UCC-1 address of debtor verification requirements causing filing delays
Been struggling with UCC-1 filings getting bounced back due to debtor address issues. We have a commercial borrower whose registered office changed three months ago but they're still using the old address on loan docs. The Secretary of State keeps rejecting our UCC-1 because the address doesn't match what's in their corporate records. Legal says we need the address to match exactly but the borrower insists their old address is still valid for UCC purposes. This is holding up a $2.3M equipment financing deal and everyone's getting frustrated. Has anyone dealt with this specific address mismatch scenario? Do we use the address from the loan agreement or force them to update everything to match state records first?
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Samantha Howard
This is actually pretty common in commercial lending. The UCC doesn't require the debtor's address to match corporate records exactly, but some Secretary of State offices are pickier than others. What state are you filing in? That makes a huge difference in how strict they are about address formatting and matching.
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Benjamin Kim
•We're filing in Delaware. The borrower moved from Wilmington to Dover but their loan docs still show the Wilmington address.
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Samantha Howard
•Delaware is usually pretty reasonable. Try using the address that's most likely to help someone locate the debtor. If they're actually operating from Dover now, use that address even if the loan docs show Wilmington.
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Megan D'Acosta
I've seen this exact situation before. The key is that the UCC-1 address needs to be sufficient to locate the debtor, not necessarily match other documents perfectly. If the business actually moved to Dover, use the Dover address. The financing statement is supposed to help people find the debtor, not create a paper trail that leads nowhere.
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Sarah Ali
•But what if the old address is still technically valid? Like they kept a mail forwarding service or something? I always worry about using an address that's different from what's in the security agreement.
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Megan D'Acosta
•That's overthinking it. The UCC-1 address just needs to be reasonable for locating the debtor. If they moved and the new address is where they actually do business, use that. The security agreement address is separate from the financing statement requirements.
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Ryan Vasquez
•Actually had a similar issue last month and found this tool called Certana.ai that checks document consistency. You can upload your loan docs and UCC-1 to see if there are any conflicts that might cause filing problems. Saved me from a rejection because it caught a zip code mismatch I totally missed.
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Avery Saint
ugh this is why I hate UCC filings. Every state seems to have different rules and the SOS websites are useless for getting real answers. Delaware rejected one of mine last month because the suite number wasn't formatted exactly right - had to put 'Suite' instead of 'Ste' even though both should be acceptable.
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Taylor Chen
•Same here! Spent three weeks going back and forth with rejections over address formatting. It's like they want to make it as difficult as possible.
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Keith Davidson
•The inconsistency is ridiculous. Some states accept anything reasonable, others reject if you use the wrong abbreviation for 'Street' vs 'St'. There should be standardized formatting rules.
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Ezra Bates
From a practical standpoint, use the address where the debtor can actually be found. I've been doing UCC filings for 15 years and the courts care more about whether someone searching could reasonably locate the debtor than perfect document matching. If your borrower moved to Dover, use Dover.
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Ana Erdoğan
•This is the right answer. The UCC is about notice to third parties. If you use an address where the debtor can't be found, you're defeating the purpose even if it matches other documents.
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Benjamin Kim
•That makes sense. So even though the loan agreement shows Wilmington, I should use Dover since that's where they actually operate now?
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Sophia Carson
Had this exact problem with a client who moved offices mid-transaction. What I did was amend the loan documents to reflect the new address before filing the UCC-1. Takes an extra day or two but eliminates any potential issues down the road.
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Elijah Knight
•That's probably the cleanest approach but not always practical when you're trying to close quickly. Sometimes you just have to pick the most reasonable address and move forward.
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Brooklyn Foley
•Agreed on the time issue. We've had deals fall apart because we spent too much time perfecting documentation instead of just filing with reasonable information.
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Jay Lincoln
Question - does the UCC-1 address have to match the debtor's legal address or their mailing address? Our borrower has a registered office in Delaware but operates out of Pennsylvania. Which address should we use?
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Jessica Suarez
•Use the address where they actually conduct business. The registered office is for legal service, but the UCC-1 is about locating assets and business operations.
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Marcus Williams
•Actually, this varies by state. Some states want the registered office address, others want the principal place of business. Check your state's UCC filing guide.
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Lily Young
I ran into something similar and ended up using Certana.ai to double-check all my documents before filing. It flagged the address inconsistency and suggested using the address most likely to help locate the debtor. Turned out to be right - the filing went through without issues.
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Kennedy Morrison
•How does that tool work exactly? Do you just upload your documents and it tells you what's wrong?
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Lily Young
•Yeah, you upload your loan docs and UCC-1 as PDFs and it cross-checks everything automatically. Catches name mismatches, address issues, collateral description problems. Pretty straightforward to use.
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Wesley Hallow
From a legal perspective, the UCC-1 should provide sufficient information for a searcher to locate the debtor. If the debtor moved and the old address would mislead someone trying to find them, use the new address even if it doesn't match other documents exactly.
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Justin Chang
•This is the correct legal standard. The address needs to be sufficient for location purposes, not necessarily identical to other transaction documents.
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Grace Thomas
•Exactly. The UCC is about providing notice to third parties. If your address doesn't help them find the debtor, you're not meeting that goal.
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Hunter Brighton
One more thing to consider - if you're filing in Delaware, their UCC office is pretty reasonable about address variations. I'd use the Dover address since that's where the business actually operates. Delaware usually accepts filings as long as the address is reasonable for locating the debtor.
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Dylan Baskin
•Good point about Delaware being reasonable. I've had good luck with their UCC office being practical about these kinds of issues.
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Benjamin Kim
•Thanks everyone. Sounds like using the Dover address is the way to go since that's where they actually do business now. I'll file with that address and see how it goes.
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Lauren Wood
Just to add one more perspective - I always keep documentation of why I chose a particular address for the UCC-1, especially when it differs from other loan documents. Helps if anyone questions it later during an audit or due diligence review.
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Ellie Lopez
•That's smart. Having a paper trail explaining your reasoning shows due diligence even if the address choice gets questioned later.
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Chad Winthrope
•Definitely. I keep notes in the loan file explaining any address decisions, especially when there are multiple reasonable options.
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Connor O'Neill
This thread has been really helpful - I'm dealing with a similar situation right now where our borrower's corporate headquarters moved states but they still have operations at the old location. One thing I've learned from experience is to also check if the debtor has any pending name changes or mergers that might affect the filing. Sometimes the address issue is just the tip of the iceberg and there are other entity changes happening that could complicate the UCC-1. Also worth calling the Secretary of State's UCC office directly - most states have someone who can give you guidance on borderline cases like this before you submit.
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Anastasia Sokolov
•Great point about calling the SOS office directly! I wish I had known that earlier - would have saved me so much time going back and forth with rejections. Do you know if Delaware's UCC office is good about giving guidance over the phone? And you're absolutely right about checking for other entity changes. I had a case where we were focused on the address issue but missed that the borrower had filed articles of amendment changing their legal name. Would have been a nightmare if we hadn't caught it before closing.
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