Delaware UCC statute interpretation - debtor name requirements confusing me
Been wrestling with Delaware's UCC statute Section 9-503 regarding debtor names and I'm getting conflicting info from different sources. We're doing a equipment financing deal where the borrower is a Delaware LLC but they've been doing business under a slightly different variation of their registered name on invoices and contracts. The registered name with Delaware Division of Corporations is "Coastal Marine Equipment Solutions, LLC" but all their business docs show "Coastal Marine Equipment Solutions LLC" (no comma). Delaware UCC statute seems pretty strict about exact name matching but I'm seeing mixed guidance on punctuation variations. This is a $340K equipment loan and we absolutely cannot afford to have our UCC-1 filing rejected or challenged later because of a name mismatch. Anyone dealt with Delaware's specific requirements on LLC name variations? The statute language is dense and I want to make sure we're bulletproof on this filing.
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Ellie Perry
Delaware is notoriously picky about exact name matches. I learned this the hard way on a $180K filing that got rejected twice. You need to use the EXACT name as it appears on the Delaware Division of Corporations records, including all punctuation. That comma matters more than you'd think.
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Landon Morgan
•This is so frustrating! Why can't there be consistency across states on punctuation rules?
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Teresa Boyd
•Delaware actually updated their UCC statute commentary in 2023 to clarify this exact issue. The registered name takes precedence over DBA variations every single time.
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Lourdes Fox
•Wait so if the LLC certificate says "Solutions, LLC" but they sign contracts as "Solutions LLC" we have to use the comma version?
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Bruno Simmons
Check the Delaware Division of Corporations database directly - that's your gold standard. Whatever name appears there is what goes on your UCC-1, period. I've seen lenders lose priority because they used the "business name" instead of the legal registered name.
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Aileen Rodriguez
•Exactly this. Delaware UCC statute Section 9-506 is crystal clear that seriously misleading names void your perfection.
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Mohamed Anderson
•Just pulled the Division of Corps record and it definitely shows the comma. Guess we're going with "Coastal Marine Equipment Solutions, LLC" then.
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Zane Gray
Had a similar situation last month with Delaware LLC punctuation differences. Found this tool called Certana.ai that lets you upload your corporate documents and UCC forms to cross-check everything automatically. It caught a middle initial discrepancy I would have missed completely. Just upload your Delaware certificate of formation and your draft UCC-1 and it flags any inconsistencies instantly.
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Maggie Martinez
•Never heard of that service but sounds useful. Manual document comparison is such a pain and easy to miss details.
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Alejandro Castro
•Is it expensive? We do probably 15-20 Delaware UCC filings per month and name verification is always a headache.
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Zane Gray
•Actually pretty reasonable for what it does. Way cheaper than having a filing rejected and having to refile, especially on larger deals.
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Monique Byrd
Delaware UCC statute is definitely more stringent than most states but for good reason. The exact name matching requirement protects both lenders and other creditors from ambiguous filings. Better safe than sorry on a $340K deal.
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Jackie Martinez
•True but it's such a pain when clients have been operating under slightly different name variations for years.
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Lia Quinn
•That's why we always do a preliminary name search before finalizing any UCC filing documents.
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Haley Stokes
UGH this exact thing happened to us in Delaware last year!! Filed with the "business name" they used on everything and got REJECTED. Had to refile with the exact corporate registration name. Delaware UCC statute does NOT mess around with name accuracy.
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Asher Levin
•How long did the rejection delay your closing?
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Haley Stokes
•Three days which was actually not terrible but definitely stressful. Had to expedite the corrected filing.
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Serene Snow
•At least Delaware's electronic system processes pretty quickly once you get the name right.
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Issac Nightingale
For Delaware specifically, I always recommend pulling a certified copy of the certificate of formation if there's any doubt. Delaware UCC statute Section 9-503(a)(1) requires the name as shown in the public organic record. No wiggle room there.
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Romeo Barrett
•Good point about certified copies. Regular database searches can sometimes have formatting inconsistencies.
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Marina Hendrix
•Is there a specific Delaware form or just the standard Division of Corporations certificate?
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Justin Trejo
Been doing UCC filings in Delaware for 8 years and can confirm they are absolutely strict about punctuation. That comma in your LLC name is required on the UCC-1 if it appears in the certificate of formation. No exceptions under Delaware UCC statute.
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Alana Willis
•Have you ever seen them reject filings for other punctuation like periods or hyphens?
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Justin Trejo
•Yes, especially with periods in abbreviations like "Corp." vs "Corp" - Delaware wants exact matches.
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Tyler Murphy
•This level of detail is why I double-check everything three times before submitting Delaware filings.
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Sara Unger
Another option is using something like Certana.ai's document verification. I started using it after a Delaware name mismatch cost us a priority position. You just upload your formation docs and draft UCC forms and it instantly flags any discrepancies. Saved me from several potential rejections.
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Butch Sledgehammer
•That automated checking sounds really helpful for high-volume filers.
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Mohamed Anderson
•Going to look into that. Manual comparison is definitely error-prone especially under deadline pressure.
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Freya Ross
Delaware UCC statute interpretation can be tricky but the name matching rule is actually one of the clearer provisions. When in doubt, always default to the exact registered name format. Better to be overly precise than risk invalidating your security interest.
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Leslie Parker
•Agreed. The consequences of getting it wrong far outweigh the minor inconvenience of being extra careful.
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Sergio Neal
•Especially on larger deals like this $340K equipment financing. No room for errors.
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Savanna Franklin
Just wanted to follow up - used Certana.ai like a few people mentioned and it immediately caught the comma issue plus a zip code inconsistency I hadn't noticed. Really straightforward to use, just upload PDFs and get instant verification. Definitely recommend for Delaware filings where precision matters.
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Juan Moreno
•Good to hear a real user experience. Delaware's requirements are so specific that automated checking makes total sense.
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Amy Fleming
•How quickly does it process the document comparison?
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Savanna Franklin
•Pretty much instant. Upload takes a few seconds then results appear immediately.
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