UCC Document Community

This whole thread is a good reminder that UCC code article 9 doesn't leave much room for error when it comes to debtor names. I'm bookmarking this for future reference - lots of good practical advice here.

As someone who's been burned by UCC name variations before, I can't stress enough how critical it is to get this right the first time. The "seriously misleading" standard under Article 9 is ruthless - I've seen cases where a single missing period invalidated an entire security interest. Your instinct to be paranoid is absolutely correct with $850K on the line. One thing that's helped me is creating a checklist: 1) Pull certified articles of organization directly from SOS, 2) Use EXACT formatting including all punctuation, 3) Ignore DBAs completely for legal name purposes, 4) Run a test search to verify the filing would be discoverable. The few extra hours of verification work is nothing compared to the potential liability if you get it wrong.

Final thought on this - document everything you're doing to research and correct this issue. If it ever becomes a problem later, you'll want to show that you acted diligently to perfect your security interest. Keep copies of your searches, the state business entity records, and any amendments you file. Good luck!

This is such a common issue that drives everyone crazy! I've been dealing with UCC filings for about 8 years and name variations are probably the #1 source of sleepless nights for secured lenders. Your situation with the comma and periods is actually pretty typical - I see it all the time with LLC names especially. Here's what I always tell my team: when in doubt, file multiple UCC-1s with different name variations if you're really worried, or do what others mentioned and file a UCC-3 amendment to clean it up. The good news is that New Jersey courts have generally been reasonable about minor punctuation differences, but you're absolutely right to be cautious on a $485K deal. Also, definitely pull those Articles of Organization from the state - that's your gold standard for the legal name. The filing fee is usually worth the peace of mind.

Update: I ended up running the same search through three different sources including direct state portal access. CT Corporation was missing two filings - the recent UCC-1 I mentioned plus an older UCC-3 amendment from last year. Both showed up immediately on the Delaware SOS site. Really makes you wonder what else they're missing that I haven't caught yet. Going to have to budget more time for verification going forward.

This is exactly why I've started treating third-party UCC searches as a starting point rather than the definitive answer. The inconsistencies you're finding aren't just CT Corp - I've seen similar issues with other major providers too. What's particularly concerning is that these gaps seem to be getting worse, not better. I wonder if it's because states are updating their systems faster than the commercial services can keep up, or if there are fundamental issues with how they're pulling and processing the data. Either way, it's created a real trust problem in the market. Has anyone found a commercial service that's actually reliable for real-time UCC data, or are we all just stuck with the manual verification approach now?

Document review is so critical in secured transactions. I always triple-check that we have proper attachment before filing anything. 9203 doesn't give you much wiggle room.

This is a tough spot but not uncommon. First, immediately check if your loan agreement contains any security language - sometimes there's a clause granting a security interest that could satisfy 9203 even without a separate security agreement. Second, reach out to the borrower ASAP to get a proper security agreement signed. While this won't give you retroactive attachment, it's better than remaining unsecured. Third, consider having your legal team review the entire transaction to see if there are any other documents that might establish authentication. Time is critical here - the longer you wait, the more risk you have of other creditors gaining priority or the debtor's situation deteriorating.

Update: Just got off the phone with XYZ Capital and they confirmed they'll file the UCC-3 assignment by end of week. They said they were waiting for some internal approvals but agreed it should have been done already. I'm going to follow up Friday to make sure it actually gets filed. Thanks everyone for the advice - this forum is a lifesaver!

As a newcomer to this community, I'm finding this thread incredibly helpful! I'm actually in a similar situation - my business loan was just transferred to a new lender last week and I had no idea about the UCC assignment requirements. Reading through everyone's experiences here has given me a clear action plan. I'm going to call my new lender tomorrow and ask about their timeline for filing the UCC-3 assignment. It's reassuring to know this is a common issue and that there are specific steps I can take to stay on top of it. Thank you all for sharing your knowledge!