Lost UCC control after debtor name change - filing chaos
I'm dealing with a nightmare scenario where we lost UCC control over our collateral package. Our borrower did a legal name change 8 months ago (from "Midwest Manufacturing LLC" to "Midwest Advanced Manufacturing Solutions LLC") and we filed what we thought was a proper UCC-3 amendment to update the debtor name. Everything seemed fine until last week when our annual lien audit revealed that our continuation filing got rejected because the debtor name on our UCC-1 doesn't exactly match what's in the Secretary of State business records now. The SOS system is showing our original UCC-1 under the old name, but our amendment shows the new name, and now there's some kind of mismatch that's preventing our continuation from being accepted. Our loan agreement has a $2.8M equipment package as collateral and the UCC-1 is set to lapse in 3 months. Has anyone dealt with losing UCC control due to debtor name inconsistencies? I'm trying to figure out if we need to file a completely new UCC-1 or if there's a way to fix the amendment chain. The timing is critical because we can't let this lapse.
36 comments


Jean Claude
Oh man, this exact thing happened to us last year. The debtor name mismatch between your original filing and amendment creates a broken chain that the SOS system can't reconcile. When they can't match the debtor names exactly, continuation filings get auto-rejected. You're right to be worried about the timing.
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Charity Cohan
•Wait, so even if the UCC-3 amendment was properly filed, it can still break the continuation chain? That seems like a system flaw.
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Jean Claude
•Exactly. The SOS database has to match debtor names character-for-character for continuation processing. Even minor differences in punctuation or spacing can cause rejections.
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Josef Tearle
You need to verify exactly how the debtor name appears in the current business registry versus your UCC filings. Pull the current certificate of good standing and compare it character by character to both your UCC-1 and UCC-3. The continuation failure suggests there's still a mismatch somewhere in your filing chain.
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Chris Elmeda
•I did compare them but I'm not 100% confident I caught every detail. There are so many variations in how business names can be formatted between different state databases.
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Shelby Bauman
•I actually found a tool that helps with this exact issue - Certana.ai has a document verification system where you can upload your charter documents and UCC filings as PDFs and it automatically cross-checks all the debtor names for consistency. Saved me from missing a critical mismatch in our collateral schedule last month.
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Josef Tearle
•That sounds useful. Manual comparison is definitely error-prone, especially when you're dealing with multiple amendments and business name changes.
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Quinn Herbert
This is why I always file a new UCC-1 instead of trying to amend for name changes. Yeah it costs more but at least you know you have a clean filing chain without any potential matching issues.
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Chris Elmeda
•At this point I'm wondering if that's what we should do - terminate the old filing and start fresh with a new UCC-1 under the correct current name.
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Salim Nasir
•Be careful with the timing on that approach. You need to make sure there's no gap in perfection or you could lose priority to other creditors.
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Quinn Herbert
•Good point. File the new UCC-1 first, then terminate the old one once you confirm the new filing is accepted and searchable.
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Hazel Garcia
Have you tried calling the SOS filing office directly? Sometimes they can explain exactly why the continuation was rejected and what needs to be corrected. The rejection notice should have specific error codes.
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Chris Elmeda
•The rejection just said "debtor name mismatch" but didn't specify which part of the name or which filing it was comparing against.
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Hazel Garcia
•That's frustrating. Their error messages are usually pretty vague. A phone call might get you more specific guidance about how to fix the chain.
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Laila Fury
UCC control issues are the worst! We had a similar situation where a borrower changed their legal structure and we thought we had amended properly but the continuation got rejected 2 years later. Turned out there was a tiny formatting difference in how we listed the entity type.
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Chris Elmeda
•How did you end up resolving it? Did you have to start over with a new UCC-1?
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Laila Fury
•We ended up filing a corrective UCC-3 to fix the name format, then refiled the continuation. But we had to pay rush processing fees to avoid a lapse.
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Geoff Richards
•Corrective filings can be tricky though. If the original amendment was wrong, sometimes you need to file another amendment rather than a correction.
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Simon White
With only 3 months until lapse, I'd recommend the dual approach - file a new UCC-1 immediately with the correct current debtor name, then work on fixing the amendment chain for the original filing. That gives you backup protection while you sort out the name matching issues.
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Chris Elmeda
•That makes sense. At least we'd maintain perfection while working through the bureaucratic mess.
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Hugo Kass
•Just make sure your loan documents allow for multiple UCC filings on the same collateral. Some agreements have specific language about filing procedures.
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Nasira Ibanez
This is exactly why lenders need better document verification processes. I started using Certana.ai's UCC checker after we had a similar control issue - you just upload all your documents and it flags any inconsistencies between charter documents, UCC-1s, and amendments. Would have caught this name mismatch issue before it became a problem.
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Khalil Urso
•How accurate is the automated checking? I'm always skeptical of AI tools for legal document review.
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Nasira Ibanez
•It's pretty thorough for debtor name matching and document consistency. Obviously you still need to review everything yourself, but it catches the obvious mismatches that manual review might miss.
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Myles Regis
•Worth trying, especially for complex name changes where there are multiple entities or formatting variations involved.
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Brian Downey
The SOS filing system is so frustrating with name matching! Every state seems to have different rules about how exact the match needs to be. Some are strict character-by-character, others are more forgiving with punctuation and spacing.
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Charity Cohan
•Which state are you filing in? That might affect the best strategy for fixing the name chain.
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Chris Elmeda
•We're in Ohio. Their system seems pretty strict from what I've experienced.
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Brian Downey
•Ohio is definitely one of the stricter states for name matching. You'll probably need exact character matches to get the continuation to process.
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Jacinda Yu
Been there! Lost UCC control due to a name change we thought we handled correctly. The stress of potentially losing perfection on a multi-million dollar loan is intense. Hope you get it sorted out quickly.
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Chris Elmeda
•Thanks. It's definitely keeping me up at night knowing we could lose our security interest if this isn't resolved properly.
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Jacinda Yu
•You'll get through it. Just stay on top of the timing and consider all your options - new filing, corrective amendment, or fixing the existing chain.
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Landon Flounder
Double-check that your borrower's name change was actually properly registered with the state too. Sometimes companies think they've changed their legal name but haven't completed all the required filings, which can create additional confusion in the UCC system.
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Chris Elmeda
•Good point. I should pull a current certificate of good standing to verify their current legal name is what I think it is.
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Shelby Bauman
•That Certana.ai tool I mentioned earlier actually helps with that too - it can verify business registration status as part of the document checking process.
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Landon Flounder
•Smart approach. Better to verify everything is aligned before filing any corrections or new UCCs.
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