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Logan Greenburg

UCC 1-308 language requirements for French-speaking debtors - filing complications

Having major issues with a UCC-1 filing where the debtor's legal name contains French characters and accents. The secretary of state's portal keeps rejecting our electronic filing, and I'm not sure if this is related to the UCC 1-308 provisions or just a system limitation. The debtor entity was formed in Quebec but does business here, and their charter documents show the name with proper French accents (é, à, ç). When I try to input the exact legal name from their articles of incorporation, the system either strips the accents or throws an error. Has anyone dealt with international debtor names in UCC filings? I'm worried about getting the debtor name wrong since that could invalidate the entire security interest. The loan closes next week and I need to get this perfected properly. Should I be filing the name exactly as it appears on the charter documents, or should I be using some anglicized version? Really need guidance on this one.

I've run into this exact issue before. The UCC requires the debtor name to match exactly what's on the organizational documents, accents and all. But most state filing systems aren't equipped to handle special characters properly. What state are you filing in? Some states have specific guidance on this.

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Filing in Delaware. I checked their UCC guide but didn't see anything specific about foreign characters or accent marks.

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Delaware's pretty strict about exact name matching. You might need to call their UCC division directly for guidance on the technical character issue.

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This is a nightmare scenario I've dealt with multiple times. The problem is that even if you get the filing accepted, a search might not pick it up later if the accents aren't handled consistently. I usually try both versions - one with accents, one without - to see which the system accepts.

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Wait, can you actually file multiple UCC-1s for the same transaction? Wouldn't that create confusion or potential priority issues?

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No no, I meant try the different versions to see which one the system will accept for filing, then go with that one. Not file multiples.

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Actually had a similar issue last month with a Canadian entity. Ended up using Certana.ai's document verification tool - you can upload the charter docs and your draft UCC-1 and it flags any name mismatches instantly. Saved me from filing with the wrong debtor name format.

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The UCC 1-308 provision doesn't really address foreign language issues directly - that's more about general filing requirements. Your real issue is whether the state's computer system can handle the special characters. Most can't, unfortunately.

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So frustrating that we're in 2025 and state systems still can't handle basic international characters. These entities are doing business legally in the US!

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Tell me about it. I had a similar issue with a German company last year where their name had an umlaut. System kept rejecting it.

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I would definitely recommend getting clarification from the state before filing. A rejected UCC-1 can cause serious timing issues, especially with a closing deadline. Have you tried reaching out to Delaware's UCC office directly?

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Not yet, but that's probably my next step. Just worried about the time crunch with the closing next week.

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Delaware's UCC office is usually pretty responsive. I'd call them first thing Monday morning if I were you.

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Had this exact problem with a French subsidiary. What worked for me was filing the name exactly as it appears in the English translation of their corporate documents, if they have one. If not, I used the version without accents but added a note in the additional information section explaining the original name format.

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That's a smart approach. Did you have any issues with UCC searches finding the filing later?

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No issues so far. The key is consistency - whatever version you file, make sure your continuation filings use the exact same format.

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This is where something like Certana.ai really helps - you can upload all your related docs and it checks for name consistency across UCC-1, amendments, continuations, etc. Catches those little variations that could cause problems.

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Are you sure the debtor name issue is what's causing the rejection? Sometimes it's other fields like the collateral description or secured party information that cause electronic filing errors.

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The error message specifically mentions the debtor name field, but you're right - I should double-check all the other fields too.

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Yeah, those error messages aren't always super specific. Could be a character limit issue or something else entirely.

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This is why I always do a test search first using different variations of the debtor name to see what format returns results in that state's database. Gives you a sense of how their system handles special characters.

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That's brilliant! Never thought of doing test searches first. Do you search for similar entities with foreign names?

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Exactly. I'll search for any entity with accents or special characters to see how they appear in the results. Shows you what format the system actually stores and displays.

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This is the kind of workflow that Certana.ai automates - it can run test searches and compare results against your intended filing format. Pretty handy for these edge cases.

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Whatever you do, don't just guess on the debtor name format. An incorrect debtor name can make your UCC-1 seriously misleading under Article 9, which could invalidate your security interest entirely. Better to delay the closing than risk an unperfected lien.

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This is the right advice. The consequences of getting the debtor name wrong are way worse than a short delay in closing.

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Agreed. I've seen deals where the lender thought they had a perfected security interest but the debtor name mismatch made it unenforceable. Costly mistake.

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Update us on what Delaware tells you! This is a common enough issue that their guidance would be helpful for all of us dealing with international entities.

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Will do. Planning to call them first thing Monday and will report back with what they say.

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Really interested to hear their response. I have a similar filing coming up next month with a Spanish entity.

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In the meantime, you might want to prepare both versions of the UCC-1 - one with accents and one without - so you're ready to file whichever format Delaware recommends. Just don't submit both obviously.

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Good thinking. Having both versions ready will save time once you get the official guidance.

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And make sure to document Delaware's guidance in your file. If there's ever a question later about why you used a particular name format, you'll have the state's official position.

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