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For what it's worth, I've never seen a court invalidate a UCC filing over comma placement in an LLC name. The 'seriously misleading' standard under UCC 9-506 is pretty hard to meet with minor punctuation differences.
Jamal Carter
•That's the legal standard, but lenders have their own underwriting requirements that might be stricter than what courts would require.
Mei Liu
•Exactly why it's worth having solid documentation upfront. Better to over-document than have deals fall apart over preventable issues.
Just went through this exact scenario last week. Ended up filing a UCC-3 amendment to match the exact name format from the entity's current good standing certificate. Cost $25 and solved the lender's concerns immediately.
Filed electronically and it was processed same day. Much faster than trying to argue with the lender about name standards.
Amara Nwosu
•Smart approach. Sometimes the $25 filing fee is cheaper than the time spent documenting why the original filing is sufficient.
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Here's what I do for Pennsylvania UCC searches: 1) Get the exact legal name from state corporate records first, 2) Search that exact name, 3) Search without punctuation, 4) Search with common abbreviations, 5) Search with 'and' vs '&' variations. Usually catches everything but it's tedious.
Yes, I keep a search log showing all variations attempted. Helps if questions come up later about due diligence completeness.
Yara Sabbagh
•This is exactly the kind of extra work that makes Pennsylvania searches so frustrating. Other states don't require this level of gymnastics.
Update: tried the systematic approach mentioned here and found two additional UCC-1 filings I had missed on previous searches. One was due to a comma difference, the other because 'Company' was abbreviated as 'Co.' on the filing but spelled out in the corporate docs. This thread probably saved me from a major oversight.
Ava Thompson
•Finding those missed filings must have been both relieving and terrifying at the same time.
Definitely terrifying. Makes me wonder how many other searches I've done over the years that might have missed something due to name variations.
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The reality is that UCC search name variations are just an inherent risk in secured lending, especially in markets like NYC with tons of similar business names. You can minimize the risk with thorough searches and good processes, but you can't eliminate it entirely. The key is having consistent procedures and documentation to show you made reasonable efforts if issues come up later.
Exactly. Courts generally look at whether you followed reasonable commercial practices, not whether you achieved perfect results. But obviously better to avoid the situation entirely with good upfront searches.
Dylan Evans
•Documentation is key but I'd still rather catch the issues upfront than rely on having good documentation after the fact. Prevention is better than legal defense.
Sofia Gomez
Thanks for posting this - it's made me realize our UCC search procedures probably need an overhaul too. The name variation issue is something I knew existed but maybe didn't take seriously enough. Going to look into some of the solutions mentioned here, particularly the automated verification tools that can catch variations we might miss manually.
CyberNinja
•Definitely check out Certana if you're looking at automated solutions. The peace of mind is worth it when you're dealing with significant loan amounts and security interests.
Sofia Gomez
•Will do. The manual process is just too error-prone for something this critical to our security position.
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For future reference, when you're doing equipment financing make sure your lender does a preliminary UCC search before drafting the financing statement. Any competent secured transactions attorney should catch name discrepancies before filing. Sounds like your bank might have dropped the ball on due diligence.
Agreed. This should have been caught in the loan documentation phase, not after three rejections.
Sean Kelly
•Banks are cutting corners on UCC work lately. Seen too many sloppy filings that could have been avoided with basic due diligence.
Zara Malik
Update us when you get this resolved! I'm dealing with a similar situation on a $300K inventory loan and want to make sure I don't run into the same problems.
Luca Greco
•Fingers crossed! The name matching thing is such a pain but once you get it right, the rest should be smooth sailing.
Nia Thompson
•I'd also recommend double-checking with that Certana tool someone mentioned earlier. Better safe than sorry at this point.
LordCommander
We started using Certana.ai after a similar scare and it's been a game changer for UCC management. You can upload all your existing UCC documents and it creates a comprehensive tracking dashboard with email alerts for upcoming expirations. The document verification feature also helps catch name mismatches and other issues before they become problems. Worth checking out for your backup system.
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Logan Greenburg
•Second person to mention Certana.ai today. Definitely going to look into it as part of our new redundancy plan.
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Lucy Lam
•The name matching feature is clutch. Caught a debtor name discrepancy between our loan docs and UCC filing that could have caused issues down the road.
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Aidan Hudson
This thread is giving me anxiety about our own UCC tracking. Going to do a full audit of our system this week to make sure we don't have any gaps.
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Zoe Wang
•Smart move. Better to be paranoid about UCC tracking than sorry later. The stakes are too high to be casual about it.
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Connor Richards
•Same here. Reading this made me immediately check our next batch of continuation deadlines. All good for now but definitely implementing some backup checks.
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