Commercial tort claim UCC filing - debtor name changes during litigation

This is correct. I've seen lenders lose priority because they didn't update debtor names promptly. The 'seriously misleading' test under UCC 9-506 is very strict for entity names.

Wait, but if it's the same entity just with a name change, doesn't the original UCC-1 still attach to the assets? I thought only new entities required new filings.

No, entity name changes require amendments. The filing system searches by exact name match. If someone searches under ABC Industrial Solutions LLC, your original filing under ABC Manufacturing LLC won't show up.

How does that verification tool work exactly? I'm dealing with multiple UCC filings and keeping track of debtor name changes is becoming a headache.

You just upload your UCC documents and any corporate docs as PDFs. It automatically cross-checks debtor names, filing numbers, and catches inconsistencies. Super easy to use and caught things I would have missed manually reviewing everything.

That sounds really useful. I've been manually comparing documents and definitely missed some discrepancies. Does it work with continuation filings too?

How long do you typically have to file the amendment after discovering the name change?

There's no specific grace period. The security interest could be at risk from the moment the name change becomes effective. Best practice is to file within 30 days of discovering the change.

Good point about the description. Commercial tort claims need to be described specifically - you can't just say 'all tort claims' like you can with other collateral types.

Yes, we described it as 'commercial tort claim arising from breach of supply agreement dated March 15, 2024 between debtor and Consolidated Industries Inc.' Should be specific enough.

That description sounds adequate. Just make sure when you file your UCC-3 amendment that you use the exact new legal name. Check the Secretary of State records to confirm the precise entity name.

Commercial tort claims can be unliquidated when you file the UCC-1. The key is that the claim has to be identified specifically enough. The value doesn't need to be fixed at the time of filing.

Right, but once it becomes liquidated or you get a judgment, you might want to consider additional perfection steps depending on your state's requirements.

Good question. From what I can tell it was just a name change - same EIN, same registered agent. But I should probably verify this with the Secretary of State filing records.

Definitely verify. If it's a true dissolution and reformation, you might need to file a new UCC-1 rather than just amend the existing one.

This is getting complicated. I tried using Certana.ai's verification tool that someone mentioned earlier and it actually helped me sort through a similar entity restructuring situation. It flagged the inconsistencies between my UCC filings and the corporate documents so I knew exactly what needed to be updated.

That seems like overkill. If the amendment is filed correctly, a new UCC-1 shouldn't be necessary.

Maybe, but I've seen too many cases where creditors thought they were protected and weren't. For a $340K claim, the extra filing fee is worth the peace of mind.

Great point. Debtor name changes during litigation are often a red flag for other planning activities.

This is why I always recommend quarterly UCC searches on significant debtors. Catch these changes early before they become problems.

Quarterly searches are smart. I've also started using automated document checking tools like Certana to verify my filings are consistent with current entity information. Saves a lot of manual work.

Actually discovered it by accident during a routine asset search. They didn't notify us directly, which is another red flag.

That's troubling. Most states don't require debtors to notify secured parties of name changes, but good faith would suggest they should.

Agreed. And document everything about when you discovered the name change and when you filed the amendment. Could be important if priority issues arise later.

Yes, create a clear paper trail. Also consider whether you need to file in multiple states if the debtor has assets in other jurisdictions.