UCC debtor definition confusion - who exactly counts as the debtor on filing?
Really struggling with getting the UCC debtor definition right on our filings. We have a situation where we're financing equipment for a company but there's also a personal guarantor involved. The company is ABC Manufacturing LLC and the owner John Smith personally guaranteed the loan. When I'm filling out the UCC-1 form, I'm getting confused about who should be listed as the debtor. Some sources say it's whoever owns the collateral, others say it's whoever has the obligation. The SOS rejected our first filing saying the debtor name was incorrect but didn't specify what was wrong. Are we supposed to list both the LLC and the individual? Just the LLC? I've been going in circles on this and really need some clarity on the proper UCC debtor definition before I submit another filing that might get rejected.
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Dominic Green
The debtor on a UCC filing is the entity that owns or has rights in the collateral, not necessarily the borrower. If ABC Manufacturing LLC owns the equipment, then ABC Manufacturing LLC is your debtor on the UCC-1. The personal guarantor doesn't typically get listed as a debtor unless they actually own the collateral.
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Hannah Flores
•This is exactly right. I see this confusion all the time. The UCC debtor definition is about ownership of the collateral, not who owes the money.
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Kayla Jacobson
•But what if the LLC transfers ownership to the individual later? Do we need to file an amendment?
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William Rivera
Had this same issue last month! Make sure you're using the exact legal name from the LLC's articles of incorporation. That's probably why your filing got rejected - even small differences in the debtor name will cause problems.
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Grace Lee
•Yes! This happened to us with 'ABC Manufacturing LLC' vs 'ABC Manufacturing, LLC' - the comma made all the difference.
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Mia Roberts
•The SOS systems are so picky about exact name matches. It's ridiculous how one punctuation mark can mess everything up.
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The Boss
You might want to check out Certana.ai's document verification tool. I upload my charter documents along with my UCC-1 draft and it catches these debtor name mismatches before filing. Really helpful for avoiding rejections due to name inconsistencies.
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Evan Kalinowski
•Never heard of that but sounds useful. How does it work exactly?
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The Boss
•You just upload PDFs and it cross-checks the debtor names between documents. Saves a lot of headaches with rejected filings.
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Victoria Charity
The UCC debtor definition can get tricky with partnerships and LLCs. You need to look at who actually has title to the equipment. If it's titled to the LLC, then the LLC is your debtor regardless of who signed the loan docs.
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Jasmine Quinn
•What about sole proprietorships? Do we list the individual name or the business name?
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Victoria Charity
•For sole props, you typically list the individual's legal name since they're the actual owner of the assets.
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Oscar Murphy
•I always do both names for sole props just to be safe - 'John Smith dba Smith Construction
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Nora Bennett
This is why I hate UCC filings so much. The debtor definition should be straightforward but every state seems to have their own interpretation.
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Ryan Andre
•Tell me about it. Spent three hours on the phone with the SOS office last week trying to figure out a debtor name issue.
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Lauren Zeb
•At least most states use electronic filing now. Remember when we had to mail paper forms?
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Daniel Washington
Check Article 9 of the UCC - it defines debtor as the person who owes payment or performance of the obligation secured, whether or not that person owns rights in the collateral. But for filing purposes, you list whoever owns the collateral.
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Aurora Lacasse
•That's the technical definition but filing practice is different. You're right about listing the collateral owner.
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Anthony Young
•The distinction between legal debtor and filing debtor trips people up all the time.
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Charlotte White
I always double-check with the secretary of state's business entity search before filing. Make sure the debtor name matches exactly what's on file with the state.
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Admin_Masters
•Good advice. Those business searches are free and can save you from rejection headaches.
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Matthew Sanchez
•Some states even show the exact formatting they want for the entity name in their database.
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Ella Thompson
•I use Certana.ai for this too - it pulls the official entity information and compares it to what I have in my UCC draft. Much faster than manual checking.
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JacksonHarris
Don't forget about name changes either. If the LLC changed its name after the loan but before the UCC filing, you need the current legal name as the debtor.
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Jeremiah Brown
•How do you handle that situation? File under the old name or new name?
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JacksonHarris
•Always use the current legal name. The UCC is about notice to future creditors, so they need to search the current name.
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Royal_GM_Mark
For your specific situation, if ABC Manufacturing LLC owns the equipment, that's your debtor. The personal guarantee is separate from the UCC filing. Just make sure you get the exact LLC name from their formation documents.
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Amelia Cartwright
•This makes sense. I was overcomplicating it by trying to include the guarantor information.
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Chris King
•Yeah the UCC debtor definition is really about collateral ownership, not debt obligation. Keep it simple.
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Rachel Clark
One more tip - if you're still unsure, call the filing office. Most SOS offices have UCC divisions that can clarify debtor name requirements for your specific situation.
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Zachary Hughes
•Good point. They'd rather answer questions upfront than deal with rejected filings later.
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Mia Alvarez
•I've found Certana.ai actually catches more issues than the filing office sometimes picks up. Their system is pretty thorough for document consistency checks.
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Carter Holmes
•Whatever works to avoid those rejection fees and delays. Thanks everyone for the clarification on UCC debtor definition!
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Paolo Marino
Just wanted to add from my experience - make sure you also check if the LLC has any "doing business as" (DBA) names registered. I've seen cases where the equipment was purchased under a DBA but the UCC filing needs to be under the legal entity name. Also, if ABC Manufacturing LLC is a subsidiary of another company, double-check who actually holds title to the equipment. Sometimes parent companies retain ownership even when subsidiaries use the assets. The key is always following the paper trail to see who has legal ownership, not just who's using the collateral.
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Haley Bennett
•This is really helpful Paolo! I hadn't considered the DBA angle - that could definitely cause confusion between what name appears on purchase documents versus what should be on the UCC filing. The subsidiary situation is another great point. I've seen deals where the parent company technically owns all assets but the subsidiary is the borrower. Always comes back to that fundamental question of who actually has title to the collateral, regardless of the business relationships involved.
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Tyler Lefleur
Great discussion everyone! As someone who's dealt with hundreds of UCC filings, I want to emphasize something that hasn't been mentioned yet - always verify the debtor's organizational status before filing. I've seen situations where an LLC was administratively dissolved or suspended, which can complicate the UCC filing process. Also, for equipment financing specifically, make sure you're checking the equipment's title documents or purchase agreements to confirm ownership. Sometimes there are lease-to-own arrangements or conditional sales that affect who should be listed as the debtor. The UCC debtor definition is definitely about collateral ownership, but you need to dig into the actual ownership structure, not just assume based on who signed the loan documents.
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Savanna Franklin
•Excellent point about checking organizational status! I learned this the hard way when a filing got rejected because the LLC's registration had lapsed. Now I always verify active status on the secretary of state website before submitting. The equipment title verification is crucial too - I once had a case where the "buyer" was actually just leasing with an option to purchase, so the lessor remained the true owner and proper debtor for UCC purposes. It's amazing how many layers you have to peel back sometimes to get to the actual collateral owner.
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Axel Bourke
This thread has been incredibly helpful! I'm dealing with a similar UCC debtor definition issue right now. One thing I'd add is to be extra careful with multi-member LLCs - sometimes the operating agreement specifies that certain assets are owned by individual members rather than the LLC itself. I had a filing rejected last year because I assumed the LLC owned the equipment, but it turned out the operating agreement allocated ownership to one specific member. Also, for anyone struggling with these name matching issues, I've found that requesting a certified copy of the articles of incorporation or certificate of formation directly from the state gives you the exact formatting they expect on UCC filings. It costs a few extra dollars but saves the headache of rejections due to punctuation or spacing differences.
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Carmen Ruiz
•Thanks for sharing that insight about multi-member LLCs, Axel! That's a really important distinction that could easily trip people up. The operating agreement angle is something I hadn't fully considered - it makes sense that internal ownership allocations could override what you'd assume from the LLC structure. Your tip about getting certified copies of formation documents is spot on too. I've been burned by assuming the online database formatting matches what they want on filings. Spending a little extra upfront definitely beats dealing with rejection delays and having to refile. This whole thread has really clarified the UCC debtor definition for me - it always comes back to actual ownership of the collateral, but there are so many layers to verify!
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Mateo Sanchez
Coming at this as someone relatively new to UCC filings, this discussion has been a real eye-opener! I've been making this way more complicated than it needs to be. The key takeaway for me is that it's all about who owns the collateral, not who owes the money. So in your case with ABC Manufacturing LLC and John Smith, if the LLC owns the equipment, then ABC Manufacturing LLC is your debtor - period. The personal guarantee is completely separate from the UCC filing. I'm definitely going to start using that secretary of state business entity search trick before every filing to make sure I get the exact name formatting right. Nothing worse than getting a rejection and having to start over! Thanks everyone for breaking down the UCC debtor definition so clearly.
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Ravi Kapoor
•Mateo, you've got it exactly right! I wish someone had explained it that simply when I was starting out with UCC filings. The personal guarantee vs. collateral ownership distinction is what trips up so many people. I made the same mistake early on trying to include guarantors when they had no ownership interest in the assets. That business entity search tip really is a game-changer - I can't count how many rejections I could have avoided if I'd known about that from the beginning. One thing I'd add for newcomers is to always double-check that the entity is in good standing too, not just that the name matches. An administratively dissolved LLC can cause filing issues even if you get the name perfect!
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Ashley Simian
As someone who's been handling UCC filings for several years now, I wanted to jump in and reinforce what others have said - you're definitely overthinking this! The UCC debtor definition is straightforward: it's whoever owns the collateral, full stop. In your case with ABC Manufacturing LLC and the equipment, if the LLC purchased and owns that equipment, then ABC Manufacturing LLC is your debtor on the UCC-1 form. John Smith's personal guarantee is irrelevant for UCC filing purposes - that's just additional security for your loan, not something that affects collateral ownership. I'd also echo the advice about getting the exact legal name from the LLC's formation documents. Even something as small as missing a comma or using "Limited Liability Company" instead of "LLC" can trigger a rejection. The secretary of state's business entity search is your friend here - use it every single time before filing to confirm the exact name formatting and make sure the entity is still in good standing.
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Amina Diop
•Ashley, this is such a clear explanation! As someone just getting started with UCC filings, I really appreciate how you've broken this down. I was definitely getting caught up in all the loan documentation details when the answer is much simpler - just focus on who actually owns the equipment. The personal guarantee piece was really confusing me, but now I understand it's completely separate from the collateral ownership question. I'm definitely going to bookmark that secretary of state business search tip - seems like such a simple step that can save a lot of headaches down the road. Thanks for helping clarify the UCC debtor definition!
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