< Back to UCC Document Community

Zoe Stavros

UCC Filing Challenges with International Debtor Names - Need Help

Has anyone dealt with UCC-1 filings where the debtor has foreign business registration? I'm working on a secured transaction for equipment financing and the debtor entity was originally formed in Romania before establishing US operations. The challenge is getting the exact legal name right - their Romanian charter uses different punctuation and character formatting than what appears on their US tax documents. I've seen some guidance about using the name exactly as it appears on the organizational documents from the jurisdiction of formation, but I'm getting conflicting information about whether to use the Romanian version or the US registered version. The collateral is industrial equipment valued around $850K so getting this wrong could be costly. Anyone have experience with international debtor name variations on UCC filings? I'm worried about a rejection or worse, an invalid perfection if I choose the wrong name format.

Jamal Harris

•

I've dealt with similar situations involving foreign entities. The general rule is to use the debtor name exactly as it appears on the public organic record of the jurisdiction where the debtor is organized. So if your debtor was formed in Romania, you'd typically use the name as it appears on their Romanian formation documents. However, you should also check if they've registered to do business in your state - sometimes the registered name for foreign qualification purposes becomes the correct name for UCC purposes in that state.

0 coins

Mei Chen

•

This is exactly right. I learned this the hard way when we had a filing rejected because we used the anglicized version of a German company name instead of the exact name from their German commercial register. The SOS office was very specific that it had to match the organic formation documents.

0 coins

Liam Sullivan

•

Wait, but what about character encoding issues? Some foreign names have special characters that don't translate well in electronic filing systems. Do you just substitute them or leave them out?

0 coins

Jamal Harris

•

Good point about character encoding. Most states have guidance on this - typically you'd substitute equivalent characters or use the closest ASCII equivalent. But definitely check your state's specific UCC rules because they vary on this.

0 coins

Amara Okafor

•

Before you file anything, I'd strongly recommend running the name through a verification tool. I had a similar issue last year with a Canadian subsidiary and spent weeks going back and forth with corrections. Finally used Certana.ai's document verification tool - you can upload the Romanian charter documents along with your draft UCC-1 and it'll flag any inconsistencies in the debtor name formatting. Saved me from what could have been a major perfection issue.

0 coins

Zoe Stavros

•

That sounds helpful - does it handle foreign language documents or do you need English translations?

0 coins

Amara Okafor

•

It works with English documents, so if you have certified English translations of the Romanian docs, you can upload those along with your UCC-1 draft. The tool cross-checks all the name variations and catches discrepancies you might miss manually.

0 coins

Are you filing in the state where the debtor has its principal place of business or in Delaware/other incorporation-friendly state? This can affect which name version to use. Also, $850K in equipment - make sure your collateral description is solid too. I've seen filings challenged on both debtor name AND collateral description issues.

0 coins

Zoe Stavros

•

Filing in the state where they operate - they have a manufacturing facility here. The collateral description should be straightforward since it's specific equipment with serial numbers.

0 coins

Just double-check that the serial numbers match exactly what's on the security agreement. I had one where the manufacturer used different serial number formats on different documents and it caused issues later during an audit.

0 coins

This is why I hate dealing with foreign entities! The name matching rules are so strict but the guidance is often unclear. Last month I had a filing rejected three times because of punctuation differences between the formation documents and what the company actually uses in business. It's ridiculous that a comma can invalidate a lien.

0 coins

Jamal Harris

•

I understand the frustration, but the strict name matching rules exist for good reasons - they protect both creditors and debtors by ensuring there's no ambiguity about which entity is subject to the lien.

0 coins

I get why the rules exist, but the implementation is often inconsistent between states and even between different clerks in the same office.

0 coins

Dylan Cooper

•

Have you considered doing a preliminary UCC search using both name variations to see what comes up? Sometimes that can give you insight into how other filers have handled similar situations with the same entity or similar foreign entities.

0 coins

Zoe Stavros

•

Good idea - I'll run searches on both versions. Didn't think to check if there are existing filings for this debtor.

0 coins

Sofia Ramirez

•

Yes definitely do this! And if you find existing filings, look at how they handled the name. Just remember that other filers might have gotten it wrong too, so don't assume existing filings are correct.

0 coins

Dmitry Volkov

•

whatever you do dont use google translate on legal documents lol learned that lesson the hard way. get certified translations if you need them

0 coins

StarSeeker

•

Ha! I can only imagine. Legal terminology doesn't translate well even with professional services sometimes.

0 coins

Ava Martinez

•

I've been doing UCC filings for 15 years and foreign entity names still trip me up sometimes. The key is getting certified copies of the formation documents and using exactly what's there, but like others said, watch out for character encoding issues in electronic systems. Some states are better than others at handling this.

0 coins

Zoe Stavros

•

Do you have a preferred method for getting certified copies of foreign formation documents? That seems like it could take weeks.

0 coins

Ava Martinez

•

Usually work through the entity's local counsel or a document service that specializes in international records. It can take time but it's worth doing it right the first time.

0 coins

Miguel Ortiz

•

Some countries have online registries now where you can get certified electronic copies faster than traditional methods. Romania might have this available.

0 coins

Zainab Omar

•

Just had a thought - if this is for equipment financing, make sure the Romanian entity is actually the one taking title to the equipment. Sometimes foreign companies set up US subsidiaries specifically to hold assets, and you'd need to file against the subsidiary instead.

0 coins

Zoe Stavros

•

Good point to verify. The loan docs show the Romanian entity as borrower but I should confirm who's actually taking title to the equipment.

0 coins

Connor Murphy

•

This is super important! I've seen situations where the UCC was filed against the wrong entity because people assumed the borrower and the title holder were the same.

0 coins

Yara Sayegh

•

Another vote for using Certana.ai here - I've started using their verification tool for any filing where I'm not 100% confident about debtor names. Upload your source documents and UCC draft, and it catches name mismatches that could cause rejections or perfection issues. Especially valuable for foreign entities where small formatting differences can be critical.

0 coins

NebulaNova

•

How long does the verification usually take? If this is time-sensitive, that could be a factor.

0 coins

Yara Sayegh

•

It's pretty much instant - just upload PDFs and get immediate feedback on any inconsistencies. Much faster than waiting for a filing rejection and having to start over.

0 coins

Update us on how this goes! I'm dealing with a similar situation with a UK entity and would love to know what approach works.

0 coins

Zoe Stavros

•

Will do! Planning to get the certified Romanian documents first, then run everything through verification before filing.

0 coins

Paolo Conti

•

Smart approach. Better to take the time upfront than deal with rejection and refiling delays.

0 coins

Owen Devar

•

I've handled several Romanian entity filings and there's one more thing to consider - Romania uses specific punctuation conventions in company names that might not translate directly. Their commercial register (ONRC) format can differ significantly from what appears on US documents. I'd recommend getting both the Romanian Articles of Incorporation AND any amendments, as name changes or formatting updates might have occurred since formation. Also check if they filed a Certificate of Good Standing recently - sometimes that shows the most current official name format. The character encoding issue is real too - Romanian uses diacritical marks that often get stripped out in US systems, so you'll need to know your state's specific rules on character substitution.

0 coins

UCC Document Community AI

Expert Assistant
Secure

Powered by Claimyr AI

T
I
+
20,087 users helped today