UCC Filing Issues with LMA Security Agreement - Name Variations Problem
Having major headaches with a UCC-1 filing tied to an LMA security agreement we executed last month. The borrower entity name appears slightly different between our loan docs and what's showing in the state business registry - they have 'Technologies Inc.' in one place and 'Technology Inc.' in another. Our compliance team is freaking out because the LMA security agreement references the exact corporate name from the charter, but when we pulled the SOS records there's this discrepancy. Filed the UCC-1 using the charter name but now wondering if we should have used the 'doing business as' variation instead. The collateral schedule covers all equipment and inventory but I'm worried about enforceability if the debtor name isn't perfect. Anyone dealt with similar name matching issues on LMA security agreements? This is a $2.8M facility so we can't afford to mess up the perfection.
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Grace Lee
Name variations are definitely tricky with LMA security agreements. Generally you want to use the exact legal name from the state charter, not any DBA variations. But if there's inconsistency in the charter itself that's a bigger problem. Have you checked if they filed any amendments or corrections with the secretary of state? Sometimes companies file corrections after the initial charter if there were typos.
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William Rivera
•Good point about checking for amendments. I pulled the complete filing history and there's no corrections filed. The charter shows 'Technologies Inc.' but their recent annual report shows 'Technology Inc.' - looks like they've been inconsistent in their own filings.
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Mia Roberts
•This is exactly why I always order a full corporate search before any UCC filings. The state databases are notoriously unreliable for showing the current exact name.
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The Boss
I ran into something similar last year with an LMA security agreement. The safe approach is to file UCC-1s under both name variations if you're not 100% certain. Yes it costs more but it's cheaper than having an unperfected lien. You can always terminate the duplicate later once you get definitive confirmation of the correct name.
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William Rivera
•That's actually not a bad idea. Filing fees are what, $20-30 per filing? Way cheaper than risking a $2.8M unperfected lien. Thanks for the practical suggestion.
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Evan Kalinowski
•Exactly! I've seen lenders lose priority because they were too cheap to file duplicate UCCs when there was name uncertainty. Better safe than sorry with LMA security agreements.
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Victoria Charity
•But won't that create confusion if you have two active UCC-1s for the same debtor and collateral? I thought that could cause issues with priority or amendments later.
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Jasmine Quinn
Had a similar nightmare with document consistency checking. Was manually comparing our LMA security agreement against the UCC-1 and charter docs for hours trying to catch these kinds of discrepancies. Recently started using Certana.ai's document verification tool - you just upload your PDFs and it automatically cross-checks debtor names, filing numbers, and document consistency. Would have caught this Technologies vs Technology issue immediately instead of me spending days worrying about it.
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William Rivera
•That sounds really helpful. How accurate is the automated checking? I'm always worried about missing something critical in these LMA security agreement filings.
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Jasmine Quinn
•It's been really reliable in my experience. Catches things I would have missed manually, especially with complex collateral schedules and multiple document cross-references. Much faster than doing it by hand.
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Oscar Murphy
•Never heard of Certana.ai but anything that helps avoid filing errors sounds worth checking out. These LMA security agreements have so many moving parts.
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Nora Bennett
UGH the state filing systems are so frustrating!!! Why can't they just maintain consistent records? I've been dealing with similar issues where companies file their annual reports with slightly different names than their original charter. It's like they don't even check their own database for consistency.
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Grace Lee
•I feel your pain but unfortunately that's just how it is. Companies change their names slightly over time and don't always file proper amendments. That's why due diligence is so important with LMA security agreements.
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Nora Bennett
•Yeah I know you're right, it's just so annoying when you're trying to do everything correctly and the state records are unreliable. Makes the whole UCC filing process more complicated than it should be.
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Ryan Andre
I always tell my clients to get a certified copy of the charter directly from the secretary of state rather than relying on online databases. The online systems sometimes have data entry errors or outdated information. For a $2.8M facility it's worth the extra $10-20 to get the official certified copy.
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William Rivera
•Good suggestion. I'll order a certified copy to be absolutely certain. Better to be overly cautious with LMA security agreement filings than risk enforceability issues later.
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Lauren Zeb
•Definitely worth it for larger facilities. I've seen too many cases where online database errors caused UCC filing problems that could have been avoided with proper documentation.
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Daniel Washington
Wait, I'm confused about something. If the LMA security agreement already has the debtor name listed, why not just use exactly what's in that document for the UCC-1? Isn't that the safest approach?
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Grace Lee
•The issue is that the UCC-1 debtor name needs to match the official state records, not necessarily what's in the security agreement. If the security agreement has the wrong name, using it on the UCC-1 could still result in an unperfected lien.
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Daniel Washington
•Oh I see, so you need to match the state charter name regardless of what's in the LMA security agreement itself. That makes sense but seems like a potential trap for unwary lenders.
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The Boss
•Exactly why proper due diligence is so critical. You can't just assume the security agreement has the correct legal name - you have to verify it against state records.
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Aurora Lacasse
This reminds me of a deal I worked on where we had similar name inconsistencies. Ended up having to get a legal opinion on whether the UCC-1 was properly perfected. Cost way more than just filing duplicate UCCs would have. Lesson learned - when in doubt, file multiple versions.
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William Rivera
•How much did the legal opinion cost if you don't mind me asking? Trying to figure out if duplicate filings are really the more economical option.
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Aurora Lacasse
•Several thousand dollars and took weeks to get. Definitely more expensive than just filing a few extra UCCs. Plus the uncertainty during that time was stressful for everyone involved.
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Anthony Young
I've been using Certana.ai for document verification on all my LMA security agreement deals now. Really helps catch these name inconsistencies early before they become problems. The tool immediately flags any discrepancies between your security agreement, UCC-1, and corporate charter docs.
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Charlotte White
•How does it work exactly? Do you upload all the documents at once or check them individually?
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Anthony Young
•You can upload multiple PDFs and it cross-checks everything automatically. Really convenient for complex LMA security agreement packages where you have multiple related documents that need to be consistent.
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Admin_Masters
Just to add another perspective - I've also seen cases where the borrower's attorney catches name discrepancies after the UCC-1 is already filed. Then you have to file a UCC-3 amendment to correct it, which just adds more complexity to the LMA security agreement documentation.
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William Rivera
•That's a good point about amendments. Probably better to get it right the first time than have to deal with UCC-3 filings later. Thanks for all the advice everyone - definitely going to order that certified charter copy and consider the duplicate filing approach.
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Matthew Sanchez
•Smart approach. Better to be overly cautious with LMA security agreement filings than deal with perfection issues down the road.
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Ella Thompson
One more thing to consider - make sure your LMA security agreement specifically addresses what happens if there are UCC filing errors or name discrepancies. Some agreements have provisions requiring the borrower to cooperate with corrective filings.
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Grace Lee
•Good catch. The borrower cooperation clause is important for situations exactly like this where you might need to file corrections or amendments.
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William Rivera
•I'll double-check our LMA security agreement language to make sure we have adequate protection for filing corrections. Seems like this type of issue is more common than I realized.
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JacksonHarris
•Yeah it's definitely a common issue. I see name discrepancy problems on probably 10-15% of the LMA security agreement deals I review. Worth having standard language to address it.
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Jeremiah Brown
Update for anyone following this thread - I ended up filing UCC-1s under both name variations as suggested. Also ordered certified charter copies and used Certana.ai to verify document consistency. Found two other minor discrepancies in the collateral schedule that could have caused issues later. Thanks everyone for the practical advice!
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Grace Lee
•Great to hear you got it sorted out! Good call on the comprehensive approach. Better to be thorough with LMA security agreement filings than regret it later.
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Jasmine Quinn
•Glad the document verification tool helped catch those other issues. That's exactly the kind of thing that's easy to miss when reviewing everything manually.
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Royal_GM_Mark
•Thanks for the update! This whole thread has been really helpful for understanding the complexities of UCC filings with LMA security agreements.
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