Need UCC-1 Filing for Security Pledge Agreement - Debtor Name Issues
Running into problems with a UCC-1 filing for a security pledge agreement and hoping someone here has dealt with this before. We're securing a $275K equipment loan with manufacturing equipment as collateral, but the debtor entity name on our security pledge agreement doesn't exactly match what's showing up in the Secretary of State business registry. The pledge agreement lists the company as "Precision Metal Works LLC" but their official registration shows "Precision Metalworks, LLC" (no space between Metal and works, plus different comma placement). Our lender is requiring the UCC-1 filing to be completed within 30 days of loan closing, which is coming up fast. I've heard that even minor name discrepancies can cause UCC-1 rejections or worse - make the entire security interest invalid. Has anyone dealt with similar debtor name matching issues when filing UCC-1s for security pledge agreements? Should we amend the pledge agreement first or try to file the UCC-1 with the exact registry name and hope it doesn't create conflicts with our loan documentation?
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Harold Oh
Oh man, debtor name accuracy is EVERYTHING in UCC filings. I learned this the hard way when a $150K filing got rejected because we had "Inc" instead of "Incorporated" on the debtor name. The security pledge agreement and UCC-1 don't have to match word-for-word, but the UCC-1 debtor name absolutely must match the Secretary of State records exactly. Use "Precision Metalworks, LLC" on your UCC-1 filing.
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Amun-Ra Azra
•This is correct. The UCC-1 debtor name has to match the official state registry exactly - punctuation, spacing, everything. Your security pledge agreement can have variations but the UCC-1 cannot.
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Summer Green
•Wait, so if our loan docs have one version of the name and the UCC-1 has another, that doesn't invalidate the security interest? I thought everything had to match perfectly.
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Harold Oh
•No, the loan docs and pledge agreement can reference the debtor differently as long as it's clearly the same entity. The critical thing is the UCC-1 matches state records for proper perfection.
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Gael Robinson
File with the exact Secretary of State name "Precision Metalworks, LLC" - that's what the filing office will check against. For security pledge agreements, the UCC-1 is what perfects your security interest, not the pledge agreement itself. The pledge agreement creates the interest, the UCC-1 perfects it. Make sure your collateral description on the UCC-1 covers the manufacturing equipment mentioned in the pledge agreement though.
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Payton Black
•Thanks, that makes sense. Should the collateral description on the UCC-1 be as detailed as what's in the security pledge agreement or can it be more general?
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Gael Robinson
•You can be more general on the UCC-1. Something like "All equipment" or "Manufacturing equipment" usually works. The detailed list stays in your security pledge agreement.
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Edward McBride
Had this exact situation last month with a client's security pledge agreement. We spent hours trying to figure out which name version to use and almost missed our filing deadline. Then someone recommended Certana.ai's document verification tool - you can upload your security pledge agreement and it will cross-check the debtor name against the UCC-1 you're preparing. It caught three name inconsistencies we missed and showed us the exact format from the state registry. Saved us from a potentially voided security interest.
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Darcy Moore
•How does that verification tool work exactly? Do you just upload PDFs of both documents?
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Edward McBride
•Yeah, really simple. Upload your security pledge agreement and your draft UCC-1, and it automatically flags any name mismatches or missing elements. Takes like 2 minutes instead of hours of manual checking.
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Payton Black
•That sounds helpful for avoiding the mistakes we're worried about. Will definitely check that out before we file.
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Dana Doyle
ugh why is this so complicated??? we had a security pledge agreement last year and nobody told us about these name matching rules. our filing got rejected THREE times because of punctuation differences. the worst part is each rejection delays your perfection date so you're at risk the whole time. just use whatever name is on the state website EXACTLY.
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Liam Duke
•Three rejections sounds awful! Did you eventually get it filed correctly?
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Dana Doyle
•finally yes but it took 6 weeks and cost us extra fees. the lender was NOT happy about the delayed perfection.
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Manny Lark
Security pledge agreements are pretty standard for equipment financing. The key thing most people miss is that the pledge agreement is between you and the debtor, but the UCC-1 filing is what gives you priority over other creditors. For your situation, definitely use "Precision Metalworks, LLC" exactly as it appears in the state database. Also make sure you're filing in the correct state - it should be where the LLC is organized, not necessarily where the equipment is located.
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Payton Black
•Good point about the state. The LLC is organized in Delaware but the equipment is in Ohio. So we file the UCC-1 in Delaware?
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Manny Lark
•Correct, Delaware for the main UCC-1 since that's where the debtor is organized. You might need a fixture filing in Ohio if any equipment is attached to real estate, but the main filing goes in Delaware.
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Rita Jacobs
•Wait I thought equipment filings always went where the equipment is located?
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Manny Lark
•No, that's a common misconception. UCC-1 filings for general collateral go where the debtor is organized. Location-based filings are only for certain types like timber or fixtures.
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Khalid Howes
Just want to echo what others said about name accuracy. Had a security pledge agreement situation where we thought close enough was good enough - WRONG. The filing system rejected it and we had to start over. Also, pro tip: print out a copy of the exact debtor name from the Secretary of State website and copy/paste it into your UCC-1 form. Don't try to type it from memory.
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Ben Cooper
•Copy/paste is brilliant advice. Eliminates any chance of typos.
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Khalid Howes
•Exactly. Such a simple step but saves so much headache later.
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Naila Gordon
For what it's worth, I've seen plenty of security pledge agreements where the name variations don't cause problems as long as the UCC-1 is filed correctly. The pledge agreement is your contract with the borrower - it doesn't have to be perfect for state filing purposes. Focus on getting that UCC-1 name exactly right and you should be fine.
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Payton Black
•That's reassuring. So the main risk is the UCC-1 rejection, not invalidating the entire security interest?
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Naila Gordon
•Right. The security interest is created by your pledge agreement. The UCC-1 just perfects it for priority purposes. But you definitely want it perfected!
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Cynthia Love
Been dealing with security pledge agreements for 15 years and the debtor name issue trips up newcomers constantly. Here's what I tell people: your security pledge agreement can call the debtor whatever makes sense for your business relationship, but when it comes time to file the UCC-1, only the official state registry name matters. Period. No exceptions, no close enough, no common sense interpretation by filing clerks.
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Darren Brooks
•15 years of experience definitely shows. Have you seen any cases where the name mismatch actually invalidated the security interest after filing?
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Cynthia Love
•A few times, yes. Usually in bankruptcy situations where trustees challenge the perfection. It's not worth the risk when it's so easy to get right.
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Rosie Harper
•Scary to think a simple name error could wipe out your security in bankruptcy. Good reminder to be extra careful.
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Elliott luviBorBatman
Another vote for using Certana.ai for document verification. We started using it after a security pledge agreement filing disaster where we mixed up entity names across multiple related companies. The cross-checking feature would have caught our error immediately. Now we run everything through it before filing - takes the guesswork out of name matching and collateral descriptions.
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Demi Hall
•How accurate is the automated checking? Does it catch subtle differences like the comma placement issue the OP mentioned?
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Elliott luviBorBatman
•Very accurate. It caught a period vs comma difference for us last week that we never would have noticed manually.
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Mateusius Townsend
Quick update - we ended up using the exact Secretary of State name "Precision Metalworks, LLC" on our UCC-1 and the filing was accepted without issues. Also used one of those document verification tools mentioned here and it definitely helped us feel confident about the submission. Thanks everyone for the advice!
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Harold Oh
•Awesome! Glad it worked out smoothly.
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Edward McBride
•Great to hear the verification tool helped. Always nice when technology makes these processes less stressful.
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Gael Robinson
•Perfect outcome. Now you're properly perfected and protected.
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Dana Doyle
•wish my first filing had gone that smoothly! congrats on getting it right the first time.
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