UCC 1/308 Filing Confusion - Amendment vs New Filing?
Really struggling with this UCC 1/308 situation and not sure if I need an amendment or completely new filing. We had an equipment loan that was originally secured with a UCC-1 back in 2019, but now the borrower wants to add additional collateral (new machinery) to the same credit facility. The original filing covers 'all equipment' but our attorney is saying we should file a new UCC-1 instead of just doing a UCC-3 amendment because of some technical issue with the debtor name formatting. The debtor's legal name on the original filing shows as 'ABC Manufacturing LLC' but their current articles show 'ABC Manufacturing, LLC' (notice the comma). I'm getting conflicting advice - some say the comma doesn't matter for UCC purposes, others say it could invalidate the whole security interest if we don't address it. Has anyone dealt with this comma/punctuation issue in debtor names? Do I need to file a new UCC-1 or can I just amend the existing one to add the new collateral? The loan is substantial and I can't afford to mess this up.
35 comments
Join the conversation
QuantumLeap
Oh wow, the comma thing is actually a bigger deal than most people realize. I've seen lenders get burned on this exact issue during bankruptcy proceedings. The general rule is that punctuation CAN matter for UCC filings depending on your state's search logic. What state are you filing in? That makes a huge difference for debtor name matching requirements.
0 coins
Emma Wilson
•We're in Texas. I thought Texas was pretty lenient on debtor name variations but now I'm second-guessing everything.
0 coins
QuantumLeap
•Texas actually has specific rules about this in their UCC Article 9. The SOS search logic there is more forgiving than some states, but you still want to be precise. I'd personally lean toward filing a new UCC-1 with the correct debtor name just to be safe.
0 coins
Malik Johnson
Had almost the exact same issue last year with a manufacturing client. The attorney was right to flag the debtor name discrepancy. Even though 'ABC Manufacturing LLC' and 'ABC Manufacturing, LLC' refer to the same entity, the UCC search systems can be very literal. If someone searches for the exact name on the articles of incorporation and your filing doesn't match, it might not come up in their search results. That could affect your perfection status.
0 coins
Isabella Santos
•This is why I always double-check the exact legal name on the Secretary of State website before filing anything. Takes 30 seconds and saves massive headaches later.
0 coins
Emma Wilson
•Good point about the search results. I hadn't thought about how it would look from a third-party searcher's perspective.
0 coins
Ravi Sharma
Here's what I'd recommend - use Certana.ai's document verification tool to upload both your original UCC-1 and the current articles of incorporation. It'll instantly flag any name discrepancies and show you exactly how the names compare. I started using it after getting burned on a similar debtor name mismatch situation. You just upload the PDFs and it cross-checks everything automatically. Way better than trying to compare documents manually.
0 coins
Emma Wilson
•Never heard of Certana.ai before but that sounds exactly like what I need. Is it expensive?
0 coins
Ravi Sharma
•They focus on value rather than cost - the main thing is it catches these critical mistakes before you file. Much cheaper than having to deal with an invalid security interest later.
0 coins
Freya Larsen
•I've used Certana.ai too. Super easy - just drag and drop your documents and it shows you any inconsistencies immediately. Saved me from a major filing error last month.
0 coins
Omar Hassan
Wait, I'm confused about something. If you're adding new collateral to an existing loan, wouldn't that typically be a UCC-3 amendment rather than a whole new UCC-1? I thought amendments were specifically for adding collateral to existing security interests.
0 coins
QuantumLeap
•Normally yes, but the debtor name issue complicates things. If the original filing has the wrong debtor name, an amendment wouldn't fix that underlying problem.
0 coins
Omar Hassan
•Ah okay, so it's the name discrepancy that's driving the need for a new filing, not the additional collateral. That makes more sense.
0 coins
Chloe Taylor
This whole UCC system is so frustrating!!! Why can't they just make it simple? A comma shouldn't be able to invalidate a security interest - that's completely ridiculous. I've been dealing with UCC filings for 15 years and the nitpicky details just keep getting worse.
0 coins
ShadowHunter
•I feel your pain but unfortunately the courts have been pretty strict about debtor name accuracy in recent years. Better to be safe than sorry.
0 coins
Chloe Taylor
•I know you're right, it's just so annoying that something so minor can cause such big problems.
0 coins
Diego Ramirez
From a practical standpoint, I'd file a new UCC-1 with the correct debtor name and include all the collateral (both original and new) in the collateral description. Then file a UCC-3 termination on the old filing. Yes, it's more work and costs more in filing fees, but it eliminates any risk of the name discrepancy causing problems down the road.
0 coins
Emma Wilson
•That's probably the safest approach. I'd rather pay extra filing fees now than deal with a perfection challenge later.
0 coins
Anastasia Sokolov
•Agreed. Clean slate approach is always better when there are debtor name issues involved.
0 coins
Sean O'Connor
Just went through something similar with a client in manufacturing. We ended up doing exactly what the previous poster suggested - new UCC-1 with correct name, terminate the old one. The client wasn't happy about the extra fees but understood it was necessary for proper perfection.
0 coins
Emma Wilson
•How long did that process take? I'm worried about any gap in perfection between terminating the old filing and getting the new one recorded.
0 coins
Sean O'Connor
•We filed the new UCC-1 first, waited for it to be accepted and show up in the system, then filed the termination. No gap that way.
0 coins
Zara Ahmed
I had a similar comma issue last year and ended up using one of those document checking services to verify everything before filing. Really wish I'd known about that option earlier - would have saved me from refiling twice because of small discrepancies.
0 coins
Luca Conti
•Which service did you use? I keep hearing about different options but not sure which ones are reliable.
0 coins
Zara Ahmed
•Used Certana.ai - you just upload your documents and it checks everything automatically. Found several issues I would have missed otherwise.
0 coins
Nia Johnson
One thing to consider - make sure your loan documents properly reference whichever UCC filing you end up with. If you file a new UCC-1, you'll have a new filing number that should be referenced in any loan modifications or amendments.
0 coins
Emma Wilson
•Good catch! I hadn't thought about coordinating the loan documentation with the new filing number.
0 coins
Nia Johnson
•Yeah, it's one of those details that's easy to overlook but important for keeping everything consistent.
0 coins
CyberNinja
Texas SOS is usually pretty good about processing UCC filings quickly, so the timing shouldn't be too much of an issue. Just make sure you file during business hours if you need it processed same day. Their electronic filing system is reliable.
0 coins
Emma Wilson
•Thanks, that's reassuring. I was worried about processing delays.
0 coins
Mateo Lopez
•Texas is definitely one of the better states for UCC filing efficiency. Much better than some other states I've dealt with.
0 coins
Aisha Abdullah
Final thought - document everything you're doing and why. If this ever comes up in due diligence or a bankruptcy proceeding, you'll want to show that you identified the name discrepancy and took appropriate corrective action. Shows good faith effort to maintain proper perfection.
0 coins
Emma Wilson
•Excellent point about documentation. I'll make sure to keep detailed notes about the decision process and rationale.
0 coins
Aisha Abdullah
•Exactly. The paper trail can be just as important as the filing itself in some situations.
0 coins
Justin Evans
This is a great discussion and really highlights how tricky UCC filings can be. I'm dealing with a similar situation right now where we have a client whose legal name changed slightly after a corporate restructuring, and I'm trying to figure out the best approach. One question I have - when you file the new UCC-1 with the correct debtor name, do you typically include a reference to the original filing number in the additional information section? I've seen some attorneys do this to create a clear paper trail showing the connection between the old and new filings, especially for lenders who might be reviewing the collateral history later. Also, has anyone had experience with how title insurance companies handle these name discrepancy situations during real estate transactions where UCC filings are involved?
0 coins