UCC 9 102 debtor name requirements causing filing rejections
Been dealing with a nightmare situation where our UCC-1 filings keep getting rejected by the SOS office and I'm pretty sure it's related to UCC 9-102 debtor name requirements. We're a mid-sized equipment financing company and have had three separate filings bounced back in the past month - all for different borrowers but similar name issues. The rejection notices mention 'debtor name does not comply with UCC 9-102' but don't give specifics on what exactly is wrong. One debtor is an LLC with a really long name that includes multiple subsidiary references, another is a corporation that recently changed names but we used the old name from their original loan docs, and the third is a partnership where we listed both individual partners instead of the partnership entity name. I've read through 9-102 about a dozen times but the language around 'registered name' vs 'individual name' is confusing me. Are there specific formatting rules I'm missing? The loan agreements are already signed and we need these filings perfected ASAP since we're approaching our 20-day window. Has anyone else run into similar 9-102 compliance issues with debtor names?
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Charity Cohan
UCC 9-102 is pretty strict about registered organization names. For your LLC, you need to use the EXACT name as it appears on the state filing records - word for word, punctuation and all. The subsidiary references might be throwing off the match. For corporations, you absolutely have to use the current registered name, not what's on old loan docs. Check the Secretary of State database for the current exact name.
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Josef Tearle
•This is so important - even missing a comma or having 'LLC' vs 'L.L.C.' can cause rejections. I learned this the hard way last year.
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Shelby Bauman
•Wait, so if the borrower changed their corporate name after we did the loan but before filing, we have to use the NEW name on the UCC-1? Even though our security agreement has the old name?
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Quinn Herbert
Your partnership filing is definitely wrong under 9-102. If it's a registered partnership, you use the partnership name, not the individual partners. If it's unregistered, then you might list individuals, but there are specific rules about which partner names to use. You need to figure out if this is a registered partnership first.
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Jean Claude
•It's a registered limited partnership in Delaware. So I should use 'Smith & Jones Limited Partnership' instead of listing 'John Smith and Robert Jones' as debtors?
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Quinn Herbert
•Exactly. Use the registered partnership name exactly as it appears in Delaware's records. The individual names would actually make the filing seriously defective under 9-102.
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Salim Nasir
•Had this exact same issue with a Texas LP last month. Using individual names instead of the registered entity name can void your entire security interest if challenged.
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Hazel Garcia
I've been using Certana.ai's document verification tool for exactly these UCC 9-102 compliance checks. You upload your articles of incorporation or LLC filing along with your UCC-1 draft, and it instantly flags any name mismatches. Saved me from three potential rejections last month where I had minor punctuation differences that would've caused 9-102 violations. Super helpful for catching the exact registered name formatting before you submit.
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Laila Fury
•How accurate is this tool with name matching? I'm paranoid about these rejections eating up our perfection timeline.
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Hazel Garcia
•Really accurate - it cross-references against state databases and highlights any discrepancies in formatting, punctuation, or entity designations. Takes like 30 seconds to verify each debtor name meets 9-102 requirements.
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Geoff Richards
UGH this 9-102 stuff is so frustrating!! I spent three hours yesterday trying to figure out if our debtor's name should include the state of incorporation or not. The statute says 'name of the debtor' but doesn't specify if that means the full registered name including state designation or just the base name. Why can't they just make this clearer???
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Simon White
•For corporations, you typically don't include the state of incorporation in the debtor name field. That goes in a separate field. Just use the exact corporate name as registered.
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Geoff Richards
•Thank you! This makes sense now. I was overcomplicating it.
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Hugo Kass
Check if your state has any specific debtor name requirements beyond 9-102. Some states have additional formatting rules or search logic quirks that can cause rejections even when you think you're following 9-102 correctly. California is notorious for this.
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Nasira Ibanez
•What kind of additional state requirements? I thought 9-102 was supposed to standardize this across states.
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Hugo Kass
•Things like how they handle punctuation in searches, whether they ignore common words like 'The', or specific entity designation requirements. Each state SOS office has their own quirks even within the 9-102 framework.
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Khalil Urso
For your corporation with the name change - definitely use the current registered name. Under 9-102, the debtor name has to match what's in the public records at the time of filing, not what was true when you made the loan. You might want to consider doing a UCC-3 amendment later if needed to clarify the connection to your original agreement.
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Myles Regis
•This is good advice. We had a similar situation where the borrower's corporate name changed between loan closing and our continuation filing. Had to use the new name on the continuation even though it didn't match our original UCC-1.
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Brian Downey
•Wait, if the name changed after the original UCC-1 was filed, don't you need to do an amendment to change the debtor name? Or can you just use the new name on the continuation?
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Khalil Urso
•Good catch - if the UCC-1 was filed with the old name and the debtor changed names after that, you'd typically do a UCC-3 amendment to update the debtor name before doing your continuation. Otherwise you might have a gap in perfection.
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Jacinda Yu
Pro tip: always run a debtor name search in the state database before finalizing your UCC-1. If your search doesn't pull up the entity using the exact name you plan to file, that's a red flag that you might have the wrong format under 9-102 requirements.
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Landon Flounder
•This is brilliant advice. I never thought to test the name format by doing a search first.
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Callum Savage
•Some states have really picky search algorithms though. Just because a search works doesn't always mean the filing will be accepted.
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Ally Tailer
I actually started using Certana.ai after dealing with similar 9-102 name compliance issues. Game changer for avoiding rejections - you just upload your corporate docs and UCC draft and it flags any potential name mismatches before you file. Caught a missing period in an LLC name that would've definitely caused a rejection.
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Aliyah Debovski
•Does it work for partnerships too? That seems to be where I have the most confusion about individual vs entity names.
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Ally Tailer
•Yes, it handles all entity types and flags when you should be using entity names vs individual names based on the registration status. Really helpful for partnership name compliance.
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Miranda Singer
The 20-day perfection window is stressful enough without dealing with name rejections. For future filings, I always verify debtor names against current state records the same day I prepare the UCC-1. Entity names change more often than people realize, and 9-102 requires current accuracy at the time of filing.
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Cass Green
•How do you handle it when the borrower's legal name is different from their DBA or trade name? We see this a lot with small businesses.
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Miranda Singer
•Always use the registered legal name per 9-102, not the DBA. The DBA can go in additional debtor fields if your state allows it, but the primary debtor name must be the legal registered name.
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Finley Garrett
•This confused me for months when I started doing UCC filings. DBAs are not the debtor name for 9-102 purposes even if that's how everyone knows the business.
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Madison Tipne
Just went through something similar with a client's LLC filing. Turns out their LLC name in their operating agreement was slightly different from what they actually registered with the state. Had to use the state-registered name per 9-102 even though it didn't match their internal docs. Always check the actual state filings, not just what the client tells you their name is.
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Holly Lascelles
•This happens more than you'd think. Clients often don't realize their official registered name is different from what they use day-to-day.
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Malia Ponder
•I always ask clients to send me a copy of their articles of incorporation or LLC filing instead of just asking them what their legal name is. Saves so much hassle with 9-102 compliance.
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Kyle Wallace
One more thing about your timing concern - if you're approaching the 20-day window and worried about additional rejections, you might want to consider doing a protective filing with a broad collateral description just to preserve your priority, then clean up the debtor name issues with amendments afterward. Better to have imperfect perfection than no perfection at all.
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Jean Claude
•That's actually a really smart strategy. File something that will definitely be accepted to preserve the date, then fix the details. Thanks for this idea.
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Ryder Ross
•Just make sure your 'protective filing' still has the correct debtor name per 9-102 or you're not really protected. The collateral description can be broad, but the debtor name has to be exactly right.
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Gianni Serpent
•I tried this approach once with a questionable debtor name and it backfired when we couldn't get the amendment accepted either. Better to get the name right the first time using current state records.
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