NY SOS UCC filing rejected twice - debtor name format issue?

I thought I was being careful but maybe not careful enough. I used the name exactly as it appears on their operating agreement. Should I be pulling the actual certificate of formation from Delaware instead?

Yes, definitely use the exact name from the Delaware certificate of formation. Operating agreements sometimes have shortened versions or informal names that don't match the legal entity name on file.

Wait, but if it's a Delaware LLC why would it be in the NY database?

Good point - if they're not registered to do business in NY, then you'd need to use the exact name from Delaware's database. But many out-of-state LLCs register in NY for business purposes.

This is why I always recommend getting the certified copy of the formation documents directly from the state of incorporation before filing anything.

That sounds really helpful right now. How accurate is it with catching the subtle differences that cause rejections?

It caught a missing comma in the entity name that I completely missed. The tool specifically looks for the kinds of discrepancies that cause SOS rejections - punctuation, spacing, suffix variations, etc.

Ugh tell me about it. I've been dealing with their portal errors all week.

And don't even get me started on their continuation filing system. Half the time you can't even find your original UCC-1 to amend it!

While the system can be frustrating, following their exact formatting requirements usually works. The key is getting the debtor name perfect from the start.

This is really helpful. Should I be worried about the time that's passed? It's been almost 3 weeks since the loan closed and we still don't have a perfected lien.

Three weeks isn't terrible but you definitely want to get this resolved ASAP. The good news is that once you get the name right, NY usually processes UCC-1s pretty quickly - usually within 1-2 business days.

Oh wow, that's a good point. How do you check if a company has changed their name recently?

You can usually see the filing history on the Secretary of State website. Look for any amendments or name changes in the past year or two.

How did you get the Delaware certificate? Did you have to order it directly from their Division of Corporations?

Yes, I ordered a certified copy online from Delaware's Division of Corporations website. Cost about $50 but worth it to avoid more rejections.

You can also sometimes find the exact formation documents in your loan file if the borrower provided them during underwriting.

That's smart - verify what you have before spending money on new documents. Though sometimes the certified copy is worth getting for your files anyway.

Trust me, even in-state filings can be a mess if the SOS system is having one of its moods.

The restaurant is in NY so the fixtures would be NY collateral, right? The equipment might be trickier since some of it moves between locations.

For fixtures, definitely NY since they're attached to the NY real estate. For equipment, it depends on where it's primarily located and used. If it's primarily at the NY restaurant, NY is correct.

This is getting into complex multi-state filing territory. You might want to consider filing in both states to be safe, especially with that loan amount.

That sounds useful. I always err on the side of filing in multiple states but it gets expensive with filing fees.