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Angelina Farar

UCC filing for short form ip security agreement - debtor name issues

Having major headaches with a UCC-1 filing for our short form ip security agreement. We're securing intellectual property rights for a tech startup acquisition and the debtor name on our security agreement doesn't exactly match what's showing up in the state business records. The agreement lists "TechFlow Solutions LLC" but the state shows "TechFlow Solutions, LLC" with the comma. Our lender is freaking out because they think this name mismatch could invalidate the entire security interest in the IP portfolio. The collateral description covers patents, trademarks, copyrights, and trade secrets - pretty standard IP security language. But if the debtor name is wrong on the UCC-1, does that mean we have no perfected security interest? This is a $2.8M deal and we can't afford to mess this up. Anyone dealt with punctuation issues like this in IP security agreements? The filing deadline is coming up fast and I need to know if we should refile or if the current version will hold up.

Update: We decided to refile the UCC-1 with the exact debtor name from state records (including the comma). Used one of those document checking tools mentioned earlier to verify everything matched perfectly before submitting. The new filing was accepted within hours and our lender is satisfied. Thanks for all the advice - better safe than sorry with IP security!

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Great outcome. This is exactly why we always recommend being conservative with debtor names on high-value IP deals.

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Huge relief! The closing went smoothly and everyone was confident in the perfected security interest. Definitely learned my lesson about debtor name accuracy.

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This thread should be required reading for anyone doing IP security work. The number of deals I've seen with perfection issues due to sloppy UCC filings is staggering.

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Absolutely agree. IP security agreements require extra attention to detail because the collateral is so valuable but intangible.

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I'm bookmarking this discussion for future reference. Great real-world example of how to handle debtor name issues correctly.

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Sofia Morales

UCC search Kansas filing showing wrong debtor address - can this void my security interest?

Running into a weird situation with a UCC search Kansas result that's got me concerned about my lien position. Filed a UCC-1 last month for equipment financing deal and when I pulled the search results to verify everything went through, the debtor address is showing completely different than what we submitted. We filed with the correct business address but the Kansas UCC search is displaying an old registered agent address from 2019. The debtor name matches perfectly and the filing number is correct, but this address discrepancy has me worried. Could this create problems if we need to enforce? The collateral description looks fine and shows our equipment serial numbers correctly. Has anyone dealt with Kansas SOS displaying wrong addresses on UCC searches even when the original filing had the right info? Not sure if this is just a display issue or if it could actually impact the validity of our security interest.

For what it's worth, I've never seen a UCC challenged successfully based on address discrepancies in Kansas. The courts understand that the Secretary of State's system has these display issues. Your security interest is almost certainly fine.

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That's exactly what I needed to hear. Thanks for the real-world perspective on how courts actually handle these situations.

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Agreed. The case law is pretty clear that minor address variations don't invalidate filings when the debtor name is sufficient for identification purposes.

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Update on this - just got off the phone with Kansas SOS and they confirmed this is a known display issue. They said the actual filed documents have the correct information and the search results sometimes pull addresses from different database fields. They're supposedly working on a fix but no timeline. At least I can stop worrying about it now!

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Lol 'working on a fix with no timeline' - government speak for 'maybe we'll get to it in 2030

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Thanks for making that call and reporting back. Really appreciate everyone's help on this thread - saved me a lot of stress and probably an unnecessary amendment filing!

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MidnightRider

UCC-3 Amendment rejected - written security agreement clause causing debtor name mismatch

Has anyone dealt with a UCC-3 amendment getting rejected because the debtor name on your written security agreement doesn't exactly match what's on file? We're trying to amend our collateral description for a $2.8M equipment loan but the SOS keeps bouncing it back. Our original UCC-1 from 2019 has the debtor listed as "ABC Manufacturing LLC" but our written security agreement shows "ABC Manufacturing, LLC" (with the comma). The loan documents all reference the written security agreement version with the comma, but now we can't get our amendment through. This is holding up a major refinancing and I'm not sure if we need to file a whole new UCC-1 or if there's a way to fix this through the amendment process. The lender is getting antsy about the lien perfection gap.

Just want to echo what others said about checking the official entity records first. I made the mistake once of using the name from a contract instead of the Secretary of State database and it caused a huge mess. Now I always verify against official records before drafting any written security agreement.

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Good reminder. The contracts team doesn't always use the exact legal entity name.

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Exactly - they use whatever sounds better or fits on the signature line, but that's not always the legal name for UCC purposes.

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Hope this works out for you! Refinancing delays over UCC technicalities are the worst. Keep us posted on whether the correction approach works.

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Will do - this thread has been super helpful. At least I know I'm not the only one dealing with these name matching headaches.

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definitely not alone - seems like every other deal has some version of this issue

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Statiia Aarssizan

UCC Search Tulsa County - Filed UCC-1 but Can't Find It in System

I filed a UCC-1 financing statement for my equipment loan last month and the filing was accepted by Oklahoma SOS, but when I try to do a UCC search Tulsa County to verify it's showing up properly, I'm getting inconsistent results. The debtor name on my filing is "Advanced Manufacturing Solutions LLC" but sometimes searches pull it up and sometimes they don't. I'm worried there might be a name variation issue that could affect my lien priority. Has anyone else had problems with UCC search results being spotty? I need to make sure this filing is solid before we close on additional financing next week.

Just to add another perspective - I use Certana.ai regularly for UCC document verification and it's caught several name mismatches that would have been easy to miss manually. Definitely worth checking if you're unsure about the accuracy.

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Thanks for the recommendation. I think I'll give it a try before our closing next week.

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Good call. Better to catch any issues now than discover them during due diligence.

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Update us on how it turns out! I'm dealing with something similar in Creek County and curious to see how you resolve the search inconsistency.

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Will do. Planning to check the Articles of Incorporation first thing tomorrow morning and then decide on the amendment.

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Smart approach. The name accuracy is crucial for maintaining your lien priority.

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Melissa Lin

UCC 9-308 perfection requirements - equipment lease confusion

I'm dealing with a secured transaction involving commercial kitchen equipment and I'm completely lost on UCC 9-308 perfection requirements. The lease agreement we signed last month has a security interest clause but I'm not sure if our lender properly perfected their interest. The equipment was delivered to our restaurant location in January but I just discovered there might be issues with how the UCC-1 was filed. The debtor name on the financing statement doesn't exactly match our LLC registration and I'm worried this could affect the perfection under 9-308. Has anyone dealt with similar perfection timing issues? I need to understand if there's a window where we were vulnerable or if the security interest is properly perfected despite the name discrepancy.

I had a similar name discrepancy issue and ended up using one of those document checking services. Really glad I did because it caught several other inconsistencies I hadn't noticed. For perfection under 9-308, you want everything to align perfectly.

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Which service did you use? I'm dealing with multiple UCC filings and could use something automated.

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Certana.ai - just upload your docs and it flags any mismatches immediately. Saved me a lot of manual checking.

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Bottom line with UCC 9-308 perfection - if attachment happened (sounds like it did) and the UCC-1 was filed properly (questionable due to name issue), then you have perfection from the filing date. Get that name corrected with a UCC-3 and you should be in good shape going forward.

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Thanks everyone. I think I'll push for the amendment just to be absolutely sure about perfection.

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Smart move. Perfection problems are much harder to fix after the fact.

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