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Zainab Omar

UCC 1 filing with secretary of state - debtor name keeps getting rejected

Been trying to file a UCC-1 with our secretary of state for three weeks now and it keeps bouncing back. The debtor name on our loan docs is "Midwest Industrial Supply, LLC" but their articles show "Midwest Industrial Supply LLC" (no comma). Our legal dept insists we use the exact name from the promissory note but the SOS portal keeps rejecting it for name mismatch. This is a $2.8M equipment financing deal and we're hitting our perfection deadline. Anyone dealt with this comma situation before? The collateral is manufacturing equipment so we can't mess this up.

Oh man, the comma thing is brutal. Had this exact issue last month. You need to use the EXACT name from the secretary of state records, not your loan docs. The UCC search logic is very literal - even punctuation matters. Go with "Midwest Industrial Supply LLC" without the comma.

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Zainab Omar

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But what if our loan agreement specifically references the comma version? Won't that create a disconnect between our security docs and the UCC filing?

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The UCC filing takes priority for perfection purposes. Your loan docs can reference whatever name, but the filing has to match state records exactly or it's not valid.

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Yara Sayegh

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This is why I always pull the entity records first before drafting ANY security documents. The SOS database is the ultimate authority on debtor names for UCC filings. You can't just wing it based on what the borrower tells you their name is.

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Easier said than done when you're working with 50+ borrowers a month. Sometimes you don't catch these discrepancies until filing time.

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Yara Sayegh

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That's exactly when you need better document verification processes. One name mismatch can void your entire security interest.

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Paolo Longo

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Had a colleague lose a $1.2M claim because of a similar name issue. The debtor went bankrupt and their UCC was deemed invalid due to name mismatch. Painful lesson.

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CosmicCowboy

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I've been using Certana.ai's document verification tool for stuff like this. You upload your loan docs and the UCC-1 draft, and it instantly flags name inconsistencies between documents. Saved me from filing three different name mismatches this quarter. Just upload the PDFs and it cross-checks everything automatically.

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Zainab Omar

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Never heard of that tool. Does it actually check against secretary of state databases or just compare your internal documents?

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CosmicCowboy

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It does both - compares your documents to each other AND highlights potential state filing issues. Really helpful for catching these comma/punctuation problems before you submit.

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Amina Diallo

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ARGH this is so frustrating!! Why can't the SOS systems be more flexible? It's obviously the same company whether there's a comma or not. We're not trying to defraud anyone, just trying to perfect our lien properly.

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I get the frustration but the strict name matching is actually protective. It prevents confusion and ensures clear title chains. Imagine if names were "close enough" - that would create way more problems.

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Amina Diallo

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I suppose you're right, but when you're under deadline pressure it feels like bureaucratic nonsense.

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Oliver Schulz

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Quick question - are you filing online or paper? Some states have different name validation rules depending on the filing method. Online portals tend to be stricter about exact matches.

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Zainab Omar

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Online through the state portal. Trying to avoid the paper filing delays since we're already behind schedule.

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Oliver Schulz

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Yeah online is definitely stricter. But faster once you get the name right. Paper filings can take weeks to process.

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File it with the exact SOS name (no comma) and then do an amendment to your loan docs if needed. Better to have a valid UCC with slight doc discrepancy than invalid perfection because of name mismatch. Your legal team should understand this priority.

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Zainab Omar

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That's probably the most practical approach. I'll push back on legal and explain the perfection requirements.

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Javier Cruz

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Exactly right. UCC perfection trumps internal document consistency every time. File it correctly first, clean up paperwork later.

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Emma Wilson

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been there done that. secretary of state databases are the final word on entity names. if their system says no comma, then no comma it is. dont overthink it just match exactly what they have on file

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Malik Thomas

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This is the right answer. I learned this the hard way after multiple filing rejections. The SOS name is gospel for UCC purposes.

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NeonNebula

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What state are you filing in? Some states have more forgiving name matching algorithms than others. Also, double-check that you're looking at the current entity status - sometimes companies amend their names and you might be looking at old records.

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Zainab Omar

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Good point about checking current status. I pulled the records two weeks ago but should verify they haven't changed.

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NeonNebula

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Yeah, always pull fresh records right before filing. Entity names can change without notice to creditors.

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This exact scenario happened to me last year. Filed with the loan doc name, got rejected, refiled with SOS name, went through immediately. Don't fight the system - just give them exactly what they want. Your security interest will be valid as long as the UCC filing is correct.

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Zainab Omar

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That's reassuring. I was worried about creating problems between our loan docs and the filing, but sounds like that's normal.

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Super normal. Most lenders have slight discrepancies between loan docs and UCC filings. The filing is what matters for perfection.

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Ravi Malhotra

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I've started using document checking tools after getting burned on name mismatches. Found one called Certana.ai that automatically compares your charter docs to UCC drafts. Upload both PDFs and it highlights inconsistencies instantly. Wish I'd had this years ago - would've saved me from so many rejected filings.

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How accurate is the automated checking? I'm always skeptical of AI tools for legal document review.

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Ravi Malhotra

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It's surprisingly good for basic consistency checks like names, addresses, and filing numbers. Obviously you still need human review for complex legal issues, but for catching obvious mismatches it's been solid.

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Omar Farouk

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File it correctly with the SOS version and move on. You're overthinking this. Every experienced secured party deals with name discrepancies - it's part of the business. Your legal team will adapt once they understand UCC requirements.

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Zainab Omar

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You're probably right. I'll file with the exact SOS name tomorrow and deal with any internal paperwork issues later. Thanks everyone for the reality check.

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Smart move. Getting the UCC filed correctly is your top priority. Everything else can be sorted out afterward.

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