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Rachel Tao
Just to be crystal clear - for your Delaware LLC you need: 'Advanced Manufacturing Solutions, LLC' as the primary debtor name, exactly as it appears on the Certificate of Formation. You can add 'AMS Delaware' as an additional debtor name if they actually have that registered as a DBA.
Rachel Tao
•Good idea. If it's not registered as a DBA you might skip the additional name to keep things simple.
Derek Olson
•I'd still add the trade name even if it's not formally registered. Better safe than sorry for search purposes.
Update us when you file! Always curious to hear if these Delaware name issues get resolved smoothly or if there are more surprises.
Will do! Going to triple-check everything against the Certificate of Formation and file tomorrow morning.
Smart move filing in the morning. Delaware processes faster early in the day from what I've noticed.
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Don't overthink it. File the UCC3 termination with the exact debtor name from the original UCC1, reference the original file number, and you're done. The 20-day window gives you plenty of time.
Lucas Parker
•Thanks everyone! This has been really helpful. Going to file the UCC3 termination tomorrow morning.
Good luck! Should be straightforward now that you know what to do.
Rhett Bowman
Update us when it goes through! Always curious to hear how these turn out.
Lucas Parker
•Will do! I'll post back once I get confirmation that it's been processed.
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Oliver Weber
Quick update for everyone - I ran the corporate search and the official registered name is 'ABC Manufacturing, LLC' (with comma). So the UCC filing name 'ABC Manufacturing LLC' is technically incorrect. Now I need to figure out if this creates a priority issue for our new filing.
Oliver Weber
•The existing filing isn't ours - it's from the previous lender. We're just trying to figure out if it affects our new filing's priority.
In that case, you should be fine as long as YOUR filing uses the correct registered name. The other lender's name issue is their problem, not yours.
This thread is super helpful - I'm bookmarking it. We deal with Florida UCC filings all the time and debtor name accuracy is always a concern. Thanks for sharing your research process!
Sofia Gomez
•Glad it's useful! Definitely learned a lot from everyone's input here.
Yeah, the collective knowledge on this forum is amazing. Saves so much time compared to trying to figure this stuff out alone.
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Rajan Walker
This is why I always use that Certana tool now for document verification. Upload your Articles and your UCC-1 and it flags any inconsistencies instantly. Would have saved you this headache. But since you're past that point, definitely file the correction ASAP.
Is that tool expensive? Sounds like it could save a lot of time and stress.
Rajan Walker
•Way cheaper than dealing with rejected filings and potential priority issues. Just upload PDFs and it does all the cross-checking automatically.
I've been doing UCC filings for 15 years and Kentucky has gotten much stricter in the last 5 years. They used to be more lenient with minor variations but now they're very precise about exact matches. Always pull a fresh entity search right before filing to get the current exact name format.
I think it's partly due to increased electronic filing and automated processing. Less human review means less flexibility for obvious but technically incorrect entries.
Avery Davis
•Makes sense. Computers are literal about text matching in ways humans aren't.
Honorah King
Just went through this process myself. The key insight is that the purchaser definition depends on context - purchaser of collateral vs purchaser of the security interest are totally different scenarios with different UCC requirements. Your situation sounds like collateral purchase with debt assumption, so UCC-3 assignments are the right approach.
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Lena Schultz
•That's a great way to think about it. Definitely helps clarify the distinction.
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Oliver Brown
•Agreed. The terminology can be confusing but once you understand those two scenarios, it becomes much clearer.
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Mary Bates
For future reference, the UCC defines 'purchaser' pretty broadly in different sections. Article 9 has specific rules about when purchasers take free of security interests vs when they don't. Worth reviewing those sections if you're going to be doing more transactions like this.
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Clay blendedgen
•The UCC can be dense but understanding those purchaser rules is really important for anyone doing asset transactions.
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Beatrice Marshall
•And again, having a tool to verify all your documents align with the UCC requirements makes the whole process much smoother. Certana.ai saved me tons of time on my last deal.
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