UCC 1 filing complications with entity incorporation - need guidance

Agreed on the exact name match requirement. What specific discrepancies are you seeing between the incorporation docs and loan papers?

The articles show the full legal name with 'LLC' spelled out, but the loan docs abbreviate it as 'L.L.C.' with periods. Also some comma placement differences.

Wait, are periods really that critical? I thought as long as the main name was right...

YES periods matter! The UCC search logic is very literal. If you file under 'ABC Company Inc' but the real name is 'ABC Company Inc.' with a period, your filing might not show up in searches.

Exactly right. Courts have ruled that even minor punctuation differences can make a UCC-1 seriously misleading and therefore invalid.

That sounds really helpful. How does that tool work exactly?

Super easy - you just upload PDFs of your incorporation documents and UCC filing, and it cross-checks all the debtor names automatically. Shows you exactly where names don't match so you can fix them before filing.

That could be exactly what we need. We're dealing with multiple name variations across different docs.

Good catch. Yes, they're qualified to do business locally but incorporated elsewhere. Does that change the name requirements?

It can. You typically need to use the exact name from the original incorporation documents, not any assumed names or DBAs they might be using locally.

This is getting complicated. Maybe OP should consult with a UCC attorney before filing?

Smart approach. Those official records are your best defense if anyone challenges the filing later.

Definitely worth the small fee. I've seen too many deals where people tried to guess at the correct entity name.

It's an LLC. The incorporation docs show 'Limited Liability Company' spelled out, but everywhere else it's abbreviated.

For LLCs you definitely want to use exactly what appears on the articles of organization. The spelled out version is probably correct.

Agreed. Always defer to the original formation documents for the official name.

Tell me about it. I swear every deal has some unique wrinkle that keeps you up at night.

The joys of secured lending! At least UCC filings are mostly standardized now.

That's exactly what OP needs to hear. Name consistency is so critical but easy to miss when you're reviewing docs manually.

Thanks for the real-world example. Sounds like this tool could prevent exactly the kind of mistake we're worried about.

How long does the verification process take?

Pretty much instant once you upload the PDFs. Way faster than trying to compare documents side by side manually.

Good point. We have detailed equipment schedules but want to make sure the UCC-1 description is broad enough to cover everything.

You can always do a more general description on the UCC-1 and attach detailed schedules as exhibits.

Exactly. Something like 'all equipment' or 'all machinery and equipment' covers you broadly, then the loan docs have the specifics.

Will do. Planning to pull the official LLC records and use the exact name from those documents. Thanks everyone for the guidance.

Smart move. Better to be overly cautious with entity names than sorry later.

Good luck with the closing! Sounds like you've got a solid plan now.