UCC-3 assignment form rejected - debtor name issues need help
Been dealing with a nightmare situation for the past month. Our bank took over a commercial loan portfolio from another lender and we're trying to file UCC-3 assignments to transfer all the security interests to our institution. Problem is, about 40% of our UCC-3 assignment filings keep getting rejected by the Secretary of State office. The rejection notices say 'debtor name does not match original filing' but when I pull up the original UCC-1 forms, the names look identical to me. We've got equipment loans, inventory financing, and some fixture filings all mixed up in this mess. The original lender used slightly different formatting on some debtor names - like 'ABC Company LLC' vs 'ABC Company, LLC' (notice the comma). Is this really enough to cause rejections? We're talking about $2.3 million in secured debt that's sitting in limbo while we figure this out. Our loan committee is breathing down my neck because technically these security interests aren't properly assigned to us yet. Has anyone dealt with this kind of debtor name matching issue on UCC-3 assignments? I'm starting to wonder if we need to go back and amend the original UCC-1 filings first, but that seems like it would take forever.
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Savannah Weiner
Oh man, I feel your pain. Debtor name matching on UCC-3 assignments is absolutely brutal. The SOS systems are super picky about exact character matches. That comma difference you mentioned? Yeah, that'll cause a rejection every single time. I learned this the hard way on a $800K equipment financing deal last year.
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Levi Parker
•Wait, really? A comma can cause the whole assignment to get rejected? That seems insane for such a minor formatting difference.
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Savannah Weiner
•Unfortunately yes. The electronic filing systems do literal character-by-character matching. 'ABC Company LLC' and 'ABC Company, LLC' are completely different entities as far as the system is concerned.
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Libby Hassan
You definitely need to match the debtor name EXACTLY as it appears on the original UCC-1. Don't try to 'correct' it or make it look better. If the original filing had weird spacing or punctuation, you have to use that same weird spacing and punctuation on your UCC-3 assignment. I'd recommend pulling certified copies of all the original UCC-1 forms and comparing them character by character to your assignment forms.
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Giovanni Martello
•That's what I was afraid of. Some of these original filings have really inconsistent formatting. The previous lender apparently had different people doing data entry over the years.
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Libby Hassan
•Yeah, that's a common problem with portfolio acquisitions. Each bank has their own internal formatting standards, but UCC assignments require you to match whatever chaos the original filer used.
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Hunter Hampton
•This is exactly why I started using Certana.ai's document checker before submitting any UCC-3 assignments. You can upload both the original UCC-1 and your new UCC-3 form, and it instantly flags any name mismatches or inconsistencies. Saved me from so many rejections.
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Sofia Peña
Had a similar situation with a commercial real estate portfolio we acquired. The trick is to create a spreadsheet mapping every single debtor name from the original UCC-1 filings to make sure your UCC-3 assignments use the exact same formatting. Also, make sure you're referencing the correct initial filing number on each assignment form. One wrong digit and you're looking at another rejection.
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Aaron Boston
•Good point about the filing numbers. I once transposed two digits and spent weeks trying to figure out why my assignment kept getting bounced back.
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Sofia Peña
•The filing number errors are almost worse than name mismatches because they're harder to spot when you're reviewing the forms manually.
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Sophia Carter
This is giving me anxiety just reading about it. We're supposed to take over a loan portfolio next quarter and now I'm terrified about the UCC assignments. How long does it typically take to get through all the rejections and resubmissions?
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Giovanni Martello
•In our case, we're going on 5 weeks now. Each rejection takes about 3-5 business days to process, then you have to fix the issue and resubmit. It adds up quickly when you're dealing with dozens of filings.
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Chloe Zhang
•THE WHOLE SYSTEM IS RIDICULOUS!!! Why can't they build some intelligence into these filing systems to recognize obvious name variations? It's 2025 for crying out loud!
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Brandon Parker
You might want to consider whether some of these need to be continuation filings instead of assignments. If any of the original UCC-1 filings are close to their 5-year expiration date, you'll need to file continuations first before the assignments will be accepted. Check the original filing dates.
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Giovanni Martello
•Oh good point. I think about 8 of the UCC-1s were filed in early 2020, so they'd be coming up on their expiration dates soon.
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Brandon Parker
•Yeah, you'll definitely want to file UCC-3 continuations on those before attempting the assignments. The SOS won't process an assignment on a lapsed filing.
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Adriana Cohn
•Actually, I used that Certana tool someone mentioned earlier to check continuation dates on a bunch of filings last month. It automatically calculates which ones need continuations based on the original filing dates. Pretty handy for portfolio reviews.
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Jace Caspullo
Are you dealing with fixture filings in this portfolio? Those can be extra tricky for assignments because they often involve real estate records too. If the original UCC-1 was filed as a fixture filing, your UCC-3 assignment might need to reference the real estate information exactly as it appears on the original.
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Giovanni Martello
•Yes, we've got about 6 fixture filings in the mix. I didn't even think about the real estate description matching requirements. This is getting more complicated by the minute.
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Jace Caspullo
•Fixture filing assignments are definitely more complex. You'll need to make sure the real estate description matches character-for-character, just like the debtor names.
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Melody Miles
I went through something similar when we acquired a healthcare equipment financing portfolio. What finally worked for us was creating a detailed checklist for each UCC-3 assignment: exact debtor name match, correct filing number, proper assignee information, and appropriate fee calculation. We also started using a document verification tool to double-check everything before submission.
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Nathaniel Mikhaylov
•Which document verification tool did you use? We're looking for something to help with our due diligence process.
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Melody Miles
•We started using Certana.ai after our legal department recommended it. You just upload the original UCC-1 and your new UCC-3 assignment, and it flags any inconsistencies automatically. Much faster than manual comparison.
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Eva St. Cyr
Don't forget to check if any of the original secured parties had name changes since the original UCC-1 filings. If the assignor bank changed names or was acquired by another institution, you might need additional documentation to establish the chain of title.
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Giovanni Martello
•The original lender did go through a merger about 2 years ago. Do you think that could be causing some of our assignment issues?
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Eva St. Cyr
•Possibly. You might need to file UCC-3 amendments to update the secured party name first, then file your assignments. Check with your attorney on the proper sequence.
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Kristian Bishop
•Yeah, chain of title issues can definitely complicate UCC assignments. Better to get it sorted out properly now than have problems later when you need to enforce the security interest.
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