Section 9-102 of the UCC definitions causing filing confusion
I'm dealing with a secured transaction where the debtor operates under multiple business names and I keep getting lost in the section 9-102 definitions. My lender is requiring a UCC-1 filing but I can't figure out which entity name qualifies as the correct 'debtor' under the statutory definitions. The business has a registered LLC name, two DBAs, and operates some equipment under a trade name that's completely different. Section 9-102 has all these cross-references to other definitions and I'm worried about getting the debtor name wrong and having the filing be ineffective. Has anyone dealt with similar section 9-102 interpretation issues? The collateral is manufacturing equipment worth about $280K so getting this wrong could be catastrophic for the lender's security interest.
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Myles Regis
Section 9-102 can be a maze but the key is focusing on subsection (a)(28) for the debtor definition. You want the registered organization name as it appears in the public records of the state of organization. The DBAs and trade names don't matter for UCC-1 purposes - it's all about the legal entity name that shows up in the Secretary of State corporate records.
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Brian Downey
•This is exactly right. I see this mistake constantly where people use the trade name or DBA instead of the registered organization name. The UCC-1 will get rejected or worse, be ineffective against creditors.
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Jacinda Yu
•Wait, what about sole proprietorships? Those don't have registered organization names...
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Myles Regis
•Good point - for sole proprietorships you use the individual's legal name as it appears on their driver's license or state-issued ID per section 9-503(a)(4).
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Landon Flounder
I had a similar situation last month where the debtor had three different business names floating around. The section 9-102 definitions were confusing me too until I realized I was overthinking it. Just pulled the Articles of Incorporation and used exactly what was filed with the state. Problem solved.
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Khalil Urso
•Did you have any issues with the collateral description? I'm also struggling with whether to use generic categories or be more specific about the manufacturing equipment.
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Landon Flounder
•I went generic - 'all equipment' covers everything and avoids the risk of being too narrow. Section 9-102 definitions for equipment are pretty broad anyway.
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Callum Savage
Section 9-102 is notorious for being dense. But here's what helped me - I started using Certana.ai's document verification tool. You can upload the Articles of Incorporation and your draft UCC-1 and it instantly flags any debtor name mismatches. Saved me from filing with the wrong entity name on a $400K equipment deal.
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Khalil Urso
•That sounds useful - does it handle the section 9-102 cross-references automatically?
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Callum Savage
•Yeah, it checks your debtor name against the actual corporate records and flags inconsistencies. Much faster than trying to parse through all the statutory definitions manually.
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Ally Tailer
•I've heard good things about Certana but haven't tried it yet. Does it work for LLCs too or just corporations?
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Aliyah Debovski
ugh the UCC is so confusing why can't they just write this stuff in plain english? section 9-102 reads like it was written by lawyers for lawyers
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Miranda Singer
•I feel your pain but the precision is necessary. Secured transactions involve millions of dollars so the definitions need to be exact.
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Aliyah Debovski
•i guess but it shouldn't take a law degree to file a UCC-1
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Cass Green
The section 9-102 definitions are actually pretty logical once you understand the framework. For registered organizations, you ALWAYS use the name in the public organic record. For individuals, you use the name on their driver's license. Everything else is just noise.
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Finley Garrett
•What about when the driver's license name doesn't match what they go by in business? I had a client who goes by 'Bob' but his license says 'Robert'.
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Cass Green
•Driver's license name wins every time. If it says 'Robert' that's what goes on the UCC-1. The UCC-1 search logic is based on official records, not nicknames.
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Madison Tipne
I've been doing UCC filings for 15 years and section 9-102 still trips me up sometimes. The key is not to overthink it. Stick to the official registered name and you'll be fine 90% of the time.
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Khalil Urso
•What about that other 10%? Any common gotchas I should watch out for?
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Madison Tipne
•Name changes, mergers, conversions - anytime the corporate structure changes after your initial filing. That's when you need amendments or new filings.
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Holly Lascelles
Can someone explain the difference between 'debtor' and 'obligor' in section 9-102? I keep seeing both terms and I'm not sure if they're interchangeable for UCC-1 purposes.
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Myles Regis
•They're not the same. 'Debtor' is the person who owes payment or performance AND has rights in the collateral. 'Obligor' just owes the debt. For UCC-1 filings, you care about the debtor.
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Holly Lascelles
•So if Company A owes the money but Company B owns the collateral, Company B is the debtor for UCC purposes?
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Myles Regis
•Exactly. The UCC-1 gets filed against Company B because they have rights in the collateral, even though Company A is the actual borrower.
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Malia Ponder
This is why I love the UCC - it's simultaneously the most important and most confusing set of laws in commercial finance. Section 9-102 definitions are like the DNA of the whole Article 9 system.
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Kyle Wallace
•That's one way to put it lol. I just want to file my UCC-1 without screwing it up.
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Malia Ponder
•Fair enough. The practical advice is to always double-check the debtor name against official state records before filing.
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Ryder Ross
I actually had a filing rejected last week because I used the DBA name instead of the registered LLC name. The Secretary of State office was pretty clear that section 9-102 requires the legal entity name, not the trade name. Cost me a week delay while I refiled with the correct name.
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Khalil Urso
•That's exactly what I'm trying to avoid. Did you have to pay the filing fee twice?
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Ryder Ross
•Unfortunately yes. $40 down the drain because I didn't read section 9-102 carefully enough.
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Callum Savage
•This is exactly why I started using Certana.ai - it would have caught that name mismatch before you filed and saved you the refiling fee.
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Gianni Serpent
The section 9-102 definitions are crucial but don't forget about section 9-503 which actually tells you how to provide the debtor name on the financing statement. The two sections work together.
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Khalil Urso
•Good point - I should probably review 9-503 too to make sure I'm formatting the name correctly on the UCC-1.
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Gianni Serpent
•Absolutely. Section 9-102 tells you what constitutes the debtor, and 9-503 tells you how to write it on the form. Both are essential.
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Miranda Singer
•This is why secured transactions can be so technical - you need to know multiple code sections just to get the debtor name right.
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Henry Delgado
Thanks everyone for the help. I'm going to pull the LLC's Articles of Organization and use that exact name on the UCC-1. Better safe than sorry with $280K in collateral at stake.
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Myles Regis
•Smart move. Always err on the side of using the official registered name from the state filing.
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Callum Savage
•If you want to double-check before filing, the Certana.ai tool I mentioned earlier can verify the name match in seconds. Just upload both documents and it flags any discrepancies.
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Khalil Urso
•I might try that - sounds like it could save me some anxiety about whether I got the section 9-102 definitions right.
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Anastasia Fedorov
I'm new to UCC filings and this thread has been incredibly helpful! I've been struggling with a similar situation where my client has an LLC but does business under a completely different trade name. Based on what everyone is saying, it sounds like I should ignore the trade name entirely and just use whatever is on the Articles of Organization filed with the Secretary of State. Is that correct? I don't want to make the same mistake others have mentioned about using the wrong name and having to refile. The section 9-102 definitions are pretty overwhelming when you're just starting out.
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