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Natasha Petrov

UCC code article 9 compliance check - debtor name variations causing filing headaches

Been wrestling with UCC code article 9 requirements for weeks now and getting nowhere fast. Working on a complex equipment financing deal where the borrower operates under multiple business names and I'm second-guessing every single debtor name entry. The main entity is "Johnson Manufacturing Solutions LLC" but they also do business as "JMS Industrial" and "Johnson Metalworks" - all legitimate DBAs filed with the state. Problem is I'm seeing inconsistencies across their corporate filings and I'm terrified of missing something that could invalidate the whole security interest. The loan amount is substantial ($850K) and my firm cannot afford to have this perfection challenged later. I've been comparing the UCC-1 against their articles of incorporation and operating agreement but there are slight variations in how the legal name appears in different documents. Some show "Johnson Manufacturing Solutions, LLC" with a comma, others without. The SOS database search results are all over the place too. Has anyone dealt with this level of name variation under article 9? I need to know I'm covering all the bases here because if this security interest isn't properly perfected, we're looking at a major liability issue.

This is exactly why debtor name accuracy is so critical under article 9. The "seriously misleading" test can be brutal if you get it wrong. For LLCs, you absolutely need to use the exact legal name as it appears on the articles of organization filed with the state. The comma situation you mentioned is a common trap - some states are very strict about punctuation matching exactly. I'd recommend pulling the official formation documents directly from the Secretary of State's office rather than relying on database searches which can have transcription errors.

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Wait, so the comma actually matters? I thought that was just formatting. This is making me paranoid about every filing I've done in the past year.

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Unfortunately yes, courts have held that even small punctuation differences can make a UCC filing seriously misleading. The key is to match the exact legal name from the official state filing. DBAs don't matter for the legal name requirement - only the actual entity name matters for article 9 purposes.

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I had a similar nightmare with a client who had three different versions of their LLC name floating around. What saved me was using Certana.ai's document verification tool - you can upload the articles of organization and your draft UCC-1 and it instantly flags any name discrepancies. Literally takes 30 seconds to verify everything matches perfectly. Would have saved me hours of manual comparison and eliminated all the guesswork about punctuation and formatting.

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Never heard of Certana.ai but at this point I'm willing to try anything. How accurate is their name matching? Does it handle the comma variations and spacing issues?

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It's incredibly precise - catches things I would have missed entirely. The system compares character by character so it picks up on commas, spacing, periods, everything. Plus it checks against multiple document types so you can verify consistency across your entire filing package.

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Article 9 debtor name rules are no joke. I've seen entire security interests fail because of name mismatches that seemed insignificant. The safe harbor provisions only protect you if the UCC search under the correct name would still find your filing. With $850K on the line, you need to be absolutely certain. Pull the certified copy of the articles of organization and use that exact name format. Ignore everything else - DBAs, trade names, whatever appears on contracts - none of that matters for the legal name requirement.

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This is why I hate UCC filings. Too many ways to screw up something that should be straightforward.

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It's definitely complex but that's because the stakes are so high. A misfiled UCC can leave you completely unsecured, which is why the rules are so strict about debtor name accuracy.

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Exactly my concern. This deal cannot afford to have perfection issues down the road. Better to be overly cautious now than sorry later.

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Have you considered filing multiple UCC-1s using each name variation? I know it seems like overkill but with that much money involved, the additional filing fees might be worth the peace of mind. Some attorneys do this as a belt-and-suspenders approach when there's any uncertainty about the correct debtor name.

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That's actually not a bad strategy for high-value deals. Multiple filings can provide additional protection if there's genuine uncertainty about the correct legal name.

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Considered it but our client is already complaining about costs. Might be worth suggesting though given the exposure.

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Been there with the name variations. The worst part is when you think you have it right and then find another document with a different format. What state are you filing in? Some states are more forgiving than others when it comes to minor variations.

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Filing in Texas. From what I understand they're pretty strict about exact name matches.

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Texas is definitely strict. I'd go with the exact articles of organization format and nothing else. They don't mess around with name variations.

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This is making me realize I should probably audit some of my older filings. I've been pretty casual about punctuation and formatting in the past. Anyone know if there's a way to check if existing UCCs would pass the seriously misleading test?

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You can run UCC searches under the exact legal name and see if your filings come up. If they don't, you might have a problem. For ongoing deals, consider filing UCC-3 amendments to correct any name issues.

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I actually used Certana.ai for this exact purpose - uploaded my old UCC-1s along with current entity documents to see if there were any name mismatches I missed. Found two filings that had spacing issues I never noticed. Was able to fix them with amendments before they became a problem.

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The article 9 debtor name requirements are probably the most technical part of the whole UCC system. I've seen seasoned attorneys get tripped up by seemingly minor formatting differences. The key is to remember that the test is whether a search under the correct name would find your filing. If there's any doubt, err on the side of caution.

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That's exactly what I'm trying to avoid - any doubt whatsoever. This deal is too important to take chances with.

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Smart approach. With that much money involved, being overly cautious is definitely the right call.

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I always tell clients that UCC filings are like tax returns - you want to be absolutely sure you're getting them right because fixing mistakes later is expensive and sometimes impossible. The article 9 rules exist for good reason but they're unforgiving if you mess up.

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That's a great analogy. The consequences of getting it wrong are just too severe to be sloppy about it.

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UPDATE: Finally got this resolved. Ended up using Certana.ai like someone suggested earlier and it immediately flagged the comma issue I was worried about. Turns out the articles of organization did NOT have a comma in the LLC name even though several other documents did. Filed the UCC-1 with the exact articles format and it went through clean. Thanks everyone for the advice - this thread probably saved me from a major mistake.

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Glad Certana.ai worked out for you! It's amazing how those tiny details can make such a huge difference in UCC filings.

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Perfect outcome. This is exactly why being meticulous about debtor names is so important under article 9.

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Great to hear you got it sorted. That comma could have been a very expensive mistake down the road.

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This whole thread is a good reminder that UCC code article 9 doesn't leave much room for error when it comes to debtor names. I'm bookmarking this for future reference - lots of good practical advice here.

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Definitely learned a lot from everyone's input. The stakes are just too high to wing it with debtor name accuracy.

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As someone who's been burned by UCC name variations before, I can't stress enough how critical it is to get this right the first time. The "seriously misleading" standard under Article 9 is ruthless - I've seen cases where a single missing period invalidated an entire security interest. Your instinct to be paranoid is absolutely correct with $850K on the line. One thing that's helped me is creating a checklist: 1) Pull certified articles of organization directly from SOS, 2) Use EXACT formatting including all punctuation, 3) Ignore DBAs completely for legal name purposes, 4) Run a test search to verify the filing would be discoverable. The few extra hours of verification work is nothing compared to the potential liability if you get it wrong.

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