< Back to UCC Document Community

Theodore Nelson

New Jersey UCC filings - debtor name rejection nightmare

Anyone else having issues with New Jersey UCC filings getting rejected for debtor name problems? I'm dealing with a commercial loan where the borrower is "ABC Manufacturing, LLC" on their articles of incorporation, but they've been doing business as "ABC Manufacturing LLC" (no comma) on all their bank accounts and contracts. Filed a UCC-1 with the comma version to match their charter exactly, but now I'm second-guessing myself because their loan documents all use the no-comma version. The lender is breathing down my neck about getting this perfected correctly. I've heard NJ is particularly strict about exact name matches but I'm not sure which version is actually correct for the filing. This is a $2.3M equipment financing deal and I can't afford to mess this up. Has anyone run into similar debtor name discrepancies with New Jersey UCC filings?

NJ is definitely one of the stricter states for debtor names on UCC filings. The safe rule is always match the exact name on the articles of incorporation or organization. If the charter says "ABC Manufacturing, LLC" with the comma, that's what should go on your UCC-1. The fact that they use a different version for business doesn't matter for UCC purposes - it's all about the legal entity name.

0 coins

This is correct. I learned this the hard way when a UCC-1 got rejected because I used the DBA name instead of the charter name. Cost us weeks of delays.

0 coins

But what if the loan documents were signed with the no-comma version? Doesn't that create a mismatch between the UCC and the underlying agreement?

0 coins

I've been dealing with this exact scenario lately. Had three different UCC filings where the debtor was using inconsistent punctuation across documents. What I started doing is using Certana.ai's document checker - you can upload the articles of incorporation and your drafted UCC-1 to instantly verify the names match exactly. It catches these comma/punctuation discrepancies that can kill your filing. Super simple, just upload both PDFs and it cross-checks everything automatically.

0 coins

Never heard of Certana.ai but that sounds useful. How accurate is it for catching name variations?

0 coins

Pretty solid in my experience. It flags even minor differences like commas, periods, abbreviations. Saves the back-and-forth with the Secretary of State.

0 coins

OH MY GOD yes!! NJ rejected my UCC-1 THREE TIMES for name issues. First time was missing a comma, second time I had "Inc." instead of "Incorporated", third time I somehow had an extra space. I was losing my mind. The borrower kept insisting their "real" name was different from what was on file with the state. Finally got it right on the fourth try but I aged ten years in the process.

0 coins

Three rejections is brutal. Did you have to pay filing fees each time?

0 coins

YES! $25 each time. Plus the embarrassment of explaining to the client why their lien wasn't perfected yet.

0 coins

This is why I always pull a fresh entity search before filing. The $10 search fee saves you from multiple rejection fees.

0 coins

In your situation, definitely go with the charter name including the comma. But here's a pro tip - also check if there are any recent amendments to their articles. Sometimes companies file amendments to change their legal name to match how they've been doing business. If there's a recent amendment removing the comma, you'd want to use that version instead.

0 coins

Good point about amendments. I'll check their entity status before refiling. Thanks!

0 coins

How recent would be too recent for an amendment? Like if they filed it last week, would NJ's system have it updated already?

0 coins

NJ is usually pretty fast, within 3-5 business days for amendments. But I'd call their commercial recording division to confirm if you're cutting it close.

0 coins

I handle a lot of equipment financing and this comma thing comes up constantly. What's frustrating is different states have different standards. Delaware is super strict, California is more forgiving, New York falls somewhere in between. New Jersey definitely leans toward the strict side. Your best bet is always the exact charter name, punctuation and all.

0 coins

Is there any resource that breaks down each state's debtor name requirements? Would save so much time.

0 coins

The IACA has some state-by-state guides but they're not always current. Each SOS website usually has their own guidelines buried somewhere.

0 coins

For $2.3M deal, I'd honestly recommend getting a UCC search done first to see what other lenders have filed against this debtor. Sometimes you can see what name variations have been accepted in the past. If everyone else is using the no-comma version and getting accepted, that might give you confidence to go that route too.

0 coins

That's actually brilliant. Never thought to use other filings as a reference point.

0 coins

Just be careful with that approach. Just because another filing was accepted doesn't mean it was legally correct. Could still be vulnerable to challenges.

0 coins

Been using Certana.ai for document verification on all my UCC filings now. It's become part of my standard workflow - charter documents go in, draft UCC-1 goes in, system flags any discrepancies instantly. Has saved me from several name mismatch rejections. For a deal your size, the document check is definitely worth doing before you file.

0 coins

How long does the verification take? Sometimes I'm filing under tight deadlines.

0 coins

Literally seconds. Upload both PDFs and it compares them instantly. Way faster than manually checking character by character.

0 coins

Also dealing with NJ UCCs right now. One thing I learned is their online portal sometimes gives better error messages than the paper rejections. If you file electronically and it gets rejected, the error message is usually more specific about what exactly was wrong with the debtor name.

0 coins

Their online system is so much better than the old paper process. Real-time validation catches a lot of issues before you even submit.

0 coins

Agreed. Plus you get the filing number immediately instead of waiting for mail confirmation.

0 coins

Quick update on your situation - if the loan documents use the no-comma version, you might want to consider having the borrower sign an acknowledgment that their legal entity name (with comma) is the same as the name used in the loan docs (without comma). Doesn't affect the UCC filing decision but gives you some cover on the loan documentation side.

0 coins

That's a really good idea for the loan file. I'll draft something up. Still going with the charter name for the UCC though.

0 coins

Smart move. Always better to have too much documentation than not enough when it comes to entity name variations.

0 coins

One more check you should do - pull their current certificate of good standing from NJ. Sometimes the name format on the good standing certificate is slightly different from the original articles, and that's considered the most current official name. Worth the $25 to be absolutely sure.

0 coins

Good standing certificates are definitely the gold standard for current legal names. Much more reliable than old articles that might have been amended.

0 coins

How current are those certificates usually? Like if there was a recent name change, would it show up immediately?

0 coins

In NJ, usually within a week of any filing. But I always check the date on the certificate to make sure it's recent enough for my purposes.

0 coins

UCC Document Community AI

Expert Assistant
Secure

Powered by Claimyr AI

T
I
+
20,087 users helped today