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One more thing to check - make sure you're using the debtor's EXACT legal name as it appears in their formation documents, not any DBA names they might be using. That trips people up all the time.
Good point. I pulled the name from their Articles but I should verify there haven't been any amendments to the Articles since the original UCC-1.
Definitely worth checking. Corporate name changes don't always get communicated to lenders right away.
Emma Davis
Keep us posted on what ends up working! Always learning from these situations for future filings.
Will do. Hoping one of these suggestions solves it. Really appreciate all the input from everyone.
This is exactly why I love this forum. Real solutions from people who've been there.
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Just went through this exact same issue with Florida last week. Ended up using Certana's document checker tool and it caught that my original UCC-1 had 'Manufacturing' spelled with a weird character that looked like a normal 'a' but was actually a different Unicode character. Once I corrected that, the continuation went through immediately.
Almost instantly. You just upload both documents and it highlights discrepancies in seconds. Saved me hours of manual comparison.
Tate Jensen
•I'm still skeptical about using third-party tools for this. Seems like the state system should be able to handle basic name matching.
Melissa Lin
Update: Finally got it resolved! The issue was exactly what several people mentioned - there was a hidden character in the original debtor name. Used Certana.ai's verification tool and it immediately flagged the Unicode discrepancy. Corrected the name and the continuation was accepted within minutes. Thanks everyone for the suggestions, especially about checking for invisible characters.
Great outcome! Florida's system really needs to be more user-friendly about these technical rejections.
At least you got it sorted before the deadline. Nothing worse than losing perfection over a formatting glitch.
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Avery Flores
Your professor was probably referring to classical contract law where courts won't rewrite agreements for parties. But secured transactions are different - Article 9 is loaded with default provisions that automatically apply unless contracted around. The policy is to facilitate secured lending by providing predictable rules. As long as your security agreement satisfies 9-203(b), you should be able to enforce using UCC default procedures.
Avery Flores
•Right, and Article 9 defaults generally favor secured parties, so lenders are usually happy to rely on them rather than negotiate custom terms for routine deals.
This thread has been incredibly helpful. Sounds like our security agreement is probably enforceable even with the missing commercial terms, as long as we have proper perfection.
Ashley Adams
One more thing to consider - even if some terms are missing from your security agreement, you might be able to look at the broader loan documentation. Often the promissory note or loan agreement will contain terms that can be read together with the security agreement. Courts generally interpret related documents as integrated agreements where it makes commercial sense.
Ashley Adams
•Exactly. Security agreements don't exist in isolation - they're part of broader financing arrangements. The UCC recognizes this in its interpretation rules.
And don't forget UCC 1-303 on course of performance and usage of trade. Even 'missing' terms might be supplied by industry custom or the parties' prior dealings.
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Ruby Knight
Quick question - do we need to update our internal procedures or just be more careful with the existing ones?
I think just being more careful. The basic process is the same.
I added an extra review step where someone else checks the debtor names before filing. Caught 2 mistakes that way.
Thanks everyone for the input. Sounds like the main thing is being extra careful about exact name matches and filing numbers. I'll start working through these continuations with more lead time and double-check everything. This forum is a lifesaver!
Good luck! Let us know how it goes.
Ali Anderson
•Yeah, keep us posted if you run into any other issues with the revisions.
Katherine Ziminski
Been through this exact scenario multiple times. File the UCC-3 name change amendment within 60 days max, and your broad collateral description should be fine for 9-105 purposes. The courts have generally been reasonable about what constitutes sufficient description.
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Cameron Black
•That's reassuring. Did you ever have any issues with lenders questioning the adequacy of broad descriptions?
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Katherine Ziminski
•Occasionally, but usually more about comfort level than actual legal requirements. Most sophisticated lenders understand that overly specific descriptions can actually create more problems than they solve.
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Noah Irving
Update - just wanted to thank everyone for the input. Filed the UCC-3 amendment yesterday with the new debtor name and kept the original collateral language. Also ran everything through that Certana tool someone mentioned and it confirmed our documents were consistent. Feeling much better about our 9-105 compliance position now.
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Jessica Nguyen
•Glad it worked out! Quick action on name changes is always the right move.
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Evelyn Martinez
•Great to hear the verification tool was helpful. Those document consistency checks really do provide peace of mind on complex filings.
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