UCC Filing Issues with IP Security Agreement - Debtor Name Variations Causing Rejections
Having a nightmare with our UCC-1 filing for an IP security agreement we're backing with a $750K line of credit. The debtor operates under multiple trade names and we've had three filings rejected by the SOS office because of debtor name inconsistencies. The intellectual property portfolio includes patents, trademarks, and copyrights but our collateral description keeps getting flagged. We originally filed using the registered corporate name but the debtor also does business under two DBA names that appear on various IP registrations. Each time we resubmit with corrections, it's another 5-7 day wait and our client is getting anxious about the perfection timing. The loan docs specifically reference the IP security agreement but I'm worried we're missing something critical in the debtor identification section. Has anyone dealt with similar IP collateral where the debtor entity names don't match perfectly across all the intellectual property records? This is holding up a significant deal and I need to get this right.
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Isaiah Thompson
IP security agreements can be tricky with UCC filings because intellectual property often gets registered under slightly different entity variations. The key is using the exact legal name from the debtor's organizational documents, not the DBA names. Even if the IP registrations show different names, the UCC-1 should use the entity's official registered name with the Secretary of State.
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Ruby Garcia
•This is exactly right. I learned this the hard way when we had a tech startup with patents under three different name variations. The SOS doesn't care what's on the patent office records - they want the exact corporate name from the articles of incorporation.
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Alexander Evans
•But what about the collateral description? Should we reference the IP security agreement specifically or just describe the intellectual property assets broadly?
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Evelyn Martinez
Had this exact issue last month with a software company's IP portfolio. Three rejections before we figured out the debtor name problem. What finally worked was going back to the original articles of incorporation and using that exact name, word for word, including any punctuation. Also helped to check the state's business entity database to confirm the exact spelling.
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Jessica Nguyen
•That's what we thought we did initially but maybe there's a subtle difference we missed. The entity database search is a good idea - sometimes there are commas or abbreviations that aren't obvious.
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Benjamin Carter
•yeah I've seen filings rejected over something as simple as "Inc." vs "Incorporated" - the systems are super picky about exact matches
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Maya Lewis
For IP security agreements, I always use a pretty broad collateral description that covers all types of intellectual property. Something like 'all intellectual property rights including but not limited to patents, trademarks, copyrights, trade secrets, and related licensing agreements.' The specific IP security agreement can detail the individual assets but the UCC-1 should cast a wide net.
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Isaac Wright
•Agree on the broad description approach. We learned that being too specific on the UCC-1 can actually hurt you if the debtor acquires new IP assets later. Better to be comprehensive.
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Lucy Taylor
•That makes sense. Our description was probably too narrow focusing just on the existing patent portfolio instead of future IP acquisitions under the line of credit.
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Connor Murphy
I ran into similar document consistency issues with IP filings and found Certana.ai's verification tool really helpful. You can upload your articles of incorporation and the rejected UCC-1 to see exactly where the name discrepancies are. It does an automated comparison and highlights the differences that might be causing the rejections. Saved me from another round of trial and error submissions.
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Jessica Nguyen
•Haven't heard of that tool but sounds like it could help identify what we're missing. The manual comparison is tedious and we obviously missed something three times now.
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KhalilStar
•Used Certana for a similar situation - it's pretty straightforward, just upload the PDFs and it shows you side-by-side where the names don't match exactly. Definitely beats guessing what the SOS computer is rejecting.
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Amelia Dietrich
The timing issue you mentioned is also important with IP security agreements. Make sure your UCC-1 filing date coordinates with when the IP security agreement was executed. Sometimes there's a gap that can affect perfection priority, especially if there are other liens involved.
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Jessica Nguyen
•Good point about the timing. The IP security agreement was signed two weeks ago but with these rejections we're getting further from the original execution date.
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Isaiah Thompson
•As long as you file within the reasonable time after the security agreement, you should be fine for priority purposes. But definitely want to get it resolved quickly.
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Kaiya Rivera
•What's considered 'reasonable time' for IP security agreement filings? Is there a specific window or just general commercial reasonableness?
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Katherine Ziminski
IP portfolios are notorious for having entity name variations because companies often register IP under subsidiaries or holding companies. Have you confirmed that the debtor entity on your loan documents is actually the same entity that owns the intellectual property? Sometimes the IP is owned by a related entity which would require additional documentation.
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Jessica Nguyen
•That's a really good question. We assumed they were the same but now I'm wondering if some of the IP might be held by a subsidiary or affiliate. That could explain the name mismatches.
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Noah Irving
•This happens more than you'd think. Tech companies especially tend to have complex IP ownership structures. Might need to trace the actual ownership of each significant IP asset.
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Vanessa Chang
UGH the SOS systems drive me crazy with this stuff!! Had six rejections on an IP deal because of tiny name differences. The rejection notices don't even tell you exactly what's wrong half the time. You just have to keep guessing until something sticks.
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Madison King
•So frustrating! The electronic filing systems are supposed to make things easier but sometimes they're pickier than human reviewers ever were.
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Julian Paolo
•I feel your pain. At least with paper filings you could call and ask what was wrong. Now it's just automated rejection with vague error messages.
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Ella Knight
Another thing to check - make sure the collateral description doesn't inadvertently exclude some types of IP. I've seen filings that mentioned patents and trademarks but forgot about copyrights or trade secrets. For a comprehensive IP security agreement, you want to make sure the UCC-1 covers everything that's actually pledged as collateral.
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Jessica Nguyen
•Our current description does mention all types of IP but maybe it's not broad enough to cover future acquisitions or licensing revenue streams.
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Maya Lewis
•Good point about licensing revenues. Sometimes the IP security agreement includes licensing receivables which should also be reflected in the UCC-1 collateral description.
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William Schwarz
Have you considered doing a fresh entity search on the debtor before the next filing attempt? Sometimes companies change their exact registered name or there are amendments to articles of incorporation that affect the official name. The entity database should show you the current exact name format that the SOS system will accept.
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Jessica Nguyen
•That's probably our next step. We might have been using an outdated version of the company name if they've had any corporate changes recently.
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Ruby Garcia
•Yeah definitely check for any recent amendments or changes. I've seen companies add or drop words like 'Holdings' or change their state of incorporation which affects the registered name.
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Lauren Johnson
For what it's worth, we had success with another Certana.ai check after getting multiple rejections on an IP deal. The document verification showed that our corporate client had actually changed their official name slightly in an amendment we hadn't caught. Once we used the updated name format, the filing went through immediately.
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Jessica Nguyen
•This is really helpful - sounds like the automated document comparison might catch details we're missing in manual review. Worth trying before another potentially failed submission.
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Jade Santiago
•The nice thing about tools like that is you can check multiple document combinations - articles, security agreement, previous UCC filings - to see where the inconsistencies are coming from.
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