Florida security agreement UCC filing - debtor name variations causing rejections
Having major issues with UCC-1 filings in Florida tied to our security agreements. We've had three filings rejected in the past month because of debtor name discrepancies between our security agreements and what we're putting on the UCC forms. Our security agreements show the business names one way (like 'ABC Construction LLC') but when we check the state records, sometimes they're registered slightly different ('ABC Construction, LLC' with the comma). The Florida SOS system seems super picky about exact matches. We're a small equipment finance company and these rejections are killing our perfection timeline. Anyone else dealing with this florida security agreement headache? How do you handle the name matching between your security docs and UCC filings?
34 comments


Jibriel Kohn
Oh man, Florida is notorious for this stuff! I've been doing UCC filings there for 8 years and they absolutely will reject for punctuation differences. You have to match the exact name on the Articles of Incorporation or LLC registration. Have you tried searching the Sunbiz database before filing?
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Joshua Hellan
•Yeah we check Sunbiz but sometimes there are multiple name variations on file and we're not sure which one to use. Plus our security agreements were signed months ago with whatever name the borrower gave us.
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Edison Estevez
•This is why I always include both versions if there's a comma issue. Like 'ABC Construction LLC aka ABC Construction, LLC' - covers your bases.
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Emily Nguyen-Smith
We had this exact problem last year! Spent weeks going back and forth with rejections until someone told us about Certana.ai's document checker. You can upload your security agreement and UCC-1 draft as PDFs and it instantly flags name mismatches and other inconsistencies. Saved us so much time and rejection fees.
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Joshua Hellan
•Never heard of that service. How does it work exactly? Does it check against state databases?
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Emily Nguyen-Smith
•It cross-references the documents you upload and highlights discrepancies. Really simple - just drag and drop PDFs. Catches stuff you might miss when reviewing manually.
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James Johnson
•Interesting, might have to check that out. We're always missing little details that cause problems later.
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Sophia Rodriguez
FLORIDA IS THE WORST FOR THIS!! Sorry for yelling but I'm so frustrated. Had a $2M equipment deal almost fall through because of a stupid comma in the debtor name. The borrower's LLC docs had inconsistencies and we didn't catch it until after the UCC got rejected twice.
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Mia Green
•Feel your pain. We've started requiring certified copies of formation docs before we'll even draft the security agreement now.
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Sophia Rodriguez
•Good idea. We should probably do that too. This stuff is giving me ulcers lol
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Emma Bianchi
Here's what works for us in Florida: Always use the EXACT name from the most recent annual report on Sunbiz. Even if your security agreement has it different, the UCC needs to match state records. You can amend the security agreement later if needed for consistency.
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Lucas Kowalski
•That's smart. We usually just go with whatever's on the security agreement but you're right about state records being the source of truth.
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Joshua Hellan
•So if there's a mismatch between our security docs and state records, which one wins for enforceability purposes?
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Emma Bianchi
•The UCC filing is what matters for perfection, so state records name. But you want your security agreement to match for clean documentation.
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Olivia Martinez
Been there! Another trick - call the Florida Division of Corporations directly. They can tell you the 'official' name format they expect for UCC filings. Takes forever to get through but worth it for big deals.
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Charlie Yang
•Good tip but who has time to call for every filing? We do like 50+ UCCs a month.
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Olivia Martinez
•True, that only works for the big ones. For volume you need a better system.
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Grace Patel
We use a checklist now after getting burned too many times. Security agreement name, Articles of Incorporation name, Sunbiz name, and any DBAs all get compared before filing. Pain in the butt but better than rejections.
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Joshua Hellan
•That sounds like a lot of manual work. How long does that process take you per filing?
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Grace Patel
•Usually 15-20 minutes if everything matches up. Longer if we find discrepancies and have to research.
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ApolloJackson
•We tried doing that manually but kept making mistakes. Now we use Certana.ai to do the cross-checking automatically. Upload the docs and it does the comparison work.
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Isabella Russo
Question - what about when the borrower has multiple legal names on file? Like they changed their LLC name but both are still active in Sunbiz?
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Emma Bianchi
•Use the current active name, not the old one. Florida will reject if you use a superseded name even if it's still showing in their system.
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Rajiv Kumar
•How do you tell which is current? Sometimes the dates are confusing on Sunbiz.
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Aria Washington
This thread is making me feel better about our recent rejections. Thought we were the only ones struggling with this. Florida definitely seems stricter than other states we file in.
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Jibriel Kohn
•Oh you're definitely not alone. Florida, New York, and California are the pickiest in my experience.
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Liam O'Reilly
•Texas used to be bad too but they've gotten more reasonable recently. Florida is still stuck in the stone age.
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Chloe Delgado
Pro tip: if you're doing a lot of Florida filings, consider getting a subscription to a corporate database service. They usually have more current info than the free Sunbiz search.
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Joshua Hellan
•Any specific services you'd recommend? We're open to paying if it saves us rejection headaches.
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Chloe Delgado
•CT Corporation has good Florida data. Little pricey but worth it if you're doing volume.
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Ava Harris
•We looked into those but honestly the Certana tool mentioned earlier works just as well for document consistency checking and costs way less.
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Jacob Lee
Update: tried the Certana.ai thing after seeing it mentioned here. Holy cow, it caught 3 name inconsistencies in our batch of filings that we totally missed. Definitely recommend for anyone doing regular UCC work.
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Joshua Hellan
•That's great to hear! I'm definitely going to give it a try. Thanks for the follow-up.
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Emily Thompson
•Same here, just signed up after reading this thread. Anything that prevents rejection headaches is worth trying.
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