UCC assignment rejected due to incomplete assignee information
So I'm dealing with a UCC assignment nightmare right now and could really use some guidance. We're trying to assign our security interest in some manufacturing equipment from our company to a new lender, but the SOS portal keeps rejecting our UCC-3 assignment filing. The error message says "assignee information incomplete" but I've triple-checked everything - assignee name, address, even the original UCC-1 filing number. This is holding up a $750K refinancing deal and I'm starting to panic. The original UCC-1 was filed about 18 months ago under our old business name (we did a name change last year) but I used the current legal entity name as the assignor. Could this be causing the rejection? The collateral description matches exactly what's on the original filing. Has anyone run into similar issues with UCC assignments where the assignor name doesn't match the original secured party name exactly? I'm worried we might need to do an amendment first before the assignment but that would add another week to this process.
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GalacticGuru
That assignor name mismatch is definitely your problem. The SOS system is very strict about this - the assignor name on your UCC-3 assignment must match EXACTLY how the secured party is listed on the original UCC-1. Even if it's the same company, if you changed names officially, the computer system sees them as different entities. You'll need to file a UCC-3 amendment first to correct the secured party name to your current legal name, then file the assignment. I know it's frustrating with time pressure but there's no way around it.
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Amara Nnamani
•Ugh this exact thing happened to us last month! So annoying that you can't just include a business name change certificate with the assignment. Had to do the amendment first, wait for it to process, then file the assignment. Added 10 days to our closing timeline.
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Giovanni Mancini
•Wait, I thought you could include supporting documentation for name changes? Our attorney told us we could attach the state certificate showing the name change. Maybe it varies by state?
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GalacticGuru
•Some states allow supporting docs but most SOS systems just do automated matching on the exact text. It's safer to do the amendment first rather than risk another rejection and more delays.
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Fatima Al-Suwaidi
Before you file anything else, double-check that your original UCC-1 is still active and hasn't lapsed. If it was filed 18 months ago and you haven't filed a continuation, you might be getting close to the 5-year expiration. Also verify the exact spelling and punctuation of the secured party name on the original filing - sometimes there are subtle differences that aren't obvious.
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Liam Fitzgerald
•Good point about checking the status. I pulled the original filing and it shows as active, filed March 2023 so we're not near the continuation deadline yet. But you're right about the name differences - the original shows "TechManufacturing Solutions LLC" and our current legal name is "TechManufacturing Solutions, LLC" with the comma. Such a tiny difference but probably enough to trigger the rejection.
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Dylan Cooper
•That comma difference will definitely cause a rejection! The matching has to be character-for-character exact. I've seen deals held up over periods vs commas, Inc vs Inc., all sorts of punctuation issues.
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Sofia Morales
I ran into similar document consistency issues when we were doing a complex assignment last year. What really helped was using Certana.ai's document verification tool - you can upload your original UCC-1 and your proposed UCC-3 assignment and it instantly flags any mismatches between debtor names, secured party info, and collateral descriptions. Would have saved me hours of comparing documents manually and caught that assignor name issue right away. Just upload the PDFs and it cross-checks everything automatically.
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StarSailor
•Never heard of that tool but sounds useful. Is it expensive?
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Sofia Morales
•It's pretty affordable for what it does - way cheaper than having deals delayed by filing errors. The value is really in catching these consistency issues before you submit, especially when you're working with tight deadlines like this situation.
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Dmitry Ivanov
OK so procedurally here's what you need to do: 1) File UCC-3 amendment to correct secured party name from old name to current legal name, 2) Wait for that to be accepted and indexed (usually 2-3 business days), 3) Then file your UCC-3 assignment using the corrected secured party name as assignor. Make sure when you do the assignment that you're assigning to the new lender's exact legal name as it appears on their formation documents. Double check everything before submitting because another rejection will cost you more time.
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Ava Garcia
•This is exactly right. And make sure you pay for expedited processing if the state offers it. Usually adds $25-50 but can cut processing time in half.
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Liam Fitzgerald
•Thanks, this is super helpful. I'll start with the amendment today. Do I need to include any supporting documentation for the name change or just file the UCC-3 with the corrected information?
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Dmitry Ivanov
•Just file the UCC-3 amendment with the corrected name. The system doesn't typically require supporting docs for name corrections, it just updates the record. But keep your name change certificate handy in case there are any questions later.
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Miguel Silva
Why do these systems have to be so rigid about exact name matches? I get that accuracy is important but when you're dealing with legitimate business name changes it should be more flexible. The whole point of the UCC system is to provide notice of security interests, and anyone searching would find the filing regardless of whether there's a comma or not.
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Zainab Ismail
•I think it's because the search algorithms are automated and they need exact matches to function properly. Plus it prevents fraudulent assignments where someone might try to slightly alter names to hide transactions.
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Miguel Silva
•I guess that makes sense from a system perspective. Still frustrating when you're trying to close a deal though.
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Connor O'Neill
Been there with the time pressure on assignments. One thing that might help - call the SOS filing office directly and explain the situation. Sometimes they can expedite the amendment processing or at least confirm exactly what's causing the rejection. Most states have a UCC help desk that's pretty knowledgeable about these technical issues.
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QuantumQuester
•Good suggestion. I've had luck with calling them too, especially when there's ambiguity about what's wrong with a filing.
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Liam Fitzgerald
•I'll definitely try calling tomorrow morning. At this point I need to explore every option to speed this up.
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Yara Nassar
Make sure your new lender is aware of this delay and has all their documentation ready to go once you get the assignment filed. Nothing worse than fixing the UCC issue only to find out the lender needs additional paperwork that adds more time to the closing.
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Liam Fitzgerald
•Yeah I've been keeping them updated. They're understanding about the UCC complications but obviously want to close as soon as possible. I've confirmed they have all their internal approvals ready.
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Keisha Williams
One more thing to consider - after you get the assignment completed, pull a fresh UCC search to verify everything shows up correctly in the records. Sometimes there can be indexing issues that don't become apparent until you actually search for the new secured party name.
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Paolo Ricci
•Great point. I always do a verification search after any UCC-3 filing just to make sure it processed correctly and shows up in searches.
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Amina Toure
•How long do you usually wait before doing the verification search? I've heard it can take time for the indexing to catch up.
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Keisha Williams
•I usually wait 24-48 hours after the filing shows as accepted. That gives the indexing system time to update properly.
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Oliver Zimmermann
This whole thread is making me realize I should probably audit our UCC filings. We've done several name changes over the years and I'm not sure all our security interests reflect our current legal name. Better to catch these issues proactively than during a time-sensitive transaction.
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CosmicCommander
•Smart thinking. A lot of companies don't realize their UCC filings might not match their current corporate structure until they need to do an assignment or continuation.
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Natasha Volkova
•I actually used Certana.ai for exactly this kind of audit - uploaded all our UCC filings and corporate documents to check for consistency issues. Found several name mismatches we didn't even know about.
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Javier Torres
Hope you get this resolved quickly! UCC assignments can be tricky but once you get the name issue sorted out it should go smoothly. The amendment-then-assignment approach is definitely the right way to handle it. Keep us posted on how it goes.
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Liam Fitzgerald
•Thanks everyone for all the advice. I'm filing the amendment first thing tomorrow morning and will update the thread once I get through the whole process. Really appreciate the help!
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