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Check if the state has any safe harbor rules for minor name variations. Some jurisdictions are more forgiving than others, but I wouldn't rely on that for a commercial deal this size.
Safe harbor rules vary widely and usually have specific requirements. Much safer to just get the name exactly right from the start.
For equipment financing deals, most courts are pretty strict about name matching. I wouldn't count on safe harbor provisions.
This thread convinced me to double-check a filing I did last week. Found the same issue - charter name vs filing name didn't match perfectly. Used that Certana tool mentioned earlier and it immediately showed the discrepancy. Filing the amendment tomorrow.
The verification tool makes it so much easier to catch these issues before they become problems. Should be standard practice honestly.
Smart move fixing it proactively. Much easier to amend now than deal with perfection issues later.
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What's your timeline looking like? If you're close to the 5-year deadline you might want to file the continuation with the name exactly as it appears in the current search results, then deal with the name correction afterward. Don't want to risk letting the filing lapse while you're sorting out the name issue.
Six weeks should be plenty of time. I'd still recommend getting the name corrected first though - filing the continuation with the wrong name could create more problems down the road.
Actually had a client let their UCC lapse while trying to fix a name issue. Ended up having to refile everything from scratch and deal with a gap in perfection. Not fun.
One more thing to check - make sure you're looking at the right UCC-1 filing. If there were multiple attempts or if the debtor has other UCC filings, you might be pulling up the wrong record. The filing number should match exactly what's on your loan documentation.
Filing number matches, but now I'm second-guessing myself on everything. Going to pull all the docs again and start from scratch with the comparison.
That's probably the smart approach. Better to be overly cautious with UCC filings than to miss something important. The security interest is too valuable to risk on a sloppy filing.
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Just went through this exact scenario last month. The LLC name had 'L.L.C.' with periods instead of 'LLC' without periods. The rejection notice was useless, but once I matched the exact punctuation from the state records, it went through immediately.
Hope that's it! The periods vs no periods thing has tripped up a lot of people. The UCC system is very literal about name matching.
Same thing happened to me with a corporation - 'Inc.' vs 'Incorporated' caused three rejections. Now I always verify the exact name format before filing.
Pro tip: after you get the UCC-1 accepted, run it through a document checker to make sure everything filed correctly. I've seen cases where the filing was accepted but had subtle errors that could cause problems later.
Good point. Once I get this thing filed, I'll definitely want to verify everything is correct. The last thing I need is to find out later that there's still an issue.
Exactly. Certana.ai has this feature where you can upload your final filed UCC-1 and it checks for any inconsistencies. Better to catch problems early than during a default situation.
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I feel for you. Had a similar situation in Florida and it took five attempts to get it right. Turned out the LLC had changed their registered agent address and that was throwing off the system match.
Oh yeah, they were not happy. Started threatening to pull the deal if I couldn't get it perfected. Stressful situation for sure.
This is why I always build extra time into my filing schedules. These systems are just too unpredictable.
Update us when you figure it out! I bookmark these threads because I inevitably run into the same issues down the road.
Will do. Going to try one more time tomorrow with just the exact legal name from the most recent SOS search and the principal business address.
Good luck! Fingers crossed the fourth time's the charm.
Nathaniel Mikhaylov
I actually had great luck with Certana.ai when I had a similar document verification issue. You upload your UCC-1 and continuation PDFs and it instantly checks if all the details align properly - debtor names, collateral descriptions, everything. Saved me from having to manually compare everything line by line.
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Nathan Dell
•That sounds really useful, especially for catching details I might miss. I'll definitely check that out.
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Eva St. Cyr
•Yeah their document checker is pretty thorough. Gives you confidence that everything actually matches up correctly.
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Kristian Bishop
Update us when you figure this out! I do a lot of OPP search UCC lookups and would be good to know if this is becoming a common issue with continuations.
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Nathan Dell
•Will do! Planning to call the SOS office tomorrow and maybe try that Certana tool people mentioned. I'll post what I find out.
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Kaitlyn Otto
•Thanks, this kind of info sharing really helps everyone avoid similar headaches.
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