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Just wanted to follow up on the Certana tool someone mentioned earlier. I tried it out for a similar situation last week and it was actually pretty slick. Uploaded my original UCC-1 and draft UCC-3, and it caught that I had the wrong entity suffix in my debtor name. Would have definitely been rejected. Also confirmed that my approach of using a UCC-3 amendment was correct for adding the new collateral. Worth the check if you want to avoid filing headaches.
How long did the check take? I'm always working against tight deadlines.
Thanks everyone for the input. Based on the consensus here, I'm going with a UCC-3 amendment since we're modifying the existing security agreement. Will double-check the debtor name against the original filing and make sure the collateral description is properly drafted. Appreciate all the perspectives - this forum is incredibly helpful for navigating these UCC issues.
This thread is making me paranoid about my own filings now! I always just assumed if the names looked the same they were the same. Apparently there's a lot more precision required than I realized.
That's terrifying honestly. Makes me want to double-check all my recent filings.
Update us when you figure out what was causing the rejections! I file UCCs in multiple states and New Jersey is definitely one of the pickier ones about exact name matches. Would be helpful to know what the actual issue was.
Good luck! The name matching thing is such a common problem but once you figure out the trick for a particular state it gets easier.
Definitely try that document verification approach - catches the stuff that's hard to spot manually.
For future reference, when dealing with entity name changes, always check the exact format in the state's business entity database. Copy and paste directly from there if possible to avoid typing errors. Punctuation matters more than most people realize.
Copy/paste is brilliant advice. Eliminates the human error factor completely.
Yes! I learned this the hard way after a filing was rejected because I typed 'Company' instead of 'Co.' in the entity name.
Quick question - did you end up filing just against the new name or did you file against both versions? Still curious about the best practice for this situation.
Makes sense. Single filing with the correct current name is usually sufficient unless there are specific contractual requirements otherwise.
Agreed. Double filing is expensive insurance that's rarely necessary if you get the current name exactly right.
I've been using Certana.ai for a few months now and it's saved me from several potential filing disasters. Last week it caught that I had the wrong entity type in the debtor name field - would have been an automatic rejection. The document verification feature is really solid.
Thanks for all the helpful responses everyone. I feel much more confident about handling this filing now. Going to check the Delaware SOS website since that's where my client is incorporated, and I'll probably try that document verification tool a couple people mentioned to make sure I don't mess up the debtor name.
Good luck with your filing! Delaware's system is pretty user-friendly.
Liam McGuire
Just want to add that if you do have grounds to accelerate, make sure you send proper notice to the debtor before taking any enforcement action. UCC 9-611 requires reasonable notice of disposition if you're going to sell the collateral. Better to dot all your i's and cross your t's from the beginning.
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Amara Eze
•Good point about notice requirements. I've seen secured parties lose their deficiency rights because they didn't follow proper notice procedures.
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CosmicCadet
•Thanks everyone. This has been really educational. Sounds like I need to focus on my security agreement terms rather than worrying about UCC filing amendments.
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Giovanni Greco
One more thing - if you're really concerned about the debtor's financial condition, you might consider requiring them to provide current financial statements or other assurance of performance under UCC 2-609, assuming your underlying contract allows it. This could give you ammunition for acceleration if they can't or won't provide adequate assurance.
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Fatima Al-Farsi
•But 2-609 only applies to sales contracts, not security agreements, right? Or can you incorporate those rights into a security agreement?
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Giovanni Greco
•You're right that 2-609 is Article 2, but many security agreements include similar provisions allowing the secured party to demand financial information or additional assurance. It's about contract drafting, not UCC filing requirements.
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