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Jamal Harris

Florida UCC Filing Document Consistency Issues - Need Help with Debtor Name Verification

Running into some frustrating issues with my FL UCC filing and hoping someone here has dealt with this before. I'm working on a commercial loan secured by restaurant equipment, and we're hitting roadblocks with document consistency between our charter documents and the UCC-1. The borrower's LLC was formed in Delaware but operates in Florida. Our charter shows "Miami Coastal Dining LLC" but the Florida SOS business registration has a slight variation that's causing our UCC-1 to get flagged during internal review. The collateral description covers kitchen equipment, POS systems, and furniture - pretty straightforward stuff. What's really bothering me is that we've done dozens of these filings and never had this level of scrutiny on debtor name matching. Our compliance team is now requiring triple verification of every name field before submission. Has anyone else noticed Florida getting pickier about exact name matching recently? I'm worried about missing our filing deadline while we sort this out. The loan closes next week and we can't fund without proper UCC perfection. Any insights on Florida-specific quirks or tips for ensuring document alignment would be hugely appreciated.

Florida has definitely gotten more strict about debtor name accuracy over the past year or so. I've seen rejections for things that used to slide through no problem. For LLC filings, you absolutely have to match the exact registered name with the Florida Division of Corporations, not just what's on the charter docs from Delaware. You can search the exact registered name on the Florida Department of State's SUNBIZ database - that's what their UCC system will compare against. Even minor punctuation differences or missing designators like "LLC" vs "L.L.C." can cause issues.

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This is spot on. SUNBIZ is your friend here. I always do a quick search there before finalizing any Florida UCC-1 to make sure I have the exact legal name format.

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Wait, so the charter documents don't matter as much as the state registration? That seems backwards to me...

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For UCC purposes in Florida, the state registration trumps everything else. The UCC system cross-references against SUNBIZ automatically now.

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Ugh, I feel your pain on this one. We had three UCC-1s rejected last month because of tiny name discrepancies. Florida's automated system is super picky now. One thing that's helped us is using a document verification tool before we submit anything. I started using Certana.ai's UCC checker after our third rejection - you just upload your charter docs and proposed UCC-1 as PDFs and it flags any inconsistencies between debtor names, filing details, all that stuff. Catches things before they become expensive problems.

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Never heard of Certana but honestly anything that prevents rejections sounds worth trying. How accurate is it?

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Pretty solid in my experience. It caught a middle initial discrepancy that would have definitely caused a rejection. Takes like 2 minutes to upload and check.

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I've been manually comparing docs line by line which takes forever. Might have to check this out.

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For restaurant equipment deals like yours, make sure your collateral description is specific enough but not too narrow. Florida likes detail but you don't want to accidentally exclude something important. "All equipment, fixtures, and personal property used in the operation of the restaurant business" usually works well as a catch-all addition to your specific items.

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That's a good point about the collateral description. We listed specific categories but maybe should add a broader clause too.

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Definitely add the catch-all language. I've seen deals where new equipment got added after filing and wasn't covered because the description was too restrictive.

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The Delaware vs Florida registration thing trips people up constantly. Even though the LLC was formed in Delaware, if they're doing business in Florida they have to register there too, and THAT'S the name format Florida UCC uses. Check if "Miami Coastal Dining LLC" registered as a foreign LLC in Florida. If they did, there might be a slightly different name format in the Florida system.

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You're absolutely right - they did register as a foreign LLC in Florida. I bet that's where the name variation comes from.

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Foreign LLC registrations in Florida sometimes add weird suffixes or modify the name slightly. Always check SUNBIZ first!

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This is exactly why I HATE Florida filings. Every state has its quirks but Florida seems to change the rules every few months. Used to be you could file with any reasonable variation of the company name, now they want everything to match perfectly down to punctuation marks. Honestly the whole system needs an overhaul. We shouldn't have to jump through hoops just to perfect a lien.

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I hear you but at least Florida has online filing. Some states still require paper submissions in 2025!

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Fair point I guess. Paper filing would be even worse for tight deadlines like this.

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The online system is pretty fast once you get the name right. Usually processes within 24 hours if there are no issues.

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Pro tip: call the Florida Department of State UCC office directly if you're unsure about name formatting. They're actually pretty helpful and can confirm the exact name format they need before you submit. Better to spend 10 minutes on hold than deal with a rejection.

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What's their number? I can never find direct contact info on their website.

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It's buried but try 850-245-6052. Ask for UCC customer service.

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We started double-checking all our UCC docs with automated tools after getting burned on a big deal last year. Really recommend that Certana thing someone mentioned earlier - we use their Charter→UCC-1 check workflow specifically for catching name mismatches between formation docs and UCC filings. Saved us multiple rejections.

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Is that a monthly subscription thing or pay per use?

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They have different options but honestly it's worth whatever they charge. One rejected filing costs more in delays than months of verification.

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Update us on how this turns out! I have a similar Florida deal coming up next month and want to know if you run into any other issues.

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Will do! Going to check SUNBIZ first thing tomorrow morning and get the exact registered name.

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Same here, dealing with a multi-state LLC filing in Florida soon. This thread is super helpful.

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One more thing - make sure you're filing in the right Florida county if there are any fixture filing components. Restaurant equipment that's attached to the building might need fixture filing treatment depending on how it's installed.

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Good catch. Most of our collateral is moveable equipment but there are some built-in fixtures. Need to review the installation specs.

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Fixture filings in Florida require the real estate legal description too. Can get complicated fast.

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Exactly. Better to over-file than under-file when you're not sure about fixture classification.

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Florida UCC filings have become a real pain point for our team this year. The name matching requirements are stricter than most other states we deal with. At least once you get it right the first time, amendments and continuations are pretty straightforward. Definitely use that SUNBIZ lookup before submitting anything. And if you're doing a lot of Florida deals, might be worth investing in automated document checking to catch these issues upfront.

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How far in advance of the 5-year mark do you usually file continuations in Florida?

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We try to file continuations at least 6 months early. Florida processes them quickly but I don't like cutting it close on something that important.

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