UCC Document Community

UPDATE: Called Minnesota SOS and they confirmed the exact name should be "ABC Manufacturing, LLC" with the comma. Refiled this morning and got acceptance confirmation an hour later. Crisis averted! Thanks everyone for the quick responses on the minnesota rule 220 ucc requirements.

This is a perfect case study for why I always recommend doing a preliminary entity search before any UCC filing. Minnesota Rule 220 has burned me before too - learned to pull the official articles directly from their business database rather than relying on what the client provides. The comma issue is super common with LLCs. For future reference, I've started building a checklist that includes verifying the exact legal name format, checking for any amendments to articles, and confirming there are no pending name changes. Saves so much stress when you're up against closing deadlines like this. Glad you got it resolved quickly!

The Article 9 sales UCC process has gotten easier with electronic filings, but coordination between parties is still the biggest challenge. Everyone needs to communicate about timing and document requirements.

Thanks everyone for the detailed responses! This has been incredibly helpful. Based on what I'm reading, it sounds like the key steps for our Article 9 sales UCC process are: 1) Get written lender authorization (done), 2) Coordinate timing with buyer's lender for their UCC-1 filing, 3) Execute sale with proper documentation, 4) Ensure our lender files UCC-3 partial release within 5 business days, and 5) Verify all document consistency throughout. I'm definitely going to use a document verification tool like Certana.ai to catch any name or collateral description inconsistencies before we submit anything. The coordination timeline approach sounds essential - I'll create a detailed schedule that all parties can sign off on. Really appreciate the practical advice from people who've actually been through this process!

Had the exact same issue with a continuation filing. Ended up using that Certana tool someone mentioned earlier to verify my documents were consistent, then called the SOS office. Turned out there was a processing glitch on their end that affected about 50 filings from that week. They fixed it within a few days.

Great to see you got it resolved! I'm new to UCC filings and this thread is super helpful. Question for everyone - is there a way to prevent these name discrepancy issues from happening in the first place? Like should I always copy/paste the exact entity name from the Secretary of State records when filing instead of typing it manually?

One thing to watch out for with restaurant equipment - make sure your collateral description is specific enough but not too specific. Section 102 talks about sufficiency of collateral descriptions and you want to capture all the equipment without being so detailed that you miss something. I usually go with something like 'all restaurant equipment, kitchen equipment, furniture, fixtures, and inventory now owned or hereafter acquired' to cast a wide net.

I'm new to UCC filings and this thread has been incredibly helpful! I'm currently dealing with a similar situation where my borrower's LLC name appears differently on various documents. From what I'm reading here, it sounds like the absolute key is matching exactly what's in the Secretary of State database, character for character. Can someone clarify - when you say "organizational documents," are we always referring to the original articles of incorporation/organization, or should I be looking at the most recent amendments or certificates of good standing? I want to make sure I understand the hierarchy of which document takes precedence for the debtor name under section 102.

One thing I'd strongly recommend is creating a detailed checklist before you start the subordination process. From my experience helping clients through this, the most common mistakes happen because people skip basic verification steps. Start by confirming: 1) Your UCC-1 is still active and hasn't lapsed, 2) All entity names match exactly across your corporate docs and UCC filing, 3) The collateral descriptions in your original filing actually cover the equipment you're financing, and 4) Both lenders are clear on whether this is partial or full subordination. I've seen deals delayed weeks because someone assumed their 3-year-old UCC filing was still good without checking, or because there were minor name variations that created legal uncertainty. Also, get a written timeline from both lenders upfront - inventory lenders often need more time for subordination review than equipment lenders expect. The extra hour spent on verification at the beginning will save you days of headaches later.

Just wanted to add something that saved us significant time and potential legal issues - before you even start drafting the subordination agreement, run a comprehensive UCC search in your state to see if there are any other liens or encumbrances on your equipment or inventory that you might not be aware of. We discovered an old mechanic's lien from equipment repairs that was still on file, which could have complicated our subordination if we hadn't caught it early. Also, consider whether your insurance policies need to be updated to reflect the new lien priority structure - some lenders require specific loss payee language that corresponds to their lien position. Finally, if you're dealing with specialized equipment, make sure both lenders understand exactly what they're getting security interests in. Our equipment lender initially balked when they realized some of our "manufacturing equipment" was actually leased rather than owned, which required additional documentation to clarify what collateral was actually available for the subordination.