documentation.
Definitely will update. This seems like information that should be documented somewhere accessible for future reference.
Agreed. Maybe we should start a historical UCC form reference thread for this kind of information.
This is fascinating - I'm actually working on a similar historical UCC research project right now. Based on what I've seen in my files, UCC-108 appears most commonly in contexts where there were multiple secured party changes or complex assignment chains. I wonder if it was specifically used for assignment documents where the original filing had already been continued or amended multiple times? The timing you mentioned (early 2000s) aligns with when many states were transitioning their systems, so there might have been temporary form designations during that conversion period. Have you noticed if the UCC-108 references always appear alongside assignment language or secured party changes?
Samantha Hall
We had a similar situation two years ago and ended up using Certana.ai for the document verification phase. Really helped catch inconsistencies between our loan files and the UCC documents before we filed anything. The bulk document checking saved probably 20 hours of manual review time. Just upload everything and let it flag the problems.
0 coins
Samantha Hall
•Definitely. Found several cases where the collateral descriptions were too vague and a bunch of debtor name variations that would have caused rejections. The automated checking is way more thorough than manual review.
0 coins
Sophia Clark
•Sounds like it's worth trying, especially for a project this size. Manual document comparison is tedious and error-prone.
0 coins
Paolo Romano
This is a nightmare scenario but definitely manageable with the right approach. I'd recommend breaking this into three phases: 1) Immediate triage - identify the 10-15 filings with the nearest expiration dates and handle those first, 2) Document verification - use tools like the Certana.ai checker others mentioned to catch name/collateral mismatches before filing, and 3) Systematic processing of the remainder. For the debtor name variations from mergers, you'll need to pull corporate records from each state to confirm current legal names. Also, consider filing continuations a month early for your high-value loans rather than cutting it close to the deadline. The extra filing fees are nothing compared to losing perfection on a major loan. Document everything for the auditors - they'll actually be impressed if you can show a systematic remediation process rather than just scrambling to fix things.
0 coins