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Lucy Lam

Illinois UCC statute interpretation for multi-state debtor names

Running into a headache with debtor name requirements under Illinois UCC statute. We have a borrower with operations in Illinois and Wisconsin, and their legal name shows different variations on state records. Wisconsin shows 'Midwest Manufacturing Solutions LLC' but Illinois shows 'Midwest Manufacturing Solutions, LLC' (note the comma). Our loan docs use the Wisconsin version since that's where they're incorporated. Filed our UCC-1 in Illinois using the Wisconsin name format and got a rejection notice citing 'debtor name must match Illinois records exactly.' The Illinois UCC statute seems pretty strict about this but I'm seeing conflicting guidance online. Anyone dealt with this specific cross-state name matching issue? The loan closes next week and we need to perfect our security interest properly.

Illinois is notorious for strict debtor name matching. The Illinois UCC statute requires the exact name as it appears on the Illinois Secretary of State records, not the incorporation state. That comma makes all the difference - I've seen filings rejected for less. You'll need to refile using 'Midwest Manufacturing Solutions, LLC' exactly as shown in Illinois records.

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This is exactly right. Illinois doesn't care what Wisconsin says - they want their own records matched perfectly. Super frustrating but that's the law.

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Wait, but doesn't the Model UCC say to use the incorporation state name? I'm confused about which takes precedence here.

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Had this exact scenario last month with a Michigan/Illinois entity. Illinois rejected our first filing because we used the Michigan name format. The key is understanding that Illinois UCC statute Section 9-503 requires the name 'indicated on the public organic record' - meaning their Illinois filing, not the home state. You have to search Illinois SOS database and use exactly what shows there, punctuation and all.

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This is making me paranoid about all our multi-state filings now. How many have we potentially messed up?

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That's the section I was looking at! So even though they're a Wisconsin LLC, since they're registered to do business in Illinois, we use the Illinois version of their name?

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Exactly. Once they register to do business in Illinois, that creates an Illinois 'public organic record' and that's what controls for UCC filings there.

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Before you refile, double-check that comma situation. I've found that uploading both your loan documents and the Illinois SOS records to Certana.ai's document checker catches these name mismatches instantly. It would have flagged that comma difference right away and saved you the rejection. Super helpful for multi-state deals where these small variations can kill your perfection.

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Never heard of Certana.ai but that sounds like exactly what we need. These manual name comparisons are error-prone.

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I started using their verification tool after getting burned on a similar Illinois filing. Just upload your docs and it highlights any inconsistencies between your loan papers and the UCC you're about to file.

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Does it work for all states or just Illinois? We do deals across the midwest and this name matching thing is a nightmare.

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The Illinois UCC statute is definitely stricter than most states. What's your collateral situation? If it's just equipment, you might be able to file in Wisconsin instead depending on where the collateral is located. But if it's accounts receivable or general business assets, you're stuck with Illinois as the chief executive office location.

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It's AR and equipment. Their main operations are in Illinois so we definitely need to file there. Can't avoid it.

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Yeah, sounds like Illinois is your only option then. Just bite the bullet and refile with their exact name format.

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This is why I hate Illinois UCC filings!!! Their system is so picky about every little detail. I've had rejections for periods, commas, even spacing issues. The Illinois statute gives them way too much discretion to reject filings over minor formatting differences.

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Tell me about it. Illinois and New York are the worst for this kind of technical rejection nonsense.

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At least they reject it quickly so you can fix it. Some states just let defective filings sit there and you don't find out until there's a problem.

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Quick question - when you searched Illinois SOS, did you search under both name variations? Sometimes entities show up under multiple formats and you want to make sure you're using the primary record, not an alternate filing.

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Good point. I only searched the Wisconsin version initially. Let me double-check that there isn't another Illinois record I missed.

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Also check if they have any DBAs or trade names registered in Illinois. Those can complicate the name matching requirements.

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Had a similar issue last year and learned the hard way that Illinois UCC statute Section 9-506 is super unforgiving about debtor name errors. Even small mistakes can make your filing 'seriously misleading' and ineffective. Better to be absolutely certain about the name format before filing again.

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What counts as 'seriously misleading' exactly? Is the comma really that critical?

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In Illinois, yes. They've rejected filings for much less. The comma could be the difference between a valid and invalid filing.

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This thread is making me want to triple-check all our Illinois filings. Anyone know if there's a good resource for understanding all the Illinois UCC statute quirks? I feel like I'm flying blind half the time.

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The Illinois SOS website has some guidance but it's not super detailed. Most of what I know came from trial and error unfortunately.

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I've been using Certana.ai's verification tool mentioned earlier and it's actually caught several Illinois-specific issues I would have missed. Worth checking out if you do a lot of Illinois deals.

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One more thing to consider - make sure your continuation timeline is right if this is an existing filing. Illinois UCC statute has specific timing requirements and if you're close to the 5-year mark, you might need to handle continuation and amendment together.

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This is a new filing, but good reminder about the continuation timing. We have some older Illinois filings that will need attention soon.

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UPDATE: Refiled with the exact Illinois name format including the comma and it was accepted within 24 hours. Thanks everyone for the guidance. Going to be much more careful about cross-state name matching going forward. The Illinois UCC statute doesn't mess around with these details.

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Glad it worked out! Illinois is predictable once you know their rules - just very strict about following them exactly.

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Perfect example of why document verification tools are so valuable. That comma difference could have been caught before the first filing.

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Great outcome. This thread will be helpful for others dealing with similar Illinois UCC statute issues.

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