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Update us on what Delaware tells you! This is a common enough issue that their guidance would be helpful for all of us dealing with international entities.
Will do. Planning to call them first thing Monday and will report back with what they say.
Really interested to hear their response. I have a similar filing coming up next month with a Spanish entity.
In the meantime, you might want to prepare both versions of the UCC-1 - one with accents and one without - so you're ready to file whichever format Delaware recommends. Just don't submit both obviously.
Good thinking. Having both versions ready will save time once you get the official guidance.
And make sure to document Delaware's guidance in your file. If there's ever a question later about why you used a particular name format, you'll have the state's official position.
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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.
That's reassuring. Did you ever have any issues with lenders questioning the adequacy of broad descriptions?
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.
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.
Glad it worked out! Quick action on name changes is always the right move.
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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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.
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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.
I'm still skeptical about using third-party tools for this. Seems like the state system should be able to handle basic name matching.
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.
Yara Abboud
Maryland UCC filings are online now so at least you'll get the rejection notice quickly. In the old paper days you'd wait weeks just to find out about a name mismatch. Still frustrating but at least the turnaround is faster.
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PixelPioneer
•True, the electronic system is much faster for both submissions and rejections. Usually know within a few hours if there's a problem.
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Keisha Williams
•Yeah but the rejection notices are still cryptic. They need to be more specific about exactly what doesn't match.
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Paolo Rizzo
Update us when you figure out the correct name format! I do a lot of Maryland filings and would love to know what the issue was. These name matching problems seem to be getting worse, not better.
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QuantumQueen
•Will do! I'm going to try the Certana verification tool that a couple people mentioned, and also request the certified formation docs to compare. Hopefully one of those approaches works.
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Amina Sy
•Good luck! Maryland can be tricky but once you get the exact name format down they're actually pretty efficient with processing.
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