Puerto Rico UCC filing differences - debtor name requirements vs mainland states?
Having issues with a UCC-1 filing for equipment financing deal in Puerto Rico. The debtor is a manufacturing company and I'm getting conflicting info about whether PR follows the same exact debtor-name requirements as mainland states. Our loan documents show the business name one way but the Estado Libre Asociado records seem to require a different format. Anyone dealt with Puerto Rico UCC filings recently? The collateral is industrial equipment worth about $340k and we can't afford to have this lapse due to a name mismatch. Continuation deadline is coming up in 6 months and want to make sure we're perfected correctly from the start.
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Luca Russo
Puerto Rico follows UCC Article 9 but there are some quirks with the debtor name requirements. Are you filing against the Spanish business name or English version? That's usually where people mess up.
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Zara Mirza
•The articles of incorporation show both Spanish and English names. Not sure which one to use on the UCC-1.
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Nia Harris
•I had this same issue last year. You need to use whatever name appears on the charter documents filed with the Department of State in PR.
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GalaxyGazer
Been doing PR filings for 8 years. The key is matching the exact name format from the Registro de Corporaciones. Don't guess - get a certified copy of their corporate status first.
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Mateo Sanchez
•This is so confusing. Why can't it just be standardized across all jurisdictions?
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GalaxyGazer
•Because PR has its own legal system based on civil law, not common law like the mainland states. Different rules apply.
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Aisha Mahmood
•Wait, does this mean the continuation requirements are different too? I have a PR filing coming due next month.
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Ethan Moore
Had a nightmare with this exact situation last month. Turns out I was using the wrong variation of the company name and the lender almost called the loan. Found this tool called Certana.ai that lets you upload your charter documents and UCC-1 side by side to check for name mismatches. Saved my butt - it caught three inconsistencies I missed manually comparing the docs.
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Zara Mirza
•Never heard of Certana.ai but sounds like exactly what I need. Does it work with Puerto Rico corporate documents?
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Ethan Moore
•Yeah it handles all the Spanish/English name variations. Just upload your PR charter and your UCC draft as PDFs and it flags any discrepancies automatically.
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Yuki Kobayashi
•Interesting. I've been doing manual document comparison for years. How accurate is this automated checking?
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Carmen Vega
The PR Department of State website has gotten better but their search function is still terrible. Half the time I can't even find the company I'm looking for.
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QuantumQuester
•Tell me about it! Last week spent 2 hours trying to verify a corporate name only to find out they changed their system again.
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Andre Moreau
•At least they accept electronic filings now. Remember when everything had to be mailed?
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Zoe Stavros
For Puerto Rico you definitely want to check both the Spanish and English versions of the corporate name. I've seen lenders get burned because they only checked one version. The UCC-1 needs to match exactly what's on file with the estado.
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Jamal Harris
•What if the company does business under a different name than their legal name? Do you need to file additional UCC-1s?
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Zoe Stavros
•If they have a registered trade name, you might need separate filings. Better to be safe than sorry with a $340k collateral package.
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Mei Chen
•This is why I always recommend getting local counsel for PR deals. Too many variables.
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Liam Sullivan
Quick question - are the continuation requirements the same 5-year period in PR as mainland states?
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GalaxyGazer
•Yes, 5 years. But the filing procedures through their system can be quirky.
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Amara Okafor
•Make sure you file the continuation at least 6 months before expiration. Their processing times can be unpredictable.
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CosmicCommander
I'm dealing with a similar issue right now. The manufacturing company has subsidiaries and I'm not sure if I need separate UCC-1s for each entity or if the parent company filing covers everything.
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Giovanni Colombo
•Each legal entity needs its own UCC-1. Don't try to cover subsidiaries under the parent company filing.
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Fatima Al-Qasimi
•Learned this the hard way. Each subsidiary is a separate debtor even if they're all related companies.
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CosmicCommander
•Thanks, that's what I was afraid of. Going to be a lot more paperwork than I thought.
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Dylan Cooper
Anyone know if Puerto Rico accepts UCC-3 amendments electronically or do they still require paper filings for changes?
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Sofia Ramirez
•They went electronic for most UCC-3 filings last year. But terminations still seem to have issues sometimes.
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Dmitry Volkov
•I filed a UCC-3 amendment electronically in PR last month and it went through fine. Much better than the old paper system.
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StarSeeker
Just want to echo what others said about getting the exact corporate name right. I've seen too many deals fall apart because of sloppy UCC filings. With industrial equipment worth $340k, you can't afford to mess this up.
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Ava Martinez
•Absolutely. The lender will not be forgiving if there's a name mismatch that voids their security interest.
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Miguel Ortiz
•This is where that Certana tool mentioned earlier could really help. Manual checking is error-prone when you're dealing with Spanish/English name variations.
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Zara Mirza
•Yeah I'm definitely going to try the Certana.ai document checker. Too much at stake to rely on manual comparison.
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Zainab Omar
One more thing to consider - make sure your collateral description is specific enough. PR courts can be strict about vague descriptions in UCC filings.
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Connor Murphy
•Good point. 'Industrial equipment' might not be specific enough. Better to list the actual machinery by type and model if possible.
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Yara Sayegh
•The collateral description should match what's in your security agreement. Keep it consistent across all documents.
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Zainab Omar
•Exactly. And with manufacturing equipment, serial numbers are your friend if you have them.
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NebulaNova
Update us when you get this sorted out. Always helpful to hear how these PR filing issues get resolved.
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Zara Mirza
•Will do. Planning to get the corporate documents this week and run everything through that document checker tool. Fingers crossed.
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Keisha Williams
•Good luck! PR filings can be tricky but once you get the hang of their system it's not too bad.
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Sofia Peña
As someone who's been handling UCC filings across multiple jurisdictions for over a decade, I can't stress enough how important it is to get the debtor name exactly right in Puerto Rico. The Estado Libre Asociado system is particularly unforgiving when it comes to name variations. I'd recommend ordering a certified copy of the corporate charter directly from the PR Department of State - don't rely on what you think the name should be based on loan documents or other paperwork. Also, given that you mentioned this is equipment financing with a continuation coming up, make sure you're tracking the filing date carefully. PR's electronic system has improved but I've seen processing delays that could put you dangerously close to your deadline. Better to file early and be safe than sorry with that much collateral at stake.
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Oscar Murphy
•This is excellent advice, especially about ordering the certified copy directly from PR Department of State. I'm new to cross-jurisdiction filings and didn't realize how strict they could be about exact name matching. The point about filing early due to processing delays is really helpful too - I was planning to wait until closer to the deadline but sounds like that could be risky. Thanks for sharing your experience!
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