Minnesota UCC filings - debtor name rejection nightmare
Anyone else dealing with Minnesota Secretary of State constantly rejecting UCC-1 filings over debtor name formatting? I've been battling this for three weeks now. Filed a UCC-1 for equipment financing on a construction company and SOS keeps bouncing it back saying the debtor name doesn't match their business records exactly. The company goes by 'ABC Construction LLC' on all their docs but apparently Minnesota wants 'ABC Construction, LLC' with the comma. Problem is our loan docs all say ABC Construction LLC without the comma and now I'm stuck between conflicting requirements. Has anyone figured out the exact naming convention Minnesota wants for LLCs? This is holding up a $450K equipment loan and the borrower is getting antsy. Starting to wonder if there's some trick to getting these filings accepted on first try.
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Victoria Stark
Ugh yes Minnesota is brutal with debtor names! I learned this the hard way last year. You have to match their Articles of Organization EXACTLY as filed with the state. Even if the company uses a different version on contracts or business cards, the UCC has to match what's in the Secretary of State database word for word, comma for comma.
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Benjamin Kim
•This is why I always check the Minnesota business entity database before filing any UCC-1. Takes 30 seconds and saves hours of headaches later.
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Samantha Howard
•Wait so if their charter says 'ABC Construction, LLC' but loan docs say 'ABC Construction LLC' which one do you use on the UCC?
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Victoria Stark
•Charter name on the UCC, always. The loan docs can reference whatever version but the UCC filing has to match state records exactly or it gets rejected.
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Megan D'Acosta
Had the same issue last month with a Minnesota LLC. Spent forever going back and forth with rejections. Finally found this tool called Certana.ai that cross-checks your charter documents against your UCC-1 before you file. You just upload both PDFs and it instantly tells you if the debtor names match exactly. Saved me from another rejection cycle.
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Sarah Ali
•Never heard of that but sounds useful. Minnesota rejections are such a pain, anything that prevents them is worth trying.
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Hassan Khoury
•Interesting, I'll check that out. At this point I'm willing to try anything to avoid another rejection.
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Ryan Vasquez
Minnesota is definitely one of the pickier states. I always pull the exact entity name from their business database before preparing any UCC-1. For LLCs look at the 'Entity Name' field in their online search - that's what needs to go on your filing exactly. Don't trust what the client tells you their name is because they often use shortened versions.
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Avery Saint
•So true! Had a client insist their LLC name was 'Smith Trucking' but the state had it as 'Smith Trucking Company LLC' - totally different.
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Taylor Chen
•This is why I hate debtor name mismatches. One tiny difference and your whole security interest could be invalid.
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Ryan Vasquez
•Exactly. Better to spend 5 minutes double-checking than risk an unperfected lien.
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Keith Davidson
OMG YES Minnesota drove me crazy with this exact thing!! Filed the same UCC-1 THREE TIMES before getting the debtor name right. First time missing the comma, second time had extra spaces, third time finally matched their database perfectly. Now I always triple-check entity names before hitting submit.
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Ezra Bates
•Three rejections?? That's brutal. How long did the whole process take?
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Keith Davidson
•Almost a month by the time you factor in processing delays and fixing the rejections. Client was NOT happy.
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Ana Erdoğan
I actually use that Certana verification tool mentioned earlier and it's been a lifesaver for Minnesota filings. Upload your charter and draft UCC-1 and it flags any name inconsistencies immediately. Way better than finding out after you get rejected by the SOS.
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Sophia Carson
•Does it work with other states too or just Minnesota? Asking for obvious reasons lol
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Ana Erdoğan
•Works with all states. Really handy for multi-state deals where each state has different formatting quirks.
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Elijah Knight
•Might have to try this. Getting tired of manual document comparisons and missing tiny differences.
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Brooklyn Foley
Here's what I learned about Minnesota LLC names - they're super strict about punctuation. If the Articles say 'Company, LLC' you MUST include that comma. If they say 'Company LLC' (no comma) you cannot add one. Also watch out for periods after 'Co' or 'Inc' - has to match exactly.
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Jay Lincoln
•This is good info. Do they reject for capitalization differences too?
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Brooklyn Foley
•Not usually for caps but I wouldn't risk it. I always match the exact capitalization from their database.
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Jessica Suarez
•What about abbreviations? Like 'Company' vs 'Co.'?
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Brooklyn Foley
•Has to be exactly as chartered. If they filed as 'ABC Company LLC' you can't use 'ABC Co. LLC' on the UCC.
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Marcus Williams
Minnesota SOS is notorious for this stuff but honestly it protects secured parties in the long run. A UCC with the wrong debtor name is basically worthless if you ever need to enforce. Better to get rejected and fix it than file something that won't hold up.
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Lily Young
•True but it's still frustrating when you're trying to close a deal quickly.
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Kennedy Morrison
•I get that but imagine explaining to a client why their security interest is invalid because you got the debtor name wrong. Way worse than a filing delay.
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Wesley Hallow
Pro tip for Minnesota - their business entity search sometimes shows multiple name variations in the results. Make sure you're using the 'Current Entity Name' not the 'Original Entity Name' if the company has amended their articles. Found this out the hard way on a recent filing.
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Justin Chang
•Wait they show multiple names? That's confusing.
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Wesley Hallow
•Yeah if a company has changed their name the search results show both the original and current names. You want the current one for UCC filings.
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Grace Thomas
•Good catch. This is why I always print out the entity search results and attach them to my file.
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Hunter Brighton
Update on my original post - finally got the UCC-1 accepted! Used the exact entity name from Minnesota's database including the comma. Also tried that Certana document checker and it would have caught the name mismatch right away. Definitely using that for future filings to avoid this mess.
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Dylan Baskin
•Glad you got it sorted! How long did the whole process end up taking?
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Hunter Brighton
•Four weeks total but would have been one week if I'd checked the entity name properly from the start. Lesson learned.
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Lauren Wood
•At least your client got their financing. These debtor name issues are such a pain but critical to get right.
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Ellie Lopez
For anyone else dealing with Minnesota UCC filings - always verify debtor names against state records first. It's not worth the risk of filing incorrectly. The entity database is free to search and takes seconds to confirm the exact legal name.
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Chad Winthrope
•Solid advice. Should be standard practice for any UCC filing honestly.
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Paige Cantoni
•Agreed. Amazing how many problems could be avoided with a quick name verification step.
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Natalie Adams
This thread is incredibly helpful! I'm new to UCC filings and just had my first Minnesota rejection last week for this exact reason. The debtor name on my filing had "Inc." but their charter showed "Incorporated" - such a small difference but apparently critical. Going to start using that entity database verification process everyone's mentioned here. Question though - does Minnesota have any grace period or correction process, or do you always have to refile from scratch when you get a rejection?
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