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Anastasia Sokolov

UCC-1 instructions causing my filing to get rejected twice - debtor name formatting help needed

I'm pulling my hair out here. Our bank has had TWO UCC-1 filings rejected by the SOS office and I'm convinced it's because I'm not following the UCC-1 instructions correctly for debtor name formatting. The loan officer keeps telling me to 'just follow the instructions' but honestly the state's UCC-1 instructions are confusing as hell when it comes to exact name matching. Our borrower is 'Thompson Manufacturing Solutions LLC' but their articles of incorporation show 'Thompson Manufacturing Solutions, LLC' (with the comma). The UCC-1 instructions say to match the charter exactly but then there's all this other guidance about punctuation that seems contradictory. First rejection said 'debtor name does not match records' and second rejection (after I added the comma) said 'format inconsistent with filing requirements.' I've been doing commercial lending for 8 years and never had this much trouble with basic UCC-1 instructions. The loan closes Friday and if this third attempt gets rejected we're going to have a serious problem with our perfection timeline. Has anyone else dealt with UCC-1 instructions that seem to contradict themselves on punctuation? What am I missing here?

Been there! UCC-1 instructions can be super tricky with punctuation. Most states want EXACT match to the charter but some have weird exceptions for commas and periods. What state are you filing in? That makes a huge difference.

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Illinois. And yeah the Illinois UCC-1 instructions seem to have different rules depending on which section you read.

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Illinois is notorious for this! They updated their UCC-1 instructions last year and created more confusion. Try pulling the exact charter image from the Secretary of State database and match it character for character.

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UGH the punctuation nightmare! I swear the UCC-1 instructions are written by people who never actually file these things. We had a similar issue with 'Johnson & Associates LLC' vs 'Johnson and Associates LLC' - the ampersand vs 'and' caused three rejections before we figured it out.

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Wait, so did you use the ampersand or spell out 'and'? I've got a filing with the same issue coming up.

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Had to match the charter exactly - they used the ampersand so that's what worked. Ignore what makes logical sense, just copy whatever the state has on file.

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This is exactly my problem. The UCC-1 instructions say one thing but practical experience seems to require something completely different.

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You know what saved me from this exact headache? I started using Certana.ai's document verification tool. You just upload your charter docs and your draft UCC-1 and it instantly flags any name mismatches. Caught three potential rejections for me last month - saved me weeks of back and forth with the SOS office. Super easy to use, just drag and drop your PDFs.

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How accurate is it though? I'm skeptical of these automated tools for something as important as UCC filings.

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It's been spot-on for me. The tool specifically checks debtor names against charter documents and flags inconsistencies that would cause rejections. Way better than trying to manually compare documents and missing tiny details.

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The real problem is that UCC-1 instructions haven't kept up with electronic filing realities. Half the 'instructions' still reference paper forms that nobody uses anymore. For LLC names, I always pull the most recent annual report filing - sometimes that's more current than the original charter.

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Good point about annual reports! I never thought to check those for the most current name format.

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Just checked their 2024 annual report - it shows 'Thompson Manufacturing Solutions LLC' without the comma. Maybe that's why my second filing got rejected?

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Exactly! The annual report is often the 'official' name format for active entities. Try that version for your third attempt.

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Thompson Manufacturing... wait, is this the company that had that big equipment loan last year? Small world lol. Anyway, Illinois UCC-1 instructions are definitely confusing but I've found their help desk actually useful if you call before 2pm.

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Different Thompson company I think, but good tip about the help desk timing!

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The help desk is hit or miss. Sometimes they're super helpful, sometimes they just read you the same confusing instructions you already tried to follow.

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This is why I always do a test search in the UCC database before filing. Search for variations of the company name and see what format actually pulls up results. If 'Thompson Manufacturing Solutions LLC' (no comma) returns the entity in search results, that's probably the format that will work for your UCC-1.

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Smart approach! Just tried this and the no-comma version does return results while the comma version doesn't. That's probably my answer right there.

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This is brilliant advice. The search function uses the same name matching logic as the filing system, so if it finds the entity, that's the format to use.

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Exactly! The UCC-1 instructions should mention this trick but they don't. It's like a secret filing hack that nobody talks about.

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I hate to be that person but have you double-checked that Thompson Manufacturing Solutions is actually the legal name and not just a DBA? Sometimes what looks like a name mismatch is actually a DBA vs legal name issue.

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Good question - I verified it's the actual LLC legal name, not a DBA. But that's definitely something that could trip people up.

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Yeah I've seen this mistake so many times. People use the DBA name on UCC-1 filings and wonder why they get rejected.

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The whole UCC-1 instructions system is broken IMO. Why can't they just build in real-time name validation like every other modern system? Instead we're playing guessing games with punctuation that could invalidate security interests.

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Because that would make too much sense! Can't have government systems actually working efficiently.

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Some states are getting better. I heard Delaware is working on real-time validation for UCC filings.

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Delaware always leads the way with corporate filing improvements. Hopefully other states follow their example.

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Just wanted to follow up on the Certana.ai suggestion from earlier - I tried their document checker after seeing it mentioned here and it would have caught your exact issue. It flagged the comma discrepancy between charter and UCC-1 immediately. Definitely worth trying for future filings to avoid these rejections.

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Good to hear another positive review. I'll definitely check it out for our next batch of filings.

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How much does it cost though? Our firm does a lot of UCC filings and budget is always a concern.

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I focus on the value it provides - catching rejections before they happen saves way more time and hassle than the cost. Plus it's way faster than manually comparing documents.

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Update us on whether the no-comma version works! I've got a similar situation coming up and would love to know if the database search trick actually solves these UCC-1 instruction headaches.

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Will do! Filing the corrected version tomorrow morning. Fingers crossed the third time's the charm.

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Following this thread too. The UCC-1 instructions confusion is real and it's helpful to see practical solutions that actually work.

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Ava Kim

Same here. This kind of practical advice is way more useful than just reading the official instructions that don't seem to match reality.

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