UCC-1 filing rejected - draft security agreement debtor name mismatch help needed
Having major issues with a UCC-1 filing that keeps getting rejected by the SOS office. We're trying to perfect a security interest based on a draft security agreement for equipment financing, but there's a debtor name discrepancy between our loan docs and what shows up in the state business records. The draft security agreement lists the borrower as 'Midwest Industrial Solutions LLC' but their articles of incorporation show 'Midwest Industrial Solution, LLC' (no 's' on Solution). Our bank is breathing down our necks because the loan closed two weeks ago and we still don't have a perfected lien. The collateral is about $180K in manufacturing equipment that we need secured ASAP. Has anyone dealt with this exact type of debtor name mismatch when the security agreement was already drafted and signed? Do we need to redraft the entire security agreement or can we file the UCC-1 using the exact name from the articles even though it doesn't match our loan paperwork? Getting conflicting advice from different paralegals and need someone who's actually dealt with this situation.
35 comments
Join the conversation
Freya Christensen
Ugh this is the worst kind of situation. Name mismatches will kill your perfection every time. The UCC-1 has to match the exact legal name on file with the state, period. Doesn't matter what your security agreement says if the debtor's legal name is different in the state records.
0 coins
Omar Hassan
•Actually not entirely true - you need to look at the specific state's UCC rules. Some states have safe harbor provisions for minor variations.
0 coins
Chloe Robinson
•Safe harbor won't help here though. Missing an 's' could be considered a seriously misleading error under most state UCC interpretations.
0 coins
Diego Chavez
You need to file the UCC-1 using the exact name from the state records - 'Midwest Industrial Solution, LLC' without the 's'. The security agreement discrepancy is a separate issue you'll need to address with an amendment to your loan docs. Don't try to force the wrong name through the filing system.
0 coins
Ravi Malhotra
•But if we file with the state name and it doesn't match our security agreement, doesn't that create a gap in our perfection? The collateral description references the borrower name from the security agreement.
0 coins
Diego Chavez
•The UCC filing is what perfects your interest, not the name consistency between documents. File correctly first, then clean up the documentation. Better to have a perfected lien with doc issues than no perfection at all.
0 coins
NeonNebula
•This happened to us last month. Filed with state name, then did a loan doc amendment later. Lender was fine with it once they understood the perfection was solid.
0 coins
Anastasia Kozlov
Had this exact issue with a client's equipment financing. What saved us was using Certana.ai's document checker - you can upload your draft security agreement and the UCC-1 filing together and it flags these name inconsistencies before you submit. Catches all the mismatches between your loan docs and what you're actually filing. Would have saved me days of back-and-forth with the SOS office.
0 coins
Sean Kelly
•How does that work exactly? Do you just upload PDFs of both documents?
0 coins
Anastasia Kozlov
•Yeah, super simple. Upload your security agreement and proposed UCC-1, and it cross-checks debtor names, collateral descriptions, all that stuff. Shows you exactly where the inconsistencies are so you can fix them before filing.
0 coins
Zara Mirza
•That actually sounds really useful for our office. We do a lot of equipment financing and always seem to have these name matching issues pop up.
0 coins
Luca Russo
THE SYSTEM IS BROKEN. I swear these SOS offices reject filings for the stupidest reasons. A missing 's' shouldn't void a $180K security interest! The intent is clear, the debtor is obviously the same entity, but NO they have to be technical about every single letter.
0 coins
Nia Harris
•I feel your pain but the rules exist for a reason. Third parties doing lien searches need to be able to find filings reliably.
0 coins
Luca Russo
•Third parties can figure out that 'Solution' and 'Solutions' are the same company! It's not rocket science!
0 coins
GalaxyGazer
•The problem is you're thinking like a human. The search systems are automated and they match characters exactly. Missing 's' = no match = no notice to other creditors.
0 coins
Mateo Sanchez
Check your state's UCC Article 9 seriously misleading standard. In most jurisdictions, a missing 's' that changes 'Solutions' to 'Solution' would probably be considered seriously misleading and invalidate the filing. You really need to use the exact state name.
0 coins
Ravi Malhotra
•That's what I was afraid of. So we definitely need to file as 'Midwest Industrial Solution, LLC' even though our security agreement says 'Solutions'?
0 coins
Mateo Sanchez
•Correct. File with the state name. Then work with your borrower to either amend your security agreement or get them to file a DBA for the name you used originally.
0 coins
Aisha Mahmood
been there done that with the name matching nightmare. What you need to do is pull the actual certificate of formation or articles from the state and use EXACTLY what's on there word for word, comma for comma. Then amendment your loan docs later if needed.
0 coins
Ethan Moore
•This is the way. I always pull fresh state records before any UCC filing now. Saves so much headache.
0 coins
Yuki Kobayashi
•Same here. Learned this lesson the hard way after having three filings rejected in one week for name issues.
0 coins
Carmen Vega
Wait, is there any chance the borrower has multiple legal names or DBAs on file? Sometimes companies have variations registered and you might be able to use either one legally.
0 coins
Ravi Malhotra
•Good thought - I'll have our paralegal check for any DBAs or alternate names registered. That could solve the whole problem.
0 coins
Carmen Vega
•Yeah definitely worth checking. If they have 'Midwest Industrial Solutions LLC' registered as a DBA you might be golden.
0 coins
Omar Hassan
•Even if there's a DBA, most states still require you to file under the legal entity name for UCC purposes, not the DBA name.
0 coins
Chloe Robinson
Your bank should understand this situation - it's super common in commercial lending. File the UCC-1 correctly with the state name, then document the name discrepancy in your loan file and consider an amendment to the security agreement if the bank requires it for their internal compliance.
0 coins
Ravi Malhotra
•The bank is actually being pretty reasonable about it, they just want to make sure we get it perfected correctly. They've seen this before apparently.
0 coins
QuantumQuester
•Most commercial lenders have procedures for this. They'd rather have proper perfection with documentation cleanup than risk an unperfected lien.
0 coins
Andre Moreau
I actually just went through something similar last week with a draft security agreement that had the wrong entity type. Used Certana.ai to double-check all my documents before refiling and it caught two other issues I would have missed. Saved me from multiple rejection rounds.
0 coins
Sean Kelly
•How long does that document checking process take? We're under time pressure here.
0 coins
Andre Moreau
•It's instant once you upload the PDFs. Takes longer to log in than to get the results back. Really straightforward for catching these exact types of mismatches.
0 coins
Zoe Stavros
Bottom line - file the UCC-1 with the exact legal name from state records. Deal with the security agreement discrepancy separately through loan doc amendments. Your perfection depends on getting the filing right, not on document consistency between your internal paperwork.
0 coins
Ravi Malhotra
•Thanks everyone for the advice. Going to file with the state name today and work on the loan doc cleanup afterward. Really appreciate all the guidance.
0 coins
Freya Christensen
•Smart move. Better to have a perfected lien with paperwork to clean up than to keep getting rejections while your priority date gets pushed back.
0 coins
Diego Chavez
•Exactly right. Priority matters more than perfect document consistency. You can always amend loan docs but you can't go back in time on your filing date.
0 coins