UCC Filing Issues with Note and Security Agreement Debtor Name Discrepancies

Exactly right about checking the SOS records first. I've seen deals where the note, security agreement, AND UCC filing all had slightly different variations, but as long as the UCC matched the official state filing, we were fine.

Wait, but what if the borrower has been using both versions in different contexts? We had a situation where the debtor used the comma version on some docs and no comma on others. Made the whole thing a mess.

Filing in Delaware. I've heard their system is pretty forgiving with punctuation but haven't been able to confirm that definitively.

Delaware's system does ignore most punctuation for search purposes, but I still wouldn't risk it. File the amendment to be safe - it's cheap insurance on a multi-million dollar deal.

That sounds useful. Does it work with UCC filings too or just the underlying loan documents?

Works with UCC forms as well. You can upload your security agreement and UCC-1 to verify they match, or check your continuation against the original filing. Really helpful for catching these kinds of name variations before they become problems.

I'm always skeptical of these automated tools but honestly manual document comparison is where most errors happen. Might be worth trying if it catches stuff like this.

Filing under both names seems like overkill. Most courts have held that minor punctuation differences don't invalidate a filing as long as it's not seriously misleading.

Maybe, but why risk it? I've seen deals go sideways over smaller discrepancies than this. Two filings gives you absolute certainty.

The double filing approach works but you need to be careful about your continuation strategy. Make sure you continue both filings or you could end up with partial lapse issues.

Take a deep breath! Start with the Secretary of State lookup for the official entity name. That's your baseline. Then work from there to see which of your document names matches closest.

I feel you on the anxiety. These name issues keep me up at night sometimes. But the SOS lookup really is the key - that's your definitive answer.

Good point about the underlying drafting issues. But assuming the security agreement is otherwise solid, the UCC filing question still needs to be resolved.

True, but I'd want to make sure the security agreement itself is enforceable before worrying about perfection issues. Name discrepancies can sometimes indicate bigger problems with document execution.

That's a good idea. I should have thought of that first. Sometimes the simplest solution is just asking the source directly.

Delaware's UCC folks are generally responsive. Just be prepared for some hold time - they get a lot of calls about name variations.

That's exactly the kind of detail that's easy to miss when you're reviewing dozens of pages manually. How long did the analysis take?

Maybe 30 seconds after uploading the PDFs. Results were really clear about what matched and what didn't. Definitely faster than my usual document comparison process.

Smart call on filing the amendment anyway. Even if the search logic handles it, having perfect document consistency eliminates any potential arguments down the road.

Glad you got confirmation from the source. That's the kind of definitive answer that actually helps with the decision making.

Good outcome. And honestly, with 8 months until continuation, you've got plenty of time to get everything aligned properly. No rush decisions needed.

Agreed. The human error factor is real, especially on complex commercial deals with lots of documentation. Automation helps catch the details.

What other tools do people use for UCC management? I feel like I'm still doing everything the hard way with spreadsheets and calendar reminders.