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Update: I pulled our certified articles of incorporation and confirmed the official business name is "TechFlow Solutions LLC" without the comma. Going to use that for the UCC-1 and let the lender know about the discrepancy in their loan docs. Thanks everyone for the advice!
Smart move getting the certified copy. That eliminates any ambiguity about what the correct business entity name should be.
Glad you got it sorted out. This kind of business name consistency issue comes up more often than it should.
For future reference, I always recommend business owners keep a clean set of all their entity formation documents in one place specifically for UCC filings and other secured transactions. Makes these kinds of name verification questions much easier to resolve quickly.
The silver lining is that UCC filing expiration issues are fixable, just expensive and time-consuming. I've seen much worse situations where the original collateral descriptions were so vague that re-perfecting was nearly impossible. At least with equipment financing, you have specific assets that can be clearly identified and valued. Your bigger concern should be making sure this doesn't happen again - implement whatever tracking system you need to stay on top of renewal dates. The cost of good UCC management software is trivial compared to the cost of letting filings lapse.
Filing fees are usually under $100, but legal fees for document updates can run $2000-5000 depending on complexity. Plus potential appraisal costs, lien search fees, and the time value of delayed refinancing. It adds up quickly.
One more thing to consider - make sure your new UCC-1 gets filed in the correct jurisdiction. If your business has moved or changed its legal structure since 2020, the filing location might have changed too. I've seen cases where people refiled in the wrong state and created even bigger problems. The debtor's location rules can be tricky, especially for LLCs and corporations that might have changed their state of organization.
We're still in the same state and same legal entity, so that shouldn't be an issue. But good reminder to double-check the debtor information for any changes.
Even small changes like adding 'LLC' to your business name or changing registered addresses can cause UCC search issues later. Worth being extra careful about exact name matching.
Update: I checked with our closing attorney and confirmed Delaware is correct. Also ran the docs through one of those UCC verification services someone mentioned earlier and it flagged that I had a small typo in the LLC name that would have caused a rejection. Thanks everyone for the help!
Which verification service did you use? Always looking for better tools to catch these issues upfront.
Used Certana.ai - just uploaded the loan agreement and UCC-1 draft and it instantly showed the name discrepancy. Pretty slick system.
This thread is really helpful. I've got a similar situation coming up with a Nevada corporation doing business in California. Sounds like Nevada filing would be the right approach based on this discussion.
Yes, same principle applies - file where the entity is organized, not where it operates. Nevada for your corporation just like Delaware for the LLC in the original post.
Just make sure to double-check the exact corporate name in Nevada's database. Each state has slightly different formatting requirements.
Make sure you're not using any smart quotes or em-dashes that might have gotten copied from a Word document. PDF forms can be finicky about special characters that look normal but aren't standard ASCII.
I didn't think about that but it's possible. The original documents might have fancy formatting that doesn't translate well to PDF forms.
Yeah, this is a common issue when copying from Word docs or PDFs that were created with design software.
Update us when you figure it out! I bookmark these threads because I always run into similar issues and it helps to see what actually worked for people.
Same here, these PDF formatting issues are becoming more common and it's good to know what solutions actually work.
Paolo Ricci
Just want to echo what others have said about getting the debtor name exactly right. We had a situation where a single-letter typo in the entity name caused perfection issues during a bankruptcy proceeding. Cost the client their security position on a $8M loan.
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Paolo Ricci
•Yeah, it's one of those things that seems minor until it becomes a major problem. Triple-check everything.
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Ava Garcia
•This is exactly why automated document checking is so valuable. Catches those human errors that can be so costly.
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Amina Toure
One more thing to consider - make sure your security agreement language aligns with what you're putting in the UCC filing. I've seen situations where the collateral description in the UCC didn't match the underlying agreement, which created perfection gaps.
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Amina Toure
•Definitely worth the extra review. Consistency between all the documents is crucial for proper perfection.
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Sofia Morales
•I always run the security agreement and UCC-1 by legal before filing. Saves headaches later.
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