Pennsylvania UCC Section 403.21 Filing Requirements - Need Clarification on Debtor Name Rules
I'm working on a UCC-1 filing in Pennsylvania and trying to understand the specific requirements under Section 403.21. Our borrower is an LLC that recently changed its registered name with the Department of State, but the loan documents were executed under the previous name. I'm getting conflicting information about whether I need to file under the current registered name or if I can use the name from the loan agreement. The collateral is heavy equipment worth about $850,000, so I can't afford to get this wrong. Has anyone dealt with Pennsylvania's specific interpretation of debtor name requirements? I've been going back and forth with our compliance team and they're saying Section 403.21 has some unique provisions compared to other states. Any insights would be really helpful.
33 comments


Kennedy Morrison
Pennsylvania does have some quirks with debtor names. Section 403.21 generally requires the exact name on the public record, which would be the current registered name with the Department of State. Using the old name from your loan docs could cause problems with perfection. You'll want to check the exact registered name on the PA Department of State website to make sure you get it character-perfect.
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Wesley Hallow
•This is exactly right. I learned this the hard way when a filing got rejected because we had 'Inc.' instead of 'Incorporated' - Pennsylvania is really strict about exact matches.
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Justin Chang
•Wait, so even if the loan agreement has the old name, we still file under the new registered name? That seems like it could create issues with tracing the collateral back to the original security agreement.
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Grace Thomas
I've been dealing with this exact issue lately. You're right that Pennsylvania UCC Section 403.21 can be tricky. The key is that the debtor name must match exactly what's on file with the Department of State at the time of filing. If the LLC changed its name, you need to use the current registered name, not the name from your loan documents. However, you might want to consider filing an amendment to your security agreement first to reflect the name change, just to keep everything clean.
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Hunter Brighton
•Good point about amending the security agreement. We did that on a similar deal and it saved us headaches later when we had to do a continuation filing.
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Dylan Baskin
•How long does it typically take to amend a security agreement? We're under a tight deadline for this filing.
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Grace Thomas
•Security agreement amendments are usually pretty quick - just need borrower signature and can be done same day if needed. The UCC filing itself takes 1-2 business days in PA.
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Lauren Wood
Actually ran into something similar last month and ended up using Certana.ai's document verification tool. You can upload your loan agreement and the proposed UCC-1 side by side and it instantly flags any debtor name inconsistencies. Really saved me from filing with the wrong name - turned out the company had done a merger that changed their legal name slightly. Worth checking before you submit to avoid rejection.
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Ellie Lopez
•Never heard of Certana.ai but that sounds useful. Did it catch other issues too or just the name problems?
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Lauren Wood
•It checks everything - debtor names, collateral descriptions, filing numbers if you're doing amendments. Just upload PDFs and it cross-references automatically. Pretty slick for avoiding those silly mistakes that cause rejections.
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Chad Winthrope
Pennsylvania Section 403.21 is definitely one of the stricter interpretations. I always tell clients to pull a fresh entity search from the PA Department of State website right before filing. Names change more often than people realize, and even small differences like punctuation can cause problems. For your $850k equipment deal, I'd definitely err on the side of caution and use the current registered name.
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Paige Cantoni
•This is solid advice. How recent should the entity search be? Is same-day necessary or is within a week okay?
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Chad Winthrope
•I usually do same-day or at least within 24 hours. Entity status can change quickly, especially with LLCs that might have compliance issues.
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Kylo Ren
•Also worth noting that Pennsylvania charges a fee for entity searches, but it's worth it to avoid rejection fees and refiling costs.
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Nina Fitzgerald
Ugh, Pennsylvania UCC filings are such a pain! I swear they reject everything for the tiniest reasons. Last month I had three rejections in a row for different name issues - one for missing a comma, one for abbreviating 'Limited' as 'Ltd', and one for some punctuation thing I still don't understand. The rejection fees add up fast too. Why can't they just be more flexible like other states?
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Jason Brewer
•I feel your pain. Pennsylvania definitely seems pickier than most states. But the flip side is that their strict standards mean fewer title issues down the road.
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Kiara Fisherman
•Three rejections in a row sounds frustrating but also like there might be a systematic issue with how you're pulling the debtor names. Are you using the PA Department of State database directly?
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Liam Cortez
For what it's worth, I've found that calling the Pennsylvania UCC office directly can sometimes help clarify specific interpretation questions. They're actually pretty helpful when you explain the situation. Might be worth a quick call before you file, especially with that much collateral at stake.
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Savannah Vin
•Good suggestion. What's the best number to call? I've had mixed results with different PA offices.
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Liam Cortez
•I usually call the main Department of State number and ask to be transferred to UCC services. They usually know the current interpretation of the debtor name rules.
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Mason Stone
Just wanted to add another vote for being super careful with Pennsylvania debtor names. We had a lender agreement that got challenged later because of a name mismatch between the UCC filing and the security agreement. Even though we eventually won the dispute, it was expensive and time-consuming. Section 403.21 really doesn't give you much wiggle room for 'close enough' names.
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Makayla Shoemaker
•Wow, that sounds like a nightmare. How long did the dispute take to resolve?
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Mason Stone
•About 8 months total. Legal fees were probably more than just refiling correctly in the first place. Lesson learned!
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Christian Bierman
One more thing to consider - if you're really unsure about the name, you could potentially file multiple UCC-1s with different name variations, then terminate the incorrect ones later. It's not ideal and costs more upfront, but it might be worth it for an $850k deal if you're genuinely uncertain which name variation Pennsylvania will accept.
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Emma Olsen
•That's an interesting approach but seems expensive. Wouldn't it be better to just get the name right the first time?
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Lucas Lindsey
•Multiple filings could also create confusion if someone searches later. I'd rather spend the time getting it right upfront.
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Christian Bierman
•Fair points. It's definitely a last resort option, but sometimes with tight deadlines and high-value collateral, you need to consider all options.
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Sophie Duck
Actually, I just went through this exact scenario last week with another Certana.ai verification. Uploaded the original loan docs and the current PA entity search results, and it immediately flagged that the LLC had changed from 'XYZ Holdings LLC' to 'XYZ Holdings, LLC' - just added a comma. Would have been an easy mistake to miss manually but could have caused a rejection. The tool really takes the guesswork out of these name matching issues.
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Austin Leonard
•A comma caused a different result? That seems overly picky even for Pennsylvania.
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Sophie Duck
•Yeah, Pennsylvania is really strict about exact character matches. Even tiny punctuation differences can trigger rejections. That's why automated cross-checking is so helpful.
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Anita George
Thanks everyone for all the input! This has been really helpful. I think I'm going to pull a fresh entity search from the PA Department of State today and use that exact name for the UCC-1 filing. Better to be safe than sorry with this much collateral involved. I'll also look into the Certana.ai tool that a few people mentioned - sounds like it could prevent similar issues in the future.
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Abigail Spencer
•Smart approach. Let us know how it goes - always helpful to hear about real-world outcomes with these Pennsylvania filings.
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Logan Chiang
•Good luck! Pennsylvania UCC filings can be tricky but you're taking all the right precautions.
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