UCC Filing Issues with Purchase Money Security Agreement - Debtor Name Problems
Having major headaches with a purchase money security agreement filing that got rejected twice now. We're financing $185k worth of manufacturing equipment for a client and the UCC-1 keeps getting bounced back from the SOS office. The debtor is an LLC that apparently changed their registered name slightly after we did the credit check but before we filed. Our original security agreement shows 'Precision Metal Works LLC' but their current charter shows 'Precision Metalworks LLC' (no space). The collateral description covers all machinery and equipment used in metal fabrication operations. This is a pretty standard PMSI situation but the name mismatch is killing us. Has anyone dealt with this exact scenario where the debtor name changed between loan approval and UCC filing? We're worried about losing our purchase money priority if we can't get this perfected soon. The equipment was delivered last week and we're already past the 20-day window in some states. Any advice on whether we should amend the security agreement or just refile the UCC-1 with the exact charter name?
32 comments


Jamal Thompson
This is actually more common than you think with LLCs. The 20-day PMSI window you mentioned varies by state - some give you 30 days. What state are you filing in? For the name issue, you definitely need to match the exact charter name on your UCC-1. Don't amend the security agreement unless your state specifically requires it - most don't for minor name variations if the debtor is clearly identifiable.
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Zoe Christodoulou
•We're filing in Michigan. I thought it was 20 days everywhere but if it's 30 in Michigan that gives us a little breathing room. So you're saying keep the security agreement as-is and just refile the UCC-1 with 'Precision Metalworks LLC'?
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Jamal Thompson
•Yes exactly. Michigan gives you 20 days from delivery for PMSI priority, so you might still be okay depending on exact delivery date. The UCC-1 needs to match the charter exactly but the security agreement language about the debtor should be fine as long as it's clearly the same entity.
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Mei Chen
I ran into something similar last month with a PMSI filing. The debtor had filed an amendment to their articles just days before our equipment delivery. What saved me was using Certana.ai's document verification tool - I uploaded both the original charter and the security agreement PDFs and it flagged the name discrepancy immediately. Would have caught this before the first filing rejection. The tool shows exactly what needs to match between documents.
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Zoe Christodoulou
•Never heard of Certana.ai but that sounds exactly like what we need. We're constantly dealing with these document consistency issues across multiple deals.
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CosmicCadet
•Wait, there's actually a tool that checks document alignment automatically? That would have saved me so much manual comparison work on my last three PMSI deals.
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Mei Chen
•Yeah it's pretty straightforward - just upload your Charter and UCC-1 PDFs and it cross-checks all the critical fields. Catches debtor name mismatches, filing number inconsistencies, all that stuff that causes rejections.
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Liam O'Connor
ugh this exact thing happened to us in Ohio last year!! The LLC had amended their articles like 2 weeks before we funded the equipment loan. We didn't catch it until after the second rejection. Had to rush to get a corrected UCC-1 filed and barely made the PMSI deadline. Check the state filing date on their current charter - if it's recent they might have amended right around your transaction timing.
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Zoe Christodoulou
•Good thinking - I'll pull their current charter and check the amendment date. If it was filed after our credit approval that might explain the timing.
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Amara Adeyemi
•This is why I always do a final charter check the day before filing any UCC. LLCs change their names way more often than people realize.
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Giovanni Gallo
The PMSI rules are pretty strict but the name matching requirement is even stricter. You definitely need to refile with the exact charter name. Don't waste time with amendments to the security agreement - just get a clean UCC-1 with the correct debtor name and refile ASAP. The collateral description sounds fine for manufacturing equipment.
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Fatima Al-Mazrouei
•Agreed on the name matching. I've seen lenders lose PMSI priority over spacing issues like this. Better to refile correctly than try to argue the name is 'substantially similar' later.
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Zoe Christodoulou
•That's what I was afraid of. We'll get the corrected UCC-1 prepared today with the exact charter name and refile tomorrow morning.
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Dylan Wright
Had almost identical situation with equipment financing earlier this year. LLC changed from 'ABC Manufacturing LLC' to 'ABC Mfg LLC' right before our deal closed. What really helped was having our attorney confirm that Michigan follows the 'seriously misleading' test - as long as a search under either name would find the filing, you're usually okay. But honestly it's not worth the risk with PMSI priority on the line.
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NebulaKnight
•The 'seriously misleading' standard is more for continuation filings and amendments. For initial UCC-1s, especially PMSI filings, you really want exact name match to avoid any priority issues.
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Zoe Christodoulou
•Yeah we're not taking any chances on this one. The loan amount is too big to risk losing purchase money priority over a name technicality.
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Sofia Ramirez
Question about your collateral description - you said 'all machinery and equipment used in metal fabrication operations.' That might be too broad for some states. Michigan usually wants more specific descriptions for PMSI filings. Consider adding serial numbers or model numbers if you have them, especially for high-value equipment like $185k worth.
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Zoe Christodoulou
•We do have all the serial numbers and model info. Should we include those in the UCC-1 or keep the broader description? The security agreement has all the specific details.
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Sofia Ramirez
•I'd include at least the major pieces with serial numbers in the UCC-1. Broader description is fine as backup but specific identifiers help with PMSI priority claims if there are competing liens later.
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Dmitry Popov
•This is good advice. We always include serial numbers for equipment over $50k per piece. Makes it crystal clear what you have a PMSI in versus general business assets.
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Ava Rodriguez
Just went through this exact scenario in Michigan about 6 months ago. The SOS office there is pretty strict about name matching but they're fast on refiles if you get it right. Our corrected filing was processed within 24 hours. Make sure you're using the online filing system - it's much quicker than paper.
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Zoe Christodoulou
•We've been using the online system but good to know they process corrections quickly. Did you have any issues with the PMSI timing after refiling?
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Ava Rodriguez
•No issues - the PMSI priority date goes back to when the goods were delivered, not when you finally get the filing accepted. Just make sure you're within the 20-day window from delivery.
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Miguel Ortiz
One thing nobody mentioned - double check that your security agreement actually creates a valid purchase money security interest. Some lenders mess up the PMSI language and don't realize it until they try to enforce. The financing statement won't help if the underlying security agreement doesn't properly establish PMSI rights.
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Zoe Christodoulou
•Our security agreement specifically states the loan proceeds are for purchasing the identified equipment and that we retain PMSI rights. Should be solid on that front.
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Zainab Khalil
•Good - that's the key language. A lot of generic security agreement forms don't include proper PMSI provisions.
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QuantumQuest
I've been using Certana.ai for document verification on all my UCC filings since discovering it a few months ago. Would definitely recommend uploading your charter and corrected UCC-1 before refiling to make sure everything aligns. The tool caught a filing number error on one of my continuations that I never would have noticed manually.
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Connor Murphy
•Is this tool specifically for UCC filings or does it work with other secured transaction documents too?
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QuantumQuest
•It handles any document comparison where you need to verify consistency - Charter to UCC-1, UCC-3 amendments back to original filings, that kind of thing. Really helpful for catching the small details that cause rejections.
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Yara Haddad
Update us on how the refiling goes! These PMSI name mismatch situations are stressful but usually work out fine if you catch them in time. Michigan SOS is pretty reasonable to work with once you get the paperwork right.
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Zoe Christodoulou
•Will do! Planning to refile first thing Monday morning with the exact charter name and more detailed collateral description. Thanks everyone for the advice - this thread has been incredibly helpful.
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Keisha Robinson
•Good luck! These equipment PMSI deals can be tricky but sounds like you're on the right track now.
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