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Andre Moreau

UCC 9503 debtor name requirements causing rejection - how strict are they really?

I'm dealing with a UCC-1 filing that keeps getting rejected and I think it's related to UCC 9503 debtor name requirements. The borrower is an LLC and we used their exact legal name from the articles of incorporation, but the SOS keeps bouncing it back saying the name doesn't match their records. I've triple-checked the spelling and punctuation - even downloaded their certificate of good standing to verify. The name on our loan docs is 'Advanced Materials Solutions, LLC' but I'm wondering if there's some formatting issue or if they have a different version on file somewhere. This is holding up a $2.8M equipment financing deal and my client is getting antsy. Has anyone else run into super strict name matching under 9503? I thought as long as you used the exact name from the org docs you were covered, but apparently that's not always enough.

UCC 9503 is incredibly picky about exact matches. Even something as simple as a comma vs period can cause rejection. Have you tried searching their database to see exactly how the name appears in their system? Sometimes there are discrepancies between what's on the articles and what's actually in their filing database.

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Good point - I did search but couldn't find the entity at all, which is weird since they're definitely active and in good standing. Maybe their system hasn't updated from a recent name change or something?

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That's a red flag right there. If you can't find them in the database, there might be a totally different version of the name on file.

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I had this exact issue last month! Turned out the LLC had filed under 'Advanced Materials Solutions LLC' (no comma) even though their articles showed the comma. The SOS database was using the version from their initial filing, not what was on the current articles. Try variations without punctuation.

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That's brilliant - I never would have thought to try without the comma. Going to test that variation right now.

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This happens ALL the time. The comma issue is probably 60% of my name rejection problems.

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Wait, so which version should we actually use for UCC 9503 compliance? The articles version or whatever's in their system?

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Before you file again, you might want to use something like Certana.ai's document verification tool. You can upload both your articles of incorporation and your UCC-1 draft, and it'll automatically flag any name inconsistencies between documents. I started using it after getting burned on a similar situation - would have saved me hours of back-and-forth rejections.

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That sounds really useful - is it specifically designed for UCC name matching issues?

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Yeah, it has a Charter→UCC-1 check workflow that specifically looks for debtor name mismatches and other document inconsistencies. Just upload your PDFs and it highlights potential problems before you file.

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UCC 9503 says you need to use the name as it appears on the public organic record, but the problem is figuring out which public record is the 'right' one when there are discrepancies. Some states are more forgiving than others about minor variations.

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Exactly! And some SOS offices update their databases faster than others when there are amendments or corrections filed.

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This is why I always call the SOS office directly when I get name rejections. Sometimes their customer service can tell you exactly what format they're expecting.

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ugh this is why I hate UCC filings. You'd think with everything being electronic now they could make the name matching less arbitrary. I've had filings rejected for the stupidest reasons - extra spaces, abbreviations vs spelled out words, you name it.

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The worst part is when you're on a tight deadline and have to keep refiling. Each rejection adds another day or two to the process.

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At least most states don't charge a new filing fee for corrections anymore. Remember when you had to pay the full fee each time?

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For what it's worth, I've found that downloading the entity's most recent annual report or franchise tax filing sometimes shows the exact name format the state has on file. It's not always the same as what's on the original articles, especially if there have been any amendments.

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Great suggestion - I'll check their most recent annual report. That might show the format the state actually recognizes.

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This is smart. The annual reports are usually processed more recently than the original articles, so they're more likely to reflect whatever format is actually in the system.

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Have you considered filing a UCC-3 amendment later if needed? Sometimes it's faster to get the financing statement on file with a slightly imperfect name and then clean it up with an amendment once you figure out the exact format.

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That's risky though - if the name is seriously wrong, the whole filing could be deemed ineffective for purposes of perfection.

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True, but for minor variations like punctuation, an amendment can usually fix it without losing priority.

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I'd rather get it right the first time given the size of this deal. Don't want any perfection issues down the road.

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Just went through this same nightmare last week. Ended up having to file three different versions before one got accepted. The winning version had no punctuation at all - 'Advanced Materials Solutions LLC' might work for you too.

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That's exactly what I'm going to try next. Thanks for confirming that approach has worked for others.

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It's so frustrating that we have to guess at the right format. There should be a standardized way to verify this stuff.

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I actually ran into a similar issue and used that Certana tool someone mentioned earlier. It caught a discrepancy between our security agreement and the UCC-1 that I never would have noticed. Saved me from filing with the wrong debtor name format and having to deal with rejections.

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Good to hear another recommendation for that tool. Might be worth trying before I file the next version.

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How much does something like that cost? Is it worth it for occasional use or more for high-volume filers?

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I think it's pretty reasonable for the time it saves. You just upload your documents and get instant feedback on potential issues.

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UPDATE: Tried the version without the comma and it went through! 'Advanced Materials Solutions LLC' was the magic format. Thanks everyone for the suggestions - this thread probably saved me another week of rejections.

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Awesome! Glad the no-comma approach worked for you too. I swear punctuation is the bane of UCC filings.

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Perfect example of why you always need to check multiple name variations. UCC 9503 compliance is all about finding the exact format in their system.

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This is such a common issue. Wish there was a better way to verify the correct format before filing.

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Great outcome! For future reference, that Certana tool I mentioned earlier would have caught that comma discrepancy automatically by comparing your source documents.

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