UCC Document Community

Update us when you get it figured out! I'm curious which format ends up working since I deal with Texas UCC filings regularly and this could help with future situations.

Giovanni, I've been through this exact headache with Texas UCC filings multiple times. The comma issue is definitely the most common culprit, but here's another tip that might save you time: Texas SOS sometimes has lag between their entity database and their UCC filing system. If the LLC was formed recently (within the last 60 days), the UCC system might not have picked up the name format yet. You can try calling their UCC division directly at 512-463-5555 and they'll often do a manual name verification over the phone. Also, make sure you're not accidentally including any extra spaces at the end of the name field - that's caught me before too.

Bottom line: UCC Article 9's definition of security interest is intentionally broad to cover all types of consensual security arrangements. Your 'lien and security' language absolutely creates a security interest. The attorney knows this and is just creating noise hoping you'll settle for less than full payment.

Don't let them shake your confidence! I've been handling UCC matters for 15 years and this is textbook debtor attorney gamesmanship. The UCC specifically avoided requiring magic words precisely because courts were getting bogged down in formalistic arguments like this. Your loan docs create a security interest by granting rights in collateral to secure the debt - that's literally all UCC 9-203 requires for attachment. The fact that you used 'lien' and 'security' instead of 'security interest' is completely irrelevant. I'd recommend sending their attorney a copy of the UCC 9-102 definition and some case law showing courts reject these semantic arguments. Stand your ground and don't amend anything - your position is rock solid.

One more thought - if you're still having trouble after getting the certified docs, consider having your borrower file a name reservation or assumed name filing to clean up any inconsistencies in the state records. Sometimes that's the only way to get everything aligned.

Romeo, I feel your pain with Idaho's UCC system! One thing that's helped me avoid rejections is double-checking the entity's status with the Secretary of State before filing. Sometimes companies change their registered names during amendments or mergers and the old name becomes invalid. Also, if you're really pressed for time, you might consider filing a UCC-1 with the name as it appears in their most recent good standing certificate - that's usually the safest bet for getting through Idaho's system on the first try.

Just went through this same frustration last month with a California equipment purchase. Ended up finding liens that weren't showing in the basic search by checking the seller's credit report and asking their bank directly about existing security interests. Sometimes the indirect approach works better than relying on the SOS portal.

Another approach that's helped me with tricky California UCC searches is to contact the secured parties directly if you can identify them from partial search results. Even if the SOS portal isn't showing complete records, lenders are usually willing to confirm lien status and provide UCC-3 termination statements if the debt has been satisfied. For a $180k equipment deal, it's worth the extra phone calls to make sure you're not inheriting someone else's security interests.

Delaware's UCC system is definitely not the most user-friendly, but it's workable once you know its quirks. The key is being systematic about trying different name variations and not trusting any single search result as comprehensive.

For equipment deals like this, I always recommend doing a comprehensive search strategy. Start with the exact legal name from their certificate of formation, then systematically try variations: with/without punctuation, abbreviated entity types (LLC vs L.L.C.), and common misspellings. Don't forget to search for any predecessor entities if they've gone through mergers or name changes. The Delaware system requires patience, but missing a UCC filing on a $180K deal isn't worth the risk. Also consider ordering official UCC search certificates from Delaware if you need defensible documentation for your transaction.