Business UCC Filing Name Mismatch - Entity Formation vs Loan Documents
I'm dealing with what seems like a straightforward business UCC filing but hit a snag with debtor name consistency. Our LLC was formed as "TechFlow Solutions LLC" in our articles of incorporation, but when we applied for equipment financing, somehow the loan paperwork shows "TechFlow Solutions, LLC" (with the comma). Now I'm preparing the UCC-1 and I'm not sure which version to use as the debtor name. The equipment finance company wants to file next week and I don't want this rejected because of a name mismatch. Has anyone dealt with similar business entity name variations in UCC filings? I've seen some posts about individual name issues but this is specifically about business entity formation vs loan document discrepancies.
34 comments


CosmosCaptain
This is actually more common than you'd think with business UCC filings. The debtor name on your UCC-1 should match exactly what's on your state's business registration records, not necessarily what's on the loan documents. So if your LLC articles show "TechFlow Solutions LLC" without the comma, that's what should go on the UCC filing. The lender can always file an amendment later if needed, but getting rejected for a name mismatch is worse than a minor correction.
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Freya Johansen
•Agree with this approach. I've seen too many business filings get rejected because someone used the loan doc version instead of the state registration version. Always go with what's filed with the Secretary of State for the entity name.
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Omar Fawzi
•Wait, but what if the loan agreement specifically references the version with the comma? Wouldn't that create issues with the security agreement being tied to a different entity name than what's on the UCC?
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CosmosCaptain
•Good point about the security agreement connection. In practice, minor punctuation differences like this usually don't void the security interest as long as the entity is clearly identifiable. But you're right that it's cleaner to have everything match.
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Chloe Wilson
I ran into something similar last month with a client's business filing. What worked for us was using Certana.ai's document verification tool - you can upload both your articles of incorporation and the loan documents as PDFs, and it automatically flags name inconsistencies between the business formation docs and financing paperwork. Takes like 2 minutes and catches exactly these kinds of discrepancies before you submit anything.
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Ravi Choudhury
•That sounds really helpful actually. How accurate is it with catching business entity name variations? I'm worried about missing something subtle that could cause problems later.
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Chloe Wilson
•It's pretty thorough - catches punctuation differences, abbreviations, "LLC" vs "L.L.C." type issues. For business UCC filings it cross-references against common entity naming patterns. Much better than trying to manually compare multiple documents.
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Diego Mendoza
ugh this is exactly why I hate dealing with business UCC filings vs personal ones. Every single document has slight variations and then you're playing guessing games about which version is "correct." Why can't lenders just be consistent with entity names from the start??
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Anastasia Romanov
•I feel this so much. Had a client where the bank used three different variations of their business name across different loan documents. Made the UCC filing a nightmare.
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StellarSurfer
•It's because half the time the loan officers don't even look at the actual state filings when they're doing the paperwork. They just wing it based on how the business owner wrote it on the application.
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Sean Kelly
Check your state's UCC database search function first. Try searching for your business under both name variations and see if anything comes up. That'll give you a sense of how strict your state is about exact name matching for business entities. Some states are more forgiving with punctuation than others.
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Ravi Choudhury
•Good idea - I hadn't thought to test the search function first. That would definitely show me how sensitive their system is to the comma difference.
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Zara Malik
•This is smart. I've found that states with newer UCC systems tend to be pickier about exact matches, while older systems sometimes have more flexibility built in.
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Sean Kelly
•Exactly. Plus if you find existing UCC filings for your business under one version or the other, that gives you a precedent to follow.
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Luca Greco
I'd also recommend getting a certified copy of your articles of incorporation if you don't have one handy. That way you have the official version of your business name directly from the state. Takes the guesswork out of it completely.
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Nia Thompson
•Yes! And most states let you download certified copies online now instead of waiting for mail. Usually costs like $10-20 but worth it for the peace of mind on business filings.
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Ravi Choudhury
•I can actually pull that from our state's business portal. Should have thought of this first instead of going in circles about which document to trust.
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Mateo Rodriguez
Whatever you do, don't file it with the wrong business name and then try to fix it with an amendment. I made that mistake once and it was a headache - had to file a UCC3 correction and then worry about whether there was a gap in perfection during the correction period.
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Aisha Hussain
•Oh wow, I didn't even think about the perfection gap issue. That could be a real problem if there are other creditors involved or if the business has multiple loans.
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Mateo Rodriguez
•Right, especially with business debtors where there might be multiple lenders or equipment financiers. Much cleaner to get it right the first time.
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GalacticGladiator
•This is why I always tell clients to double-check business entity names before we submit anything. The stakes are higher than with individual debtors.
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Ethan Brown
Have you considered calling your equipment finance company and asking them to correct the loan documents to match your actual business registration? Might be easier than trying to figure out which version to use for the UCC filing.
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Ravi Choudhury
•That's not a bad idea, though they're pretty eager to get this filed quickly. Not sure if they'd want to delay for document corrections.
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Ethan Brown
•True, but if it saves potential problems down the road with the security interest, it might be worth the short delay. Depends on how flexible they are.
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Yuki Yamamoto
I had a similar business UCC situation and ended up using one of those automated document checking services. Can't remember the name but it was something like Certana? Anyway, it caught several inconsistencies between our business formation docs and financing paperwork that I hadn't noticed. Really saved us from potential filing issues.
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Carmen Ruiz
•Was it easy to use? I'm always skeptical of these automated tools but if it actually works for business entity verification it might be worth trying.
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Yuki Yamamoto
•Yeah it was surprisingly straightforward. Just uploaded the PDFs and it highlighted all the name variations and inconsistencies automatically. Way faster than trying to manually compare everything.
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Andre Lefebvre
Update: I pulled our certified articles of incorporation and confirmed the official business name is "TechFlow Solutions LLC" without the comma. Going to use that for the UCC-1 and let the lender know about the discrepancy in their loan docs. Thanks everyone for the advice!
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CosmosCaptain
•Good call! That's definitely the safest approach for business UCC filings. The lender can always amend their internal documents if needed.
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Zoe Dimitriou
•Smart move getting the certified copy. That eliminates any ambiguity about what the correct business entity name should be.
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QuantumQuest
•Glad you got it sorted out. This kind of business name consistency issue comes up more often than it should.
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Jamal Anderson
For future reference, I always recommend business owners keep a clean set of all their entity formation documents in one place specifically for UCC filings and other secured transactions. Makes these kinds of name verification questions much easier to resolve quickly.
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Ravi Choudhury
•That's good advice. This whole situation made me realize we should probably organize our business documents better for future financing needs.
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Jamal Anderson
•Exactly. Having everything readily accessible saves so much time when you're dealing with time-sensitive business financing and UCC filings.
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