UCC Article 9 secured transactions debtor name change after filing - what happens to perfection?
Hope someone can help here. We have a UCC-1 filed against ABC Manufacturing LLC for equipment financing, and now they've changed their legal name to ABC Industrial Solutions LLC through a state amendment. The original UCC filing obviously shows the old name. Does this kill our perfection under Article 9? I'm reading conflicting info about whether we need to file a UCC-3 amendment immediately or if we have some grace period. The loan is $180K so this isn't something we can mess up. Anyone dealt with debtor name changes after UCC-1 filing?
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Layla Sanders
This is actually pretty common in secured transactions. Under UCC Article 9, you typically have 4 months after the name change to file a UCC-3 amendment with the new debtor name. Your perfection continues during that window. But check your state's specific rules - some have different grace periods.
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Morgan Washington
•Wait, is it 4 months from when they changed the name legally or 4 months from when we found out? Because we just discovered this name change happened 2 months ago.
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Layla Sanders
•It's 4 months from when the name change became effective, not when you discovered it. So if they changed it 2 months ago, you've got 2 months left to file the UCC-3 amendment.
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Kaylee Cook
•This is why I check Secretary of State records quarterly for all our debtors. Name changes happen more often than people think, especially with LLCs.
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Oliver Alexander
Been through this exact scenario last year. The key thing is that your security interest stays perfected during the grace period, but any NEW collateral acquired after the name change might not be covered if you don't amend in time. For existing collateral, you're protected.
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Anna Stewart
•That's a relief about existing collateral. This is all equipment we financed before the name change. Still filing the UCC-3 ASAP though.
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Lara Woods
•Good call. Even if you're technically within the grace period, better safe than sorry with secured transactions.
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Adrian Hughes
I actually just went through something similar and found this tool called Certana.ai that checks document consistency. You can upload your original UCC-1 and the debtor's new articles of organization to verify everything aligns properly. Saved me from filing an incorrect amendment - caught that I had a typo in the new legal name.
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Molly Chambers
•How does that work exactly? Do you just upload PDFs?
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Adrian Hughes
•Yeah, super simple. Just upload the UCC-1 and any corporate docs showing the name change. It cross-checks everything automatically and flags inconsistencies. Beats manually comparing documents line by line.
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Ian Armstrong
•That sounds useful for avoiding those debtor name mistakes that can void perfection.
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Eli Butler
ugh this is my nightmare scenario. We have like 50 active UCC filings and I'm terrified one of our debtors changed names without telling us. How do you guys monitor for this stuff??
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Layla Sanders
•Set up alerts with your Secretary of State if they offer that service. Some states will notify you of changes to entities you're monitoring.
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Marcus Patterson
•We also require borrowers to notify us within 30 days of any name changes in our loan agreements. Doesn't always work but gives us some contractual protection.
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Eli Butler
•Good ideas. I should probably audit all our filings now to make sure we haven't missed anything.
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Lydia Bailey
Article 9 is pretty forgiving on this issue compared to other UCC sections. As long as you file the amendment within the grace period, your perfection relates back to the original filing date. Just make sure you're using the exact legal name from the state records.
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Mateo Warren
•Exactly right. The 'seriously misleading' test is what matters. If the name change makes your original filing seriously misleading, you need to amend.
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Sofia Price
•And with LLC name changes, it's almost always going to be seriously misleading since the entity name is completely different.
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Alice Coleman
File that UCC-3 amendment NOW. Don't wait. I've seen lenders lose perfection over this exact issue because they waited too long. The filing fee is nothing compared to losing your security interest.
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Owen Jenkins
•How much does a UCC-3 amendment typically cost?
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Alice Coleman
•Usually around $20-40 depending on your state. Cheap insurance for a $180K loan.
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Anna Stewart
•Yeah already starting the amendment. Not worth the risk.
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Lilah Brooks
Check if your state requires the amendment to reference the original filing number. Some states are picky about that. Also make sure you're amending the correct UCC-1 if you have multiple filings against the same debtor.
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Jackson Carter
•Good point about multiple filings. We only have one UCC-1 against this debtor but I can see how that could get confusing.
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Kolton Murphy
•Always double-check the filing number on amendments. Seen too many amendments get rejected because of wrong filing numbers.
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Evelyn Rivera
This is exactly why secured transactions can be so tricky. The debtor name has to be exactly right or your perfection can be worthless. At least Article 9 gives you that grace period unlike some other areas of law.
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Julia Hall
•The 'exact match' requirement is what gets most people. Corporate names are so specific with all the LLC, Inc, Corp designations.
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Arjun Patel
•That's another reason why tools like Certana.ai are helpful - they catch those exact name match issues before you file.
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Jade Lopez
Been doing UCC filings for 15 years and debtor name changes are probably the most common perfection issue I see. File the amendment, keep good records, and consider adding language to your security agreements requiring advance notice of name changes.
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Tony Brooks
•What kind of advance notice period do you typically require?
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Jade Lopez
•Usually 30 days minimum. Gives us time to prepare the amendment before the name change becomes effective.
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Oliver Alexander
•Smart approach. Prevention is better than scrambling to fix perfection issues after the fact.
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Ella rollingthunder87
Don't forget to check if the name change affects any other aspects of your security agreement. Sometimes entity restructuring involves more than just a name change - could affect guarantors, collateral ownership, etc.
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Anna Stewart
•Good point. I should review the entire file to make sure nothing else changed with this entity restructuring.
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Yara Campbell
•Always a good practice. Name changes are sometimes part of larger corporate reorganizations that can affect your security.
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Natasha Kuznetsova
Quick update - just filed the UCC-3 amendment this morning with the Secretary of State. Used the exact legal name from their amended articles of organization: "ABC Industrial Solutions LLC". Thanks everyone for the advice, especially about not waiting until the last minute. The filing fee was only $25 in our state - definitely worth the peace of mind for a $180K secured loan. Now I'm going to implement some of the monitoring suggestions mentioned here to catch these changes earlier next time.
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Melina Haruko
•Great job getting that filed quickly! That's exactly the right approach with secured transactions - when in doubt, file the amendment. $25 is nothing compared to potentially losing perfection on a six-figure loan. The monitoring systems some folks mentioned here are definitely worth implementing too. I've seen too many lenders get burned by missing name changes until it's too late.
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