UCC Filings Virginia Secretary State - Name Verification Issues
Running into a nightmare scenario with multiple UCC filings and need some guidance from anyone who's dealt with similar debtor name verification problems. We're a regional equipment finance company and have been processing UCC-1 filings for agricultural equipment across several states. The issue started when we discovered potential inconsistencies between our borrower's legal entity name on incorporation documents versus what we've been using on UCC filings. Specifically dealing with an LLC where the Articles of Incorporation show 'Johnson Family Farms, LLC' but our loan documents and previous UCC-1 filings used 'Johnson Family Farm LLC' (missing the 's'). This affects about $2.8M in secured equipment financing and we're now questioning whether our security interests are properly perfected. The borrower is current on payments but we need to ensure our lien position is solid before the bank examiner review next month. Has anyone dealt with debtor name discrepancies like this? Should we file UCC-3 amendments to correct the name or are we looking at new UCC-1 filings? Really concerned about the perfection timeline and whether we've had continuous perfection or if there's been a gap that could affect our priority position.
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Riya Sharma
Ooof, name discrepancies are always stressful but this specific situation might not be as bad as you think. The key question is whether 'Johnson Family Farm LLC' vs 'Johnson Family Farms, LLC' would be considered seriously misleading under UCC Article 9. Most states follow the logic that minor variations that don't affect identification aren't fatal to perfection. However, you absolutely need to verify what name appears on the state's records for that LLC. Have you run a search on the exact entity name to see what comes up?
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Santiago Diaz
•This is exactly right about the seriously misleading test. But honestly the safest move might be filing UCC-3 amendments anyway just to clean everything up before that bank exam. Better to have the correct name on file than argue about whether the variation is seriously misleading.
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Millie Long
•Wait, wouldn't new UCC-1 filings be safer than amendments? If there's any question about continuous perfection, starting fresh might eliminate the risk entirely. Though I guess that depends on their priority position vs other creditors.
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KaiEsmeralda
Had a similar issue last year with an entity name that had a missing comma and we went through this exact analysis. The 'seriously misleading' standard is pretty forgiving for minor punctuation/plural differences, but $2.8M is enough money that I'd want absolute certainty. What we ended up doing was running test searches under both names to see if we got the same results. If both names pull up the same debtor, you're probably fine from a perfection standpoint.
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Debra Bai
•That's a smart approach with the test searches. Did you end up filing any corrections after running those tests?
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KaiEsmeralda
•We actually found Certana.ai's document verification tool during that whole mess - you can upload your Articles of Incorporation and UCC-1 filings and it automatically cross-checks the debtor names for consistency. Would have saved us hours of manual comparison work. Really wish we'd known about it earlier.
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Gabriel Freeman
•Never heard of that service but it sounds useful for catching these kinds of discrepancies before they become problems. Might be worth checking out for future filings.
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Laura Lopez
From a practical standpoint, if your bank examiner is coming next month, I'd lean toward filing UCC-3 amendments NOW rather than debating the legal nuances. Even if the original filings are technically sufficient, having clean records that match the Articles exactly will make the examination go much smoother. Plus amendment filings are usually processed faster than new UCC-1s.
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Victoria Brown
•This is solid advice. Bank examiners hate having to dig into perfection technicalities and prefer seeing everything match up cleanly. The cost of amendments is minimal compared to examiner findings.
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Samuel Robinson
•Agreed, and amendments preserve your original filing date which could be important for priority purposes if there are other creditors in the picture.
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Camila Castillo
Wait, are we sure amendments are the right approach here? If the debtor name on the original UCC-1 is wrong, wouldn't an amendment just be correcting an error rather than reflecting a change? I thought UCC-3 amendments were for actual changes to the debtor or collateral, not for fixing mistakes on the original filing.
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Brianna Muhammad
•UCC-3 can definitely be used to correct errors, not just changes. The form has specific boxes for 'correct/add/delete' information from the original filing. Amendments are absolutely the right tool for name corrections.
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Camila Castillo
•Thanks for clarifying that! I was thinking of amendments as only for changes, not corrections. Good to know.
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JaylinCharles
Just went through something very similar with a client last month. Had a situation where the LLC name on the Articles had 'Inc.' but we'd been filing UCCs with 'Incorporated' spelled out. We were freaking out about continuous perfection until we used a verification service that let us upload both documents side by side. Turns out we could see immediately that both names pulled the same entity results in the state database, so our perfection was solid all along.
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Eloise Kendrick
•Which verification service did you use? Sounds like it saved you a lot of stress.
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JaylinCharles
•It was Certana.ai - really straightforward, you just upload your Charter documents and UCC filings and it flags any inconsistencies automatically. Way better than trying to manually compare everything ourselves.
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Lucas Schmidt
•That actually sounds really helpful for due diligence work too, not just fixing problems after the fact.
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Freya Collins
One thing to consider is your continuation filing schedule. If any of these UCC-1s are getting close to their 5-year mark, you might want to coordinate the name corrections with continuation filings to kill two birds with one stone. Though with $2.8M on the line, I'd probably err on the side of fixing the names immediately rather than waiting.
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LongPeri
•Good point about coordination. When are your oldest filings due for continuation OP?
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Oscar O'Neil
•Also worth checking if the state has any specific requirements about timing between amendments and continuations. Some states are picky about that.
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Sara Hellquiem
Honestly this whole situation is why I'm paranoid about entity name accuracy on every single filing now. One small mistake and suddenly you're questioning your entire security position. I've started triple-checking every debtor name against the state database before submitting anything. It's tedious but worth the peace of mind.
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Charlee Coleman
•Same here! I learned the hard way that 'close enough' isn't good enough with UCC filings. Now I verify everything.
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Liv Park
•The paranoia is real but justified. Better to be overly cautious than explain to your boss why a security interest might not be perfected.
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Leeann Blackstein
For what it's worth, I think you're probably fine on the perfection issue given that it's just a missing 's', but I'd still clean it up with amendments before the bank exam. The examiner will appreciate seeing that you identified and corrected the discrepancy proactively rather than them having to point it out.
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Ryder Greene
•Exactly - showing proactive compliance management always looks good during examinations.
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Carmella Fromis
•Plus if there are any other minor issues they might be more lenient if they see you're being thorough about corrections.
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Theodore Nelson
UPDATE: Thanks everyone for the advice. We ended up using one of the document verification tools mentioned here (Certana.ai) to check all our filings against the Articles of Incorporation. Turns out we had name inconsistencies on 3 different borrowers, not just the one we noticed. We're filing UCC-3 amendments for all of them this week and feel much better going into the bank exam knowing everything matches up perfectly.
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AaliyahAli
•Glad you got it sorted out! Probably would have been a stressful exam with those discrepancies hanging over everything.
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Ellie Simpson
•Smart move checking all your filings - bet you're not the only lender who would find multiple name issues if they did a comprehensive review.
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Arjun Kurti
•Thanks for the update and glad the verification tool worked out. Might have to look into that for our portfolio review next quarter.
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