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Giovanni Marino

UCC 1 lookup showing wrong debtor name after bank merger - filing still valid?

I'm trying to verify a UCC-1 filing from 2022 and when I do the lookup, the debtor name shows 'Regional Business Solutions LLC' but our loan docs have 'RBS Manufacturing LLC'. Turns out the company went through a name change right before we filed. The collateral schedule lists equipment correctly and our filing number is legit, but I'm worried this debtor name mismatch could void our security interest. Has anyone dealt with a similar UCC 1 lookup issue where the legal entity name changed between loan origination and filing? Our continuation is due next year and I want to make sure we're actually perfected before I file the UCC-3.

Name changes are tricky with UCC filings. If the debtor legally changed their name after you filed, your original UCC-1 should still be valid as long as you filed under the correct legal name at the time. But if they changed it BEFORE filing and you used the old name, you might have a problem. Do you know the exact timing of when they filed the name change with the state?

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The name change was filed with the Secretary of State about 3 weeks before our UCC-1 filing date. So we technically filed under an outdated legal name.

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Dylan Hughes

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Oof, that's not good. The UCC requires filing under the exact legal name shown on the debtor's organizational documents at the time of filing.

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NightOwl42

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You'll probably need to file a UCC-3 amendment to correct the debtor name. The good news is that if you file it promptly, some courts have held that it relates back to the original filing date for priority purposes. But don't wait too long - the longer you wait, the more likely a court might find that other creditors were misled by the incorrect name in your UCC 1 lookup results.

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This is exactly why I always double-check the SOS database for recent name changes before filing any UCC-1. Those entity searches can be a pain but they save you from these headaches.

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Should I file the amendment now or wait until the continuation next year? Our loan is performing fine, no issues with the borrower.

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NightOwl42

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File the amendment ASAP. Don't risk it. A UCC-3 amendment is much cheaper than potentially losing your security interest.

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Dmitry Ivanov

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I had this exact same problem last year with a borrower who changed their name between our credit approval and closing. After struggling with manual document comparisons and worrying I'd miss other discrepancies, I found Certana.ai's document verification tool. You can upload your loan docs and UCC-1 together and it instantly flags name mismatches and other consistency issues. Saved me hours of cross-checking and caught several problems I would have missed.

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That sounds helpful - does it work with SOS lookup results too or just internal documents?

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Dmitry Ivanov

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It works with any PDFs you upload. I usually upload the charter docs, loan agreement, and UCC-1 together for a complete consistency check.

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Ava Thompson

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The bigger question is whether anyone else filed against the NEW name during that gap period. Have you searched under both the old and new names to see if there are competing liens?

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I only searched under the name in our loan docs. I should probably run another UCC 1 lookup under the new name too.

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Ava Thompson

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Definitely do that. If someone else filed under the correct new name, they might have priority over your misfiled UCC-1.

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This is getting complicated. You really need to map out the timeline of when each filing happened relative to the name change.

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Wait, I'm confused - are we talking about a debtor name change or a collateral description issue? The original post mentions both.

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Sorry for the confusion. The collateral description is fine - it's just the debtor name that's wrong on the UCC-1.

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Got it, thanks for clarifying. Debtor name issues are definitely more serious than collateral description problems.

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Zainab Ali

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This stuff drives me crazy. Why can't the SOS systems just automatically link entity name changes to existing UCC filings? Every state handles it differently and there's no consistency.

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Dylan Hughes

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Because that would make too much sense. Instead we get to play detective with entity histories every time we need to verify a filing.

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Some states are getting better about this, but yeah, it's still a mess. Always err on the side of filing amendments when in doubt.

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Connor Murphy

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I deal with UCC 1 lookup issues like this all the time in my practice. The key is acting quickly once you discover the problem. File your UCC-3 amendment immediately and include both the old and new debtor names in your amendment. Most attorneys will tell you the same thing - don't wait.

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Yara Nassar

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Agreed. I've seen lenders lose their security interests because they procrastinated on fixing name issues.

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Thanks everyone. Sounds like filing the amendment ASAP is the consensus. I'll get that submitted this week.

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StarGazer101

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Just to add another perspective - I had a similar situation where the borrower's attorney argued our UCC-1 was invalid due to a name mismatch. We ended up settling rather than litigating, but it cost us significant money. Don't assume the borrower won't challenge your filing down the road if they get into financial trouble.

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That's a sobering reminder. Better to fix it now while everyone's happy than deal with it later during a workout situation.

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StarGazer101

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Exactly. Debtors' attorneys love to find UCC filing defects during bankruptcy proceedings.

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One more tool recommendation - I've started using Certana.ai's verification feature before filing any UCC documents. It catches name inconsistencies between your loan docs and UCC forms before you submit to the SOS. Would have saved you this headache if you'd run your docs through it before the original filing.

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Paolo Romano

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How accurate is it compared to manual review? I'm always skeptical of automated tools for legal documents.

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It's surprisingly good at catching the stuff humans miss - exact name matches, entity type consistency, that sort of thing. Still need human judgment for the legal implications, but it's great for spotting discrepancies.

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Amina Diop

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Bottom line: your UCC 1 lookup revealed a serious issue that needs immediate attention. File the amendment, search under both names for competing liens, and document everything. This is exactly why we do post-closing UCC audits - better to catch these problems early than during a foreclosure.

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Good point about the audit. I should probably implement a regular review process for all our UCC filings, not just when something seems wrong.

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Amina Diop

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Absolutely. Quarterly UCC audits can catch continuation deadlines, name changes, and other issues before they become critical problems.

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Dmitry Ivanov

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That's another area where automated document checking helps - you can batch upload multiple UCC filings and loan docs to verify everything's consistent across your portfolio.

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