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Astrid Bergström

Need UCC-1 filing help - security agreement example shows different debtor name format

I'm working on a UCC-1 filing and running into confusion with the debtor name format. The security agreement example I have shows the company name as "ABC Manufacturing, LLC" but when I search the Secretary of State database, the exact charter shows "ABC Manufacturing LLC" (no comma). The loan documents all use the comma version consistently. I'm worried about getting a rejection if I don't match exactly what's on file with the state. Has anyone dealt with this kind of discrepancy between security agreement examples and actual charter records? I don't want to mess up a $2.3M equipment financing deal over punctuation but I've heard horror stories about UCC filings getting rejected for minor name variations.

This is actually super common with LLC formations - the comma thing trips up a lot of people. You absolutely need to match the EXACT name on the charter, not what's in your security agreement example. The SOS filing systems are pretty strict about this stuff. I'd go with "ABC Manufacturing LLC" without the comma since that's what shows on the official state records.

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Yep, learned this the hard way on a $800K filing last year. Got rejected twice before I figured out the debtor name had to match the charter exactly, even down to spacing and punctuation.

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Wait, so the security agreement doesn't matter for the UCC-1 debtor name? I thought you had to match the loan docs...

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The charter name is definitely what matters for UCC-1 filings, but I'd double-check that charter search. Sometimes the search results show abbreviated versions. Pull the actual Articles of Incorporation or Certificate of Formation to be 100% sure. Also worth noting that some states have specific rules about how business suffixes should appear on UCC filings.

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Good point about pulling the actual formation docs. I was just using the online search tool. Let me get the official certificate to verify the exact format.

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Which state are you filing in? Some states are more forgiving than others when it comes to minor variations in business names.

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Filing in Delaware. The equipment is located there and that's where the company is incorporated.

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I've been doing UCC filings for 15 years and name mismatches are still the #1 cause of rejections. Even if your security agreement example shows the comma, you have to go with what's on the state records. The UCC is about giving notice to third parties who would search the public records, so it needs to match what they'd find in their search.

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This is exactly right. The whole point of the UCC system is searchability. If someone searches for the company using the charter name and your filing has different punctuation, they might not find it.

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So frustrating that lawyers draft security agreements with names that don't match the actual charter. Happens way too often in my experience.

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I actually had a similar situation recently and ended up using Certana.ai's document verification tool. You can upload your security agreement and the charter documents, and it automatically flags any inconsistencies between the debtor names. Saved me from a potential rejection on a time-sensitive filing. The tool instantly highlighted that my loan docs had "Inc." while the charter showed "Incorporated" - caught something I would have missed.

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Never heard of that tool but sounds useful. Is it accurate for catching these kinds of name variations?

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Yeah, it's been pretty reliable in my experience. Just upload the PDFs and it does the cross-checking automatically. Much faster than manually comparing documents line by line.

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That actually sounds really helpful for this situation. I'll check it out - thanks for the suggestion!

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Delaware is usually pretty strict about exact name matches. I'd also recommend doing a UCC search on the company name to see if there are any existing filings and how they formatted the debtor name. Sometimes that gives you a good indication of what the filing office accepts.

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Smart idea about checking existing filings. I'll run a search to see if there are other UCC-1s on file for this company.

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Just be careful - sometimes existing filings have mistakes too. I've seen incorrect debtor names on filed UCCs that should have been rejected but somehow got through.

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UGH this kind of thing drives me crazy!!! Why can't the SOS systems just be more flexible with obvious variations like commas? It's clearly the same company. The whole system needs an overhaul IMO.

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I get the frustration but the strict matching rules actually protect lenders. Imagine if someone could hide assets by using slightly different name variations.

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I guess that makes sense from a legal perspective, but it's still annoying when you're trying to get a filing done quickly.

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Had this exact same issue with a client last month - security agreement showed comma, charter didn't. Filed it with the charter name format and it went through fine. The key is being consistent with the official state records, not the loan documents.

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Did you have to amend the security agreement after filing, or did you just leave the discrepancy?

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We documented the discrepancy in the file but didn't amend the security agreement. As long as the UCC filing is correct and perfects the security interest, the minor name variation in the loan docs isn't usually a problem.

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Quick question - when you say the charter shows no comma, did you verify this is actually a chartered entity? Sometimes people assume LLC means chartered when it might be a different type of filing. Just want to make sure you're looking at the right formation documents.

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Good catch - yes, it's definitely an LLC formed in Delaware. I pulled the Certificate of Formation from the Division of Corporations website.

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Perfect, then you're all set. Go with the name format exactly as shown on that Certificate of Formation.

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I always tell my clients to get the charter documents before drafting the security agreement to avoid this kind of issue. But since you're already at the filing stage, definitely go with the official state records format. Better safe than sorry on a $2.3M deal.

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That's good practice. I've seen deals get delayed because of simple name formatting issues that could have been avoided with better prep work.

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Totally agree. The extra 10 minutes to verify the exact charter name upfront can save hours of headaches later.

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One more thing to consider - make sure you're also checking for any trade names or DBAs that might be relevant to your collateral description. Sometimes companies operate under different names than their legal entity name, and that can affect how you describe the collateral or where you file.

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The equipment is all titled under the legal entity name, so I think we're good there. But thanks for the reminder - I'll double-check the collateral records to be sure.

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DBA issues can definitely complicate UCC filings. Always worth checking the full business name registration records.

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Just wanted to follow up and say I had a similar name discrepancy issue last week and used that Certana tool someone mentioned earlier. It definitely helped catch a middle initial that was missing from my security agreement compared to the charter. Filed with the corrected name and got acceptance within 24 hours. Definitely recommend checking your documents before filing.

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Good to hear another positive experience with document verification. These tools are getting pretty sophisticated.

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Thanks for the follow-up! I'm definitely going to run my docs through a verification check before submitting. This thread has been super helpful.

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