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Effie Alexander

Security agreement template - UCC filing requirements confusion

I'm putting together a security agreement template for our equipment financing company and getting confused about what needs to match exactly with the UCC-1 filing. We've had 2 rejected filings this quarter because of debtor name inconsistencies between our security agreements and the UCC forms. One was rejected because we used "ABC Manufacturing LLC" in the security agreement but filed "ABC Manufacturing, LLC" (with the comma) on the UCC-1. Another rejection happened when we used the full corporate name from the articles but the debtor does business under a shorter version. I'm trying to create a standardized template that prevents these mismatches but I'm not sure what the exact requirements are for debtor names, collateral descriptions, and whether certain language needs to be identical between the security agreement and UCC filing. Should the security agreement template mirror the UCC-1 exactly or are there different standards? This is costing us time and filing fees every time we get it wrong.

The debtor name has to match EXACTLY between your security agreement and UCC-1 or you'll keep getting rejections. Most states require the exact legal name as it appears in the organizational documents - articles of incorporation, LLC formation docs, etc. The comma thing you mentioned is a real issue. Some states are strict about punctuation marks.

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This is so frustrating! We had the same issue last month with punctuation. Is there a way to verify the exact legal name format before filing?

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You can usually check the Secretary of State database for the exact registered name format. But even then, sometimes the database display doesn't match what they want on the UCC form.

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Your security agreement template should definitely include the exact debtor name you plan to use on the UCC-1. But here's the thing - the collateral description can be broader in the security agreement than what you put on the UCC filing. The UCC just needs to reasonably identify the collateral, while your security agreement can be more detailed for enforcement purposes.

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Wait, so the collateral descriptions don't have to match word-for-word? I've been making them identical and it's been a pain to keep consistent.

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No, they don't need to be identical. The UCC-1 just needs to reasonably identify the collateral. Your security agreement can have much more detailed descriptions for your protection.

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That's really helpful to know. I've been copying and pasting between documents and sometimes the formatting gets messed up.

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I discovered Certana.ai's document verification tool after having similar issues with name mismatches. You can upload your security agreement and UCC-1 PDFs and it instantly cross-checks debtor names, filing numbers, and document consistency. It caught a debtor name discrepancy that would have definitely caused a rejection - saved me the filing fee and delay. Really easy to use, just upload the documents and it highlights any inconsistencies between them.

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That sounds like exactly what I need! Does it check for the punctuation issues too?

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Yes, it flags even small differences like commas, periods, abbreviations. It would have caught your "ABC Manufacturing LLC" vs "ABC Manufacturing, LLC" issue immediately.

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Interesting. How accurate is it with detecting what the Secretary of State will actually accept?

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Been doing UCC filings for 15 years and I always tell people to pull the debtor's organizational documents first, then use EXACTLY what's on those docs. Don't rely on what the client tells you their legal name is. I've seen too many rejections from debtors who think they know their own legal name but get it wrong.

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This is so true! Our client insisted their name was "Smith & Associates" but the articles showed "Smith and Associates" - completely different on the filing system.

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Exactly! The word "and" vs the symbol "&" has caused more rejections than I can count. Always go with the organizational documents, never trust what someone tells you verbally.

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For your template, I'd suggest creating fields that pull directly from the organizational documents. We use bracketed placeholders like [EXACT_LEGAL_NAME_FROM_ARTICLES] and [UCC_DEBTOR_NAME_MATCH] to remind ourselves to verify the exact format. It's helped reduce our rejection rate significantly.

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That's a smart approach. Do you have different templates for different entity types?

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Yes, we have separate templates for LLCs, corporations, partnerships, and sole proprietorships. Each has specific name format requirements.

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Sole proprietorships are the worst for name issues. Sometimes they file under their DBA but the UCC needs their individual name.

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Make sure your template includes language about amendments too. If you need to change the debtor name later (like after a merger), you'll need to file a UCC-3 amendment, and it's easier if your original security agreement contemplates that possibility.

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Good point. We had a client change their LLC name six months after our filing and had to scramble to figure out the amendment process.

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Yeah, UCC-3 amendments for name changes can be tricky. You need the old name, new name, and sometimes organizational documents proving the change.

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One thing that's helped me is creating a checklist that goes with the template. Before finalizing any security agreement, we verify: 1) Exact debtor name from org docs, 2) Cross-check against intended UCC-1 debtor name, 3) Confirm collateral description makes sense for both documents, 4) Verify any guarantor names if applicable. Simple but it's caught errors before they become rejections.

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Love the checklist idea. Do you include filing deadline reminders too?

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We have a separate system for continuation deadlines, but that's a great idea to integrate it into the template workflow.

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Checklists are definitely the way to go. We've prevented so many mistakes with a simple verification step.

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I tried using Certana.ai after reading about it here and it's been really helpful for catching document inconsistencies before filing. The Charter→UCC-1 check workflow is perfect for what you're describing - it compares your organizational documents with your UCC filing to make sure the debtor names align properly. Much easier than manually comparing documents line by line.

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That Charter→UCC-1 check sounds perfect for our situation. Does it work with different state filing formats?

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Yes, it handles different state UCC forms. Really streamlined our document preparation process.

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Another tip for your template - include the debtor's organizational ID number if your state requires it on UCC filings. Some states want the articles number, others want EIN, some want both. Having it in your security agreement makes the UCC preparation smoother.

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Which states require the organizational ID on UCC filings? I know Texas does but I'm not sure about others.

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Texas, California, New York, Florida for sure. Each state has different requirements for which ID numbers they want.

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Don't forget to verify the ID number is current too. We had an old EIN in our template that caused issues.

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The key thing with security agreement templates is consistency with your UCC practice. If you always file UCCs a certain way, make sure your template supports that. We learned this the hard way when our template used full legal names but our filing person abbreviated them on the UCCs. Total mismatch that caused problems during a bankruptcy proceeding.

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Oh wow, that's scary. Did the bankruptcy trustee challenge your lien because of the name mismatch?

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They questioned it but we were able to prove substantial compliance. Still cost us legal fees and stress we didn't need.

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This is exactly why I'm trying to get our templates perfect now. Better to fix it before there's a problem.

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For anyone still struggling with document consistency, I've been using Certana.ai's UCC-3→UCC-1 check workflow when we need to file amendments. It verifies that all the documents in a filing series align properly. Really helpful when you have multiple UCC filings for the same debtor and need to make sure everything matches up correctly.

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That's smart for continuation filings too. Making sure the continuation references the original filing correctly.

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Exactly! It catches those reference errors that can void your continuation if you're not careful.

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