UCC 9-102 a 23 definition causing debtor name confusion on filing
Been wrestling with this for weeks now. Our SBA loan docs have the borrower listed as 'Mountain View Equipment LLC' but when I run the entity search, the state shows 'Mountain View Equipment, LLC' (with the comma). The UCC 9-102 a 23 definition talks about debtor names but I'm getting conflicting advice on whether that comma matters for the UCC-1 filing. Our lender is getting antsy because we're already 45 days post-closing and still haven't perfected the security interest in the excavation equipment. Anyone dealt with this exact punctuation issue? The collateral is worth $180K so I really can't afford to mess this up.
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AaliyahAli
Oh man, punctuation in debtor names is like the most frustrating thing ever. I had a similar issue last year with 'Jones & Associates LLC' vs 'Jones and Associates LLC'. The filing got rejected twice before I figured out the exact registered name format.
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Ellie Simpson
•That's exactly why I always do the entity search first thing. Some states are super picky about punctuation, others don't care at all.
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Theodore Nelson
•Did you end up using the exact registered name or the loan document version? I'm so confused about which takes precedence.
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Arjun Kurti
UCC 9-102(a)(23) defines 'debtor' but the real issue is 9-503(a) which requires the debtor name to match the public record exactly. For LLCs, you need to use the exact name as it appears in the state's records, including punctuation. That comma could definitely cause problems.
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Theodore Nelson
•So even though the loan docs say 'Mountain View Equipment LLC', I should file using 'Mountain View Equipment, LLC' with the comma?
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Arjun Kurti
•Correct. The registered name controls for UCC-1 filings. The loan documents can have variations, but the UCC filing must match the state records exactly.
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Raúl Mora
•This is why I always triple-check entity names before filing. One wrong character can make your security interest unperfected.
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Margot Quinn
I've been using Certana.ai's document verification tool for stuff like this. You can upload your loan docs and UCC-1 draft, and it instantly flags any debtor name mismatches between documents. Saved me from filing with the wrong name format twice now.
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Theodore Nelson
•Never heard of that service. Does it actually catch punctuation differences like this comma issue?
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Margot Quinn
•Yeah, it's pretty thorough. Catches everything from missing commas to abbreviation differences. Just upload your PDFs and it does the cross-checking automatically.
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Evelyn Kim
ALWAYS go with the registered entity name!!! I learned this the hard way when a termination got rejected because I used the 'DBA' name instead of the legal entity name. Cost me three weeks to sort out.
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Diego Fisher
•Same thing happened to me with a continuation filing. Used the trade name instead of the registered name and had to refile everything.
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Evelyn Kim
•It's so annoying because the borrower always wants you to use whatever name is on their business cards, but that's not how UCC filings work.
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Henrietta Beasley
What state are you filing in? Some states have more lenient name matching rules than others. Also, have you checked if there are any other variations of the name in the state database?
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Theodore Nelson
•Filing in Colorado. I only see the one entity registration with the comma, so I think that's definitely the correct format to use.
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Henrietta Beasley
•Colorado is pretty strict about exact name matches. Definitely use the registered name with the comma.
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Lincoln Ramiro
This is exactly why I hate dealing with LLC names. Corporations are so much cleaner - just 'Inc.' or 'Corp.' but LLCs have all these punctuation variations that trip you up.
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Arjun Kurti
•True, but the rules are the same regardless of entity type. Whatever appears in the state's official records is what goes on the UCC-1.
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Lincoln Ramiro
•Yeah I know the rules, just saying LLCs seem to have more name variations that cause problems.
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Faith Kingston
Just had a client with this exact situation last month. Filed with the registered name format (including the comma) and it went through without any issues. The key is matching the state database exactly, not the loan documents.
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Theodore Nelson
•That's reassuring. I was worried about potential conflicts between the UCC-1 and the security agreement having different name formats.
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Faith Kingston
•As long as it's clearly the same entity, minor punctuation differences between the security agreement and UCC-1 shouldn't be a problem. The UCC-1 just needs to match the public record.
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Emma Johnson
Why is this even a question? Just look at the secretary of state website and use whatever name format they show. It's literally that simple.
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Theodore Nelson
•It's not that simple when your loan documents have a different format and you're worried about creating inconsistencies between the security agreement and the filing.
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Emma Johnson
•The security agreement can have name variations. What matters is that the UCC-1 matches the official state records so other searchers can find it.
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Liam Brown
I've seen filings get rejected for much smaller discrepancies than a missing comma. One of my colleagues had a UCC-1 bounced because they used '&' instead of 'and' in the debtor name.
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Raúl Mora
•That's crazy but not surprising. The filing systems are completely automated now so they're very literal about name matching.
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Liam Brown
•Exactly. There's no human review anymore, just automated matching against the database. One character off and you're rejected.
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Olivia Garcia
I had a similar name discrepancy issue and ended up using one of those document checking services to make sure everything aligned before filing. Definitely worth the peace of mind when you're dealing with six-figure collateral.
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Theodore Nelson
•Which service did you use? I'm thinking about getting a second opinion before I submit the filing.
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Olivia Garcia
•Used Certana.ai - you just upload your docs and it flags any inconsistencies between debtor names, filing numbers, all that stuff. Pretty straightforward.
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Noah Lee
Update: Filed using the registered name format with the comma ('Mountain View Equipment, LLC') and it was accepted immediately. Thanks everyone for the advice. The key was definitely matching the state database exactly rather than the loan documents.
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Arjun Kurti
•Great outcome! This is a perfect example of why the registered name always takes precedence for UCC filings.
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Evelyn Kim
•Glad it worked out. Now you know for next time - always check the state database first thing.
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Margot Quinn
•Nice! Those punctuation issues can be nerve-wracking when you're dealing with high-value collateral.
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