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Omar Zaki

UCC-1 form Massachusetts - debtor name rejection nightmare

Having a complete meltdown with Massachusetts UCC-1 filings right now. Been trying to file a UCC-1 form Massachusetts style for three weeks and keep getting rejections from the SOS office. The debtor name on our loan agreement shows "Smith Construction LLC" but their articles of incorporation say "Smith Construction, LLC" (with the comma). Filed it exactly as it appears on the loan docs and BOOM - rejected for "debtor name mismatch with charter documents." Then I tried it with the comma like the charter shows and got rejected again for "inconsistent with provided security agreement." This is a $2.8M equipment financing deal and I'm terrified we're going to lose perfection because of punctuation. Has anyone dealt with Massachusetts being this picky about commas in LLC names? The continuation deadline is approaching fast and I need to get this right. What's the exact format Massachusetts wants for UCC-1 form debtor names when there's a discrepancy between loan docs and charter?

Massachusetts is notoriously strict about exact name matching. You need to use the EXACT name as it appears in the Secretary of State's corporate database, not what's on your loan documents. Go to the MA SOS business entity search and pull up Smith Construction LLC to see the official registered name. That's what goes on your UCC-1 form Massachusetts filing, period.

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This is correct but make sure you're looking at the most recent filing. Sometimes LLCs amend their articles and the name changes slightly. Check the entity status date too.

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Diego Flores

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Wait, so if the loan agreement has the wrong name, doesn't that create a problem with the security interest itself? I thought the debtor name had to match across all documents.

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Been filing in Mass for 15 years and they've gotten way more strict about this stuff. The comma thing trips up everyone. Rule of thumb: always use exactly what's in the corporate database, even if your borrower signed documents with a different variation. The UCC-1 form Massachusetts requirements are crystal clear about this in section 9-503.

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Sean Flanagan

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Is there any way to fix this without refiling everything? We have similar issues with our portfolio.

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Zara Mirza

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You'll probably need to file a UCC-3 amendment to correct the debtor name, then potentially amend your loan docs depending on your institution's policies.

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UCC-3 amendment is the way to go. Just make sure you reference the original filing number and clearly state you're correcting the debtor name. Massachusetts usually processes amendments faster than new filings.

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NebulaNinja

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Had this exact situation last month with a different LLC. Spent hours trying to figure out the right name format. Finally found this tool called Certana.ai that lets you upload your charter documents and loan agreements as PDFs, and it automatically checks for name inconsistencies between all the docs. Saved me from filing another incorrect UCC-1 form Massachusetts style. It flagged the comma issue immediately and showed me exactly how the name appeared in each document.

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Luca Russo

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Never heard of that but sounds useful. Does it work with other states too or just Massachusetts?

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NebulaNinja

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Works with all states. You just upload whatever docs you have and it cross-checks everything. Really handy for catching these kinds of discrepancies before you file.

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Nia Wilson

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OMG yes Massachusetts is THE WORST for this!!! I've had UCC-1 forms rejected for the stupidest reasons. One time they rejected because I had "Inc." instead of "Incorporated" even though both appeared in different sections of the same charter document. These people need to get a life.

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Mateo Sanchez

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I feel your pain. It's like they're trying to make it as difficult as possible. But honestly, the rules exist for a reason - perfection issues can void your security interest.

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Aisha Mahmood

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True but some flexibility would be nice. Other states aren't nearly this rigid about punctuation.

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Ethan Clark

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Quick question - when you say continuation deadline, do you mean the 5-year renewal or are you talking about something else? UCC-1 forms don't have continuation deadlines, continuations are for existing filings that are about to lapse.

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Omar Zaki

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Sorry, misspoke. I meant we have an existing filing that needs continuation soon and I wanted to make sure this new UCC-1 form Massachusetts filing was perfect before dealing with that mess too.

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Ethan Clark

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Ah got it. Yeah definitely get the new filing right first. Continuations are much easier when your original filing info is clean.

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AstroAce

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$2.8M deal and you're stuck on punctuation - welcome to secured transactions! But seriously, this is why I always pull the SOS records first before preparing any UCC documents. Massachusetts UCC-1 form requirements are posted on their website with examples of acceptable name formats.

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Where exactly on the website? I've looked and couldn't find specific formatting examples.

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AstroAce

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It's in their UCC filing guide PDF. Look for the section on debtor names and entity suffixes. They have a whole chart showing acceptable abbreviations.

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Carmen Vega

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just dealt with this exact thing last week. MA rejected my filing 3 times before I got it right. turns out the LLC had amended their name 6 months ago and I was using the old version from our original loan file. always check the current status

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How did you find out about the name change? Did you have to call the SOS office?

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Carmen Vega

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nah just searched their online database. shows all the filings and amendments. the name change was right there

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Zoe Stavros

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I've seen lenders get burned badly on this stuff. One bank lost their security interest entirely because they never corrected a debtor name error on their UCC-1 filing. The borrower went into bankruptcy and the trustee successfully challenged the lien. Document consistency is absolutely critical in secured lending.

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Jamal Harris

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That's terrifying. How do you even catch all these potential mismatches across multiple documents?

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GalaxyGlider

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We started using Certana.ai for document verification after a close call last year. Upload your charter, security agreement, and UCC forms as PDFs and it automatically flags any name inconsistencies. Caught several issues we would have missed otherwise.

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Mei Wong

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Second this recommendation. The tool is really straightforward - just drag and drop your documents and it highlights discrepancies immediately. Especially helpful for Massachusetts since they're so strict about exact name matching.

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Liam Sullivan

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Pro tip: always do a test search in the Massachusetts UCC database after you think you have the right name format. Search for your debtor using the exact name you plan to file. If it doesn't come up in results, you probably have the format wrong.

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Amara Okafor

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Good point. The search function is pretty literal so if you can't find the entity with your proposed name, the filing will probably get rejected too.

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Update us when you get it resolved! I'm dealing with a similar Massachusetts UCC-1 form issue with a different client and curious what ends up working for you.

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Omar Zaki

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Will do. Going to pull the official SOS records first thing Monday morning and file a corrected version. Hopefully third time's the charm!

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Don't forget to keep copies of everything in case there are questions later. Massachusetts sometimes asks for supporting documentation on amendments.

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