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ApolloJackson

Need help with UCC filing check - debtor name verification nightmare

I'm dealing with a major headache trying to verify our UCC-1 filings against our loan documents. We have about 30 active secured loans and I discovered some potential debtor name mismatches between our original loan agreements and what's actually on file with the SOS. Some of our UCC-1s were filed with slightly different entity names than what appears on the borrower's articles of incorporation - things like 'ABC Company LLC' vs 'ABC Company, LLC' (with the comma). I know these small differences can void the entire security interest which would be catastrophic for our loan portfolio. Has anyone dealt with systematic UCC filing checks across multiple borrowers? I'm spending hours manually comparing documents and I'm terrified I'm missing critical discrepancies. The loan committee is breathing down my neck about this audit and I need a reliable way to verify everything matches up properly. Any advice on efficient methods for cross-checking UCC filings against charter documents?

Oh man, debtor name verification is absolutely critical and you're right to be concerned. Even minor punctuation differences can invalidate your security interest. I learned this the hard way when we had a default and discovered our UCC-1 listed 'Smith & Sons Inc' but the articles said 'Smith & Sons, Inc.' - that comma cost us $75K. You need to check every single character matches exactly between your loan docs, the debtor's charter documents, and what's filed with the Secretary of State.

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Wait, seriously? A single comma can void the entire filing? That seems insane. How are lenders supposed to catch every tiny detail like that?

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Unfortunately yes, the UCC is very strict about debtor names. The 'seriously misleading' standard means even small differences can be fatal. Courts have ruled that punctuation, spacing, and abbreviations all matter. It's harsh but that's the law.

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I feel your pain on this. Manual document comparison is a nightmare and so error-prone. Have you tried any automated verification tools? I recently started using Certana.ai's UCC document checker and it's been a game changer. You just upload your PDFs - like your charter documents and UCC-1 forms - and it automatically cross-checks all the debtor names, filing numbers, and document consistency. Catches discrepancies I would have missed doing it manually.

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Never heard of Certana.ai - is it expensive? We're a smaller community bank so budget is always tight.

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They focus on value rather than cost. When you consider the potential loss from one invalid UCC filing, any verification tool pays for itself quickly. The peace of mind alone is worth it.

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This is exactly why I always pull fresh Secretary of State records before filing any UCC-1. Too many times I've seen the entity name on loan documents not match what's actually on file with the state. Sometimes companies change their name slightly or the original incorporation had different punctuation than what the borrower uses day-to-day. Always verify against the official charter documents, not just what the borrower tells you their legal name is.

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Good point about pulling fresh records. I've seen cases where the company amended their articles after our loan closed but before we filed the UCC-1. Timing matters too.

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ugh this is giving me anxiety about our own filings. How often should we be doing these verification checks? After every filing or like annually?

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I'd say verify at filing time for sure, then annually at minimum. Also anytime you're doing continuations or amendments. Better safe than sorry with this stuff.

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The SOS filing systems are so inconsistent too. Some states are super picky about exact name matches, others seem more forgiving. But you can't rely on that - better to assume every state will be strict. I always tell my team to triple-check debtor names before hitting submit on any UCC filing.

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Which states have you found to be the pickiest about name matching? We lend across multiple states and it would help to know where to be extra careful.

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Delaware and Texas seem particularly strict in my experience. But honestly, you should treat every state like they're going to be strict. The consequences are too high to gamble on it.

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I had a similar situation last year with about 50 UCC filings to verify. Tried doing it manually and was making mistakes left and right. Finally bit the bullet and used an automated document verification service - ended up finding 8 name mismatches I would have missed. The Certana.ai tool someone mentioned earlier worked really well for the Charter→UCC-1 check workflow. Just upload both documents and it flags any discrepancies automatically.

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8 mismatches out of 50? That's terrifying. Makes me wonder how many mistakes are out there in filed UCCs that nobody's caught yet.

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Exactly - and these were from experienced paralegals who thought they were being careful. Human error is just inevitable when you're doing hundreds of manual comparisons.

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Did you have to refile the incorrect ones? What's the process for fixing name mismatches after filing?

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Had to file new UCC-1s with the correct names, then terminate the incorrect ones. Bit of a hassle but better than having invalid security interests.

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Don't forget about collateral descriptions too while you're doing your verification check. I've seen UCC-1s with perfect debtor names but vague collateral descriptions that wouldn't hold up in court. Make sure your collateral schedules are specific enough and match what's actually described in your security agreements.

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Good reminder. We had an examiner ding us for using 'all equipment' instead of being more specific about the types of equipment. These details matter.

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Yeah the 'all assets' descriptions don't fly anymore in most jurisdictions. You need to be specific about inventory, equipment, accounts receivable, etc.

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OP, since you mentioned you have 30 active loans to check, definitely look into batch verification tools rather than doing this one by one. I wasted weeks doing manual comparisons before finding automated solutions. The document upload approach where you can verify multiple filings at once will save you tons of time and catch errors you'd miss manually.

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Thanks for all the advice everyone. Definitely going to look into the automated verification tools mentioned. Can't afford to miss any discrepancies with this many loans at stake.

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Smart move. Better to invest in proper verification upfront than deal with invalid security interests later. Good luck with your audit!

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Just went through this same process myself. The key is being systematic about it - create a checklist for each loan file and don't rush through the comparisons. Also make sure you're checking continuation dates while you're at it, since some of those older filings might be coming up for renewal soon.

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Great point about continuations. Nothing worse than having a perfect UCC-1 that lapses because you missed the 5-year deadline.

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Do you track continuation dates in a separate system or just rely on calendar reminders? We've been looking for better ways to manage those deadlines.

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We use a spreadsheet with automated alerts set for 6 months before expiration. Not fancy but it works. Some of the newer UCC management software has better tracking features though.

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The frustrating thing is how easy it is to make these mistakes in the first place. Borrowers often use different versions of their legal name on different documents, or their attorney files articles with slightly different punctuation than what they put on loan applications. The whole system seems designed to create these kinds of traps.

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Agreed, it's frustrating but that's why verification is so important. Can't rely on borrowers to be consistent with their own legal names unfortunately.

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At least the electronic filing systems are better than the old paper days. Still not perfect but easier to search and verify filings now.

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One more thing to consider - if you find discrepancies, document everything thoroughly for your loan committee. They'll want to see exactly what mismatches were found and what corrective action was taken. Having that paper trail is important for compliance purposes too.

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Good advice. Examiners love seeing thorough documentation of UCC filing verification procedures. Shows you take security interest perfection seriously.

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We actually had an examiner specifically ask about our UCC verification process during our last exam. Having documented procedures definitely helped.

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