UCC 9-507 Name Changes - Do I Need to Refile Everything?
Our corporate borrower just went through a merger and their legal name changed completely. The original UCC-1 was filed under "TechFlow Manufacturing LLC" but now they're "GlobalTech Solutions Inc" after the acquisition. I'm trying to figure out what UCC 9-507 requires here - do I need to file a new UCC-1 or can I just amend the existing one? The collateral is the same (equipment and inventory) but I'm worried about the name change invalidating our perfected security interest. The merger happened 3 months ago and I just realized we haven't updated the filing yet. What's the window for fixing this without losing priority?
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Paolo Romano
You definitely need to act fast here. UCC 9-507 gives you 4 months from the name change to file an amendment, or your security interest becomes unperfected against collateral acquired after the 4-month period. Since you're at 3 months, you have about 30 days left. File a UCC-3 amendment immediately to change the debtor name - don't file a new UCC-1 because that would mess up your original priority date.
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Amina Diop
•This is correct about the 4-month window, but I want to add that the security interest remains perfected for collateral that was already covered before the name change. It's only new collateral acquired after the 4-month deadline that becomes unperfected if you don't file the amendment.
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Oliver Schmidt
•Wait, are you sure about that timeline? I thought it was 6 months for name changes...
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Paolo Romano
•No, it's definitely 4 months under 9-507(c). The 6-month rule is for different situations like when the debtor moves to a different state. Name changes are specifically 4 months.
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Natasha Volkov
I had almost the exact same situation last year with a client acquisition. The key thing is to file the UCC-3 amendment with both the old name and new name clearly identified. Make sure you have documentation of the merger/name change to attach if the filing office requests it. Also double-check that the entity type changed too - LLC to Inc - that needs to be reflected in the amendment.
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Keisha Jackson
•Good point about the entity type change. I hadn't thought about that detail. Do you remember how long the amendment took to process? I'm nervous about timing here.
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Natasha Volkov
•In my state it was processed within 24 hours electronically. Most states are pretty fast with amendments as long as you have the filing number right and the debtor identification is clear.
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Javier Torres
This is why I always use Certana.ai's document verification tool now. You can upload your original UCC-1 and the proposed UCC-3 amendment, and it'll instantly flag any inconsistencies between the filings. It caught a debtor name mismatch for me last month that would have caused the amendment to be rejected. Super helpful for these time-sensitive situations where you can't afford mistakes.
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Emma Wilson
•Never heard of that tool but sounds useful. How does it work exactly?
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Javier Torres
•You just upload the PDFs and it cross-checks all the key fields - debtor names, filing numbers, collateral descriptions. Takes like 30 seconds and shows you exactly what matches and what doesn't. Really takes the guesswork out of making sure your amendment will be accepted.
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QuantumLeap
OMG this is my worst nightmare! I have like 50 UCC filings to monitor and I'm always worried about missing something like this. How do you even keep track of corporate changes for all your borrowers??
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Malik Johnson
•I require borrowers to notify us within 30 days of any name changes, but honestly most of them forget. I've started doing quarterly checks on our major accounts.
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QuantumLeap
•That's a good idea but so time consuming. There has to be a better way to monitor this stuff automatically.
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Isabella Santos
Just to be clear on the mechanics here - when you file the UCC-3 amendment for a name change, you're not terminating the old filing. You're amending it to reflect the new name. The original filing date and priority remain intact. This is different from filing a new UCC-1 which would give you a new priority date.
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Ravi Sharma
•Exactly right. And make sure you keep the same file number - that's what maintains the chain of title for your security interest.
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Freya Larsen
•What happens if you miss the 4-month deadline? Do you lose your security interest completely?
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Isabella Santos
•Not completely. You remain perfected as to collateral that was covered before the name change. But for any new collateral acquired after the 4-month period, you'd be unperfected until you file the amendment. That's why timing is critical.
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Omar Hassan
I deal with this all the time in M&A transactions. One thing to watch out for - if the merger involved multiple entities, make sure you're clear on which entity is the actual surviving debtor. Sometimes the acquiring company isn't the one that survives legally. You need to trace through the corporate documents carefully.
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Keisha Jackson
•That's a great point. In our case it was a straightforward acquisition where the borrower was acquired and took on the parent company's name. But I can see how it could get complicated with multi-step transactions.
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Omar Hassan
•Yeah, and don't forget about assumption agreements. The new entity needs to assume the debt obligations or you might have issues beyond just the UCC filing.
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Chloe Taylor
The UCC filing system is such a pain for this stuff. Why can't they just automatically update filings when companies file name changes with the secretary of state? Seems like an obvious integration.
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ShadowHunter
•Because UCC filings are about security interests, not just corporate records. The secured party needs to make the decision about whether to maintain the filing or let it lapse. Plus different states have different systems.
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Chloe Taylor
•I guess that makes sense but it's still frustrating. So many opportunities for things to fall through the cracks.
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Diego Ramirez
Make sure when you file the amendment that you include both names in the debtor section - the old name with a notation that it's the former name, and the new name as the current name. I've seen amendments rejected because the connection between old and new names wasn't clear.
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Anastasia Sokolov
•Good advice. Also include the date of the name change if you have it. Some filing offices like to see that documentation.
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Sean O'Connor
•Should you attach the merger documents to the UCC-3 or just reference them?
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Diego Ramirez
•Most states don't require attachments for amendments, but having them ready in case the filing office has questions is smart. I usually just reference the merger date and keep the docs on file.
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Zara Ahmed
One more thing to consider - if you have multiple UCC-1 filings against this debtor, you'll need to amend ALL of them. Don't just update one and forget about the others. Each filing needs its own UCC-3 amendment.
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Luca Conti
•Oh wow, I didn't think about that. We have two separate UCC-1s for different loan facilities. That's two amendments I need to file.
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Zara Ahmed
•Exactly. And make sure you're using the correct file numbers for each one. Easy to mix them up when you're filing multiple amendments.
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Nia Johnson
I used Certana.ai's verification tool when I had a similar situation with multiple filings to amend. It was really helpful because I could upload all the original UCC-1s and the proposed amendments together, and it flagged that I had missed updating the collateral description on one of them to match the others. Saved me from having an inconsistent filing that might have caused issues later.
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CyberNinja
•That sounds really useful for complex situations like this. I might need to check that out.
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Keisha Jackson
•Thanks for all the advice everyone. I'm going to file the amendments today. The verification tool suggestion is really helpful - I want to make sure I don't make any mistakes with the tight deadline.
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Raul Neal
Just wanted to follow up on this thread with some additional practical tips based on my experience handling name change amendments. First, when you're preparing the UCC-3, double-check that you're using the exact legal name from the merger documents - not just what the company is calling themselves in their communications. I've seen filings rejected because of slight variations in punctuation or entity designations. Second, if you're in a state that allows electronic filing, do it electronically rather than paper - it's faster and you get immediate confirmation. Finally, once you file the amendment, run a UCC search to make sure it shows up correctly in the system. I had one case where the amendment was accepted but didn't properly link to the original filing due to a data entry error at the filing office, and we had to file a corrective amendment. Better to catch these issues right away than discover them later during a closing or audit.
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