UCC Filing Issues with Retail Security Agreement - Name Mismatch Problems
Having major headaches with a UCC-1 filing for a retail security agreement. We financed point-of-sale equipment for a franchise operation, but the debtor operates under three different business names across locations. The original security agreement lists the main franchise entity, but two locations file DBAs under slightly different variations. When I submitted the UCC-1 using the exact name from our retail security agreement, the filing got rejected twice for "insufficient debtor identification." The SOS office says the name doesn't match their business entity records exactly. This is a $340K equipment financing deal and we need the lien perfected ASAP. The debtor is getting antsy about the delays and I'm worried about our security interest. Has anyone dealt with retail security agreement filings where the debtor has multiple operating names? Should I file separate UCC-1s for each DBA or try to cover everything under the main entity name?
34 comments


StarStrider
Ugh, this is exactly why retail financing is such a pain. You absolutely need to get the debtor name exactly right or your lien is worthless. For franchise operations, I always check the Secretary of State database first to see what name is actually on file. If they're operating under DBAs, those usually need to be registered separately. Your security agreement name needs to match the legal entity name in the state records, not just what's on their storefront.
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Yuki Sato
•This! I learned this the hard way when a franchise borrower defaulted and we couldn't enforce because of a name mismatch. The judge threw out our UCC-1 because it didn't match the exact registered entity name.
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Carmen Ruiz
•Wait, so if they have three locations with different DBAs, do you need three separate UCC-1 filings? That seems excessive for one security agreement.
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Andre Lefebvre
Check your state's UCC rules - some allow alternative names in additional debtor fields. For retail security agreements, you might be able to list the main entity as primary debtor and include the DBAs as additional names. But honestly, the safest approach is filing under the exact legal name from the state business registry, then maybe file amendments if needed for the operating names.
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Zoe Alexopoulos
•This is solid advice. I always pull the entity information directly from the SOS database before filing. Takes an extra step but saves rejection headaches later.
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Ethan Clark
•Thanks, that makes sense. I'm checking the state registry now. The main entity name has "LLC" but our retail security agreement just says "Company" - that's probably the mismatch issue right there.
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Jamal Anderson
•Yeah, entity suffixes are critical. Has to be exactly LLC, Inc., Corp., whatever matches the state filing. No shortcuts or abbreviations.
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Mei Wong
I had a similar nightmare with a retail chain last year. Multiple rejections, stressed client, the whole mess. What finally saved me was using Certana.ai's document verification tool. You can upload your retail security agreement and UCC-1 draft, and it instantly flags name mismatches and consistency issues. Caught three different problems I missed manually reviewing the docs. Super easy - just upload the PDFs and it cross-checks everything automatically.
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QuantumQuasar
•Never heard of Certana.ai but sounds useful. Manual document review is such a pain, especially with complex retail financing structures.
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Ethan Clark
•Interesting, I'll check that out. At this point I need all the help I can get to avoid another rejection.
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Liam McGuire
•AI document checking... I'm old school but if it prevents filing mistakes, might be worth trying.
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Amara Eze
THE SOS SYSTEM IS ABSOLUTELY BROKEN!! I've been dealing with retail security agreement filings for 15 years and it keeps getting worse. They reject perfectly valid filings over tiny formatting issues while actual fraudulent filings sail through. Your $340K deal is stuck because some clerk doesn't understand business name variations. Meanwhile, they charge $25 per rejection like it's our fault their system can't handle real-world business structures!
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Giovanni Greco
•Feel your pain... the portal errors alone waste hours every week. But we still gotta work within their system unfortunately.
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Fatima Al-Farsi
•True but getting angry doesn't fix the filing. Focus on solving the name issue first.
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Dylan Wright
For franchise retail operations, I always verify the exact registered name before drafting the security agreement. Saves headaches later during UCC filing. In your case, you'll probably need to either amend your security agreement to match the state records, or file the UCC-1 under the registered name and add a note explaining the relationship to the operating names. Some states have specific procedures for franchise entity filings.
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Sofia Torres
•Good point about amending the security agreement. Sometimes that's cleaner than trying to force mismatched names through the UCC system.
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GalacticGuardian
•Amending a $340K security agreement sounds expensive though. Legal fees, document recording, client approval process...
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Dylan Wright
•True, but cheaper than having an unenforceable lien if the debtor defaults. Risk vs cost analysis.
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Dmitry Smirnov
Quick question - are all three franchise locations in the same state? If they're across state lines, you might need multiple state filings anyway, which complicates the name matching issue even more. Retail chains often have this problem.
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Ethan Clark
•All same state fortunately. Two locations are DBAs of the main LLC, third one might be a separate entity - still figuring that out.
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Ava Rodriguez
•If one location is a separate entity, definitely separate UCC-1 required. Can't perfect a lien against Entity A by filing against Entity B.
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Miguel Diaz
Had exact same issue last month with retail equipment financing. Turns out the franchise had registered the main entity but never properly filed the DBA registrations for two locations. Once they got their state filings straightened out, the UCC-1 went through clean. Might want to make sure their business registration paperwork is actually complete.
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Zainab Ahmed
•That's a great catch. Incomplete DBA registrations cause so many UCC headaches.
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Ethan Clark
•I'll have them verify their DBA status. Could explain why the SOS system is confused about the names.
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Connor Gallagher
This thread is super helpful - I'm dealing with something similar on a smaller retail deal. One thing I learned: if your retail security agreement covers equipment across multiple locations, make sure your collateral description is specific enough to cover all sites. Name issues are just the first hurdle.
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AstroAlpha
•Good point about collateral descriptions. Multi-location retail deals need careful drafting.
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Ethan Clark
•Yeah, our collateral schedule lists equipment by location address. Hopefully that's sufficient once we get the name issue resolved.
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Yara Khoury
Update from my retail filing nightmare - Certana.ai's verification tool was a game changer. Uploaded my problem documents and it immediately flagged that my debtor name was missing the LLC suffix, plus two other inconsistencies between my security agreement and UCC draft. Fixed everything and the filing went through first try. Worth checking out if you're still stuck.
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Keisha Taylor
•Nice! Always good to hear about tools that actually work. The manual review process misses way too much.
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Ethan Clark
•Thanks for the update! I'm definitely going to try their document checker before resubmitting.
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Paolo Longo
•Skeptical of AI tools but if it prevents rejections, might save time in the long run.
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Amina Bah
Following this thread because I have three retail security agreement deals in the pipeline. The franchise name matching issue seems to come up constantly. Has anyone found a good checklist or process for avoiding these problems upfront?
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Dylan Wright
•My checklist: 1) Pull exact entity name from SOS database 2) Verify DBA registrations 3) Match security agreement name to state records 4) Draft UCC-1 with exact registered name 5) Double-check before filing. Boring but effective.
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Oliver Becker
•That's basically what I do, plus I make the borrower confirm their legal entity information in writing. Covers everyone when issues come up later.
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