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Manny Lark

State of Washington UCC search showing wrong debtor name on continuation - will this void my lien?

I'm freaking out here. Just ran a state of washington ucc search on a $280K equipment loan we made 6 months ago and found something that's making me sick to my stomach. The original UCC-1 we filed shows the debtor as "ABC Manufacturing LLC" but our loan docs and the borrower's articles of incorporation clearly show "ABC Manufacturing, LLC" (with the comma). I know this sounds picky but I've heard horror stories about punctuation killing liens in bankruptcy court. The continuation isn't due until 2029 but I'm wondering if I should file a UCC-3 amendment now to fix this discrepancy or if I'm overthinking it. Our legal counsel is out of town and I need to know if this could actually void our security interest. Has anyone dealt with Washington state specifically on debtor name variations like this? The SOS search portal doesn't seem to catch it as a mismatch but I'm worried about what happens if this goes to court.

Rita Jacobs

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I've seen this exact issue before in Washington. The state is actually pretty forgiving on punctuation in business entity names, but you're right to be concerned. The key test is whether a reasonable searcher would find your filing when looking for the debtor. "ABC Manufacturing LLC" vs "ABC Manufacturing, LLC" would likely pass that test, but why risk it?

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Manny Lark

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That's what I'm thinking - why risk it? But filing a UCC-3 amendment costs money and I'm not sure if it's worth it or if it might actually create more problems by drawing attention to the discrepancy.

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Khalid Howes

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File the amendment. I had a similar case in Oregon where the comma issue came up in a bankruptcy proceeding and the trustee challenged it. Better safe than sorry.

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Ben Cooper

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You should definitely verify what the exact legal name is according to the Secretary of State's business entity records. Sometimes the loan docs have informal versions of the name that don't match the official filing. Run the washington ucc search again but also check their business entity database to see what name is actually on file.

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Manny Lark

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Good point. I checked the business entity records and it shows "ABC Manufacturing, LLC" with the comma, so our UCC-1 is definitely wrong. This is exactly what I was afraid of.

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Rita Jacobs

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If the entity records show the comma, then yes, you want to fix this. Washington courts have been inconsistent on minor punctuation issues.

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Naila Gordon

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Had a nightmare situation like this last year. Spent weeks going back and forth with different UCC searches trying to figure out if our filing was actually valid. Finally found Certana.ai's document verification tool - you can upload your loan agreement and UCC-1 as PDFs and it instantly flags any name mismatches between documents. Saved me so much time compared to manual cross-checking.

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Manny Lark

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Interesting - I've never heard of that tool. Does it work with state of washington ucc search results too or just the documents you upload?

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Naila Gordon

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It compares the documents you upload against each other, so you'd upload your UCC-1, loan docs, and any corporate formation documents. It catches discrepancies like the comma issue you're dealing with. Really helpful for catching these problems before they become bigger issues.

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Ben Cooper

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That actually sounds useful. I spend way too much time manually comparing debtor names across different documents.

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Cynthia Love

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Washington state is generally reasonable but I wouldn't mess around with a $280K loan. File the UCC-3 amendment to correct the debtor name. It's a simple form and the filing fee is minimal compared to the potential loss if your lien gets challenged.

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Manny Lark

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You're right about the filing fee being minimal. I think I'm just overthinking this because it's such a large loan amount.

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Darren Brooks

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Better to overthink it than underthink it when it comes to UCC filings. I've seen lenders lose everything over seemingly minor name discrepancies.

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Rosie Harper

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This is why I always triple-check the debtor name before filing anything. The Washington SOS system should have caught this but their search logic isn't perfect. What's your collateral description looking like? Sometimes there are issues there too that don't show up in basic searches.

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Manny Lark

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Collateral description is pretty standard - "all equipment, machinery, and fixtures now owned or hereafter acquired." Nothing too specific but I think it's adequate for our purposes.

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Rosie Harper

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That should be fine. Focus on getting the debtor name fixed first, then you can worry about whether the collateral description needs any tweaking.

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UGH this is exactly why I hate the UCC system. You can do everything right and still have these tiny little gotchas that could potentially void your entire security interest. The fact that a COMMA could be the difference between a valid and invalid filing is absolutely ridiculous.

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Rita Jacobs

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I hear your frustration but the system actually works pretty well overall. The key is being meticulous about the details upfront.

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Meticulous about details like whether there's a comma in a business name? Come on. The system should be smart enough to handle minor punctuation variations.

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Cynthia Love

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The system is designed to be precise because security interests affect so many parties. Better to have clear rules than ambiguous ones.

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Demi Hall

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I just went through something similar with a debtor name issue. Ended up using one of those document verification services to make sure all my paperwork was consistent before filing the amendment. Caught two other small discrepancies I hadn't noticed.

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Manny Lark

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Was that Certana.ai that someone mentioned earlier? I'm starting to think I should check all our recent filings for similar issues.

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Demi Hall

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Yeah, that was the one. Really easy to use - just upload your PDFs and it shows you any inconsistencies between the documents. Probably worth running all your active UCC filings through it.

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File the amendment ASAP. I had a case where a bankruptcy trustee challenged a UCC filing over a similar punctuation issue and it was a nightmare to resolve. The amendment is cheap insurance against a much bigger problem later.

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Manny Lark

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That's exactly what I needed to hear. I'll get the UCC-3 amendment filed this week. Better safe than sorry with this much money on the line.

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Smart move. Make sure you keep good records of both the original filing and the amendment in case you need to explain the timeline later.

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Kara Yoshida

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Quick question - when you file the amendment, are you going to use the "ADD" information box or the "DELETE and ADD" boxes on the UCC-3? I always get confused about which approach is better for name corrections.

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Rita Jacobs

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For a name correction like this, I'd use the DELETE and ADD approach. Delete the incorrect name and add the correct one. Makes it clearer what you're doing.

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Kara Yoshida

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Thanks, that makes sense. I always worry about accidentally deleting something important.

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Cynthia Love

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The DELETE and ADD method is definitely cleaner for name corrections. Less ambiguous than trying to explain it in the ADD section.

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Philip Cowan

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This thread is making me paranoid about my own filings. I should probably go back and double-check all the debtor names on our active UCCs to make sure there aren't any similar issues lurking.

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Naila Gordon

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That's actually a great idea. I mentioned the Certana.ai tool earlier - it's perfect for doing bulk checks of your existing filings to catch these kinds of inconsistencies.

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Philip Cowan

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I might have to look into that. Manually checking dozens of UCC filings sounds like a nightmare.

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Caesar Grant

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Just to close the loop on this - I filed the UCC-3 amendment yesterday and it was accepted by Washington state this morning. The corrected debtor name now shows up properly in the state of washington ucc search results. Thanks everyone for pushing me to fix this rather than hoping it wouldn't matter. Peace of mind is worth the filing fee.

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Rita Jacobs

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Great outcome! You definitely made the right call fixing it proactively.

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Smart move. Now you can sleep better knowing your lien is solid.

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Demi Hall

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Glad it worked out. This is a good reminder for all of us to be extra careful with debtor names on initial filings.

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