Secured party UCC amendment rejected - debtor name mismatch issue

Wait, does that mean the lien was invalid for 6 years?? That's terrifying.

Not necessarily invalid, but potentially unperfected depending on the state's 'seriously misleading' standard. Most courts would probably find a missing comma not seriously misleading, but you don't want to find out in bankruptcy court.

That sounds helpful - does it check against the actual SOS database or just compare documents?

It compares the documents you upload to verify consistency. So if you upload the charter and UCC filing, it'll flag that comma discrepancy immediately. Really useful for catching these name issues before they become problems.

Interesting tool, never heard of it before. Might be worth trying since manual document comparison is so error-prone.

What if the formation documents are ambiguous about punctuation? Sometimes state filings aren't consistent either.

Then you go with the version on the most recent certificate of good standing from the Secretary of State. That's usually considered the authoritative source for the current legal name.

I understand the frustration, but the name requirements exist for good reason. Searchers need to be able to find filings reliably, and inconsistent naming makes that impossible.

Sure, but then why don't they standardize the databases to ignore minor punctuation? The technology exists!

We're in Ohio. The filing number is correct, it's definitely just the name issue causing the rejection.

Ohio follows the standard 'seriously misleading' test. A missing comma probably isn't seriously misleading, but you still want to fix it properly.

Absolutely agree. I learned this lesson the hard way on a fixture filing where we got the corporate suffix wrong.

Ouch, fixture filings are even trickier because you're dealing with real estate records too. Double the potential for name issues.

Glad it helped! Those collateral description issues can be just as problematic as name problems.

What kind of collateral description issues did it find? Always curious about common mistakes.

One was an equipment serial number that didn't match between our security agreement and the UCC filing. The other was a missing model year on a vehicle. Small things but could cause problems later.

Good tip. Do you order it every time even for amendments?

For amendments that change debtor information, yes. For simple continuations or terminations, usually not necessary unless there's been a long gap since the last filing.

Depends on your definition of 'problems.' For routine business, probably not often. But if the debtor goes bankrupt or there's a dispute over priority, even minor name errors can be challenged.

Had a case last year where a competitor's attorney challenged our lien over a missing period in 'Inc.' vs 'Inc' - cost us $50K in legal fees to resolve.

Thanks everyone. Really appreciate all the advice. Filing the corrective UCC-1 Monday and then will proceed with the secured party amendment.

Smart move. Better to spend a little extra on corrective filings than risk losing perfection on a $400K lien.