UCC 3 assignment filing - debtor name changed after merger, need guidance

This is correct. I've seen too many assignments get rejected because people try to use the current business name instead of the filed name. Stick with what's on the original UCC-1.

But what about the merger though? Doesn't that complicate things legally? I had a similar situation last year and my attorney said we needed additional documentation.

How does that tool work exactly? Do you upload PDFs and it compares them automatically?

Yeah exactly - upload your UCC-1 and UCC-3 assignment PDFs and it cross-checks debtor names, filing numbers, all the critical details. Catches stuff you might miss when reviewing manually.

Interesting. I've been doing manual comparisons for years but keeping track of name changes and merger docs gets complicated. Might be worth checking out.

The UCC filing system creates a record based on the exact debtor name filed. Even if the company changes names, the UCC record remains tied to that original name unless amended. The assignment transfers the security interest as filed, not as currently named.

Think of it like a property deed - if John Smith sells his house but later changes his name to John Johnson, the deed still shows John Smith as the original owner. Same concept with UCC assignments.

OK that makes more sense when you put it that way. So the merger doesn't automatically update the UCC record.

Good point about the filing number format. I'll double-check that. The original UCC-1 number has dashes but I might have left them out on the assignment.

YES this drives me crazy! Each state seems to have different requirements for how they want the filing numbers formatted. Sometimes the portal won't tell you that's the problem either.

That's really helpful. So assignment first with the original name, then potentially an amendment to update the name if needed?

Exactly. The assignment preserves the security interest and transfers it properly. The name amendment is housekeeping to reflect current business reality.

Makes sense from a risk management perspective too. Get the assignment done first to secure your client's interests, then clean up the name issue.

Tell me about it. I spent 3 hours on a termination last week that kept getting rejected for 'invalid characters' and it turned out to be a period instead of a comma somewhere.

At least terminations are straightforward compared to assignments. Multiple parties, specific language requirements, name matching... it's a nightmare.

The merger docs show ABC Industries Holdings LLC as the surviving entity. ABC Manufacturing LLC was dissolved as part of the transaction.

In that case you'll definitely want to consider the amendment option after the assignment goes through. The dissolved entity name on the UCC might cause issues down the road.

How accurate is the automated checking? I'm always worried about relying too much on software for legal documents.

It's not replacing legal review, just catching the basic consistency errors that cause portal rejections. Still need to review the substantive legal issues yourself.

That's actually pretty smart. I waste so much time on formatting and matching errors that a tool like that could definitely help streamline things.

Wouldn't you want to wait to make sure the assignment goes through before filing the amendment? In case there are issues with the assignment itself?

Good point. I usually wait for the assignment acceptance confirmation before filing the amendment, just to be safe.

Asset purchase is different from merger though. In an asset purchase the original entity might still exist, just without the assets. You'd need to check what happened to the original debtor entity.

Yeah you're right, the original entity was dissolved after the asset sale closed. So similar end result but different transaction structure.

Either way you'll want to use the original debtor name for the assignment and then deal with updating the record afterward if needed.