UCC definition of person causing filing complications - need guidance

This is so frustrating! Had the same thing happen last month. Spent three days going back and forth with the filing office because we had 'Company' instead of 'Co.' in the debtor name. The UCC definition of person seems straightforward but the name matching requirements are brutal.

Pro tip - always do a preliminary search in the state's database before filing to see exactly how the entity name appears in their system. Saves so much headache later.

Good point about amendments. We've had cases where entities changed their registered names but didn't update all their documentation. Creates a real mess for secured transactions.

Wait, so if an LLC changes its name, do existing UCC filings automatically become invalid? Or do you need to file amendments?

You'd typically need to file a UCC-3 amendment to update the debtor name on existing filings. The security interest remains valid but having the wrong debtor name can create priority and enforcement issues.

Interesting, never heard of that tool. Does it work for all entity types? We deal with a lot of partnerships and trusts that seem to have naming quirks.

Yeah it handles all the different entity types covered under the UCC definition of person. Really helpful for complex structures where the legal name might not be obvious from casual inspection.

Thank you for the actual statutory reference! So many people get confused about what entities can be debtors under UCC filings.

Right, so basically any entity that can own property or incur debt qualifies as a 'person' for UCC purposes. The real challenge is getting the name exactly right on the filing.

Feel your pain. Had a rejection because we used a comma in the name when the state database showed it without one. These systems are way too picky.

At least you can resubmit though. Better to catch these issues early than have them come up later when someone's trying to enforce the security interest.

Series LLCs are such a headache for UCC filings. Half the states don't even recognize them properly in their filing systems.

Good point about collateral ownership. You really need to trace which specific legal entity actually owns or will own the equipment being financed.

Foreign entity registration is a great point. We've seen cases where the entity name shows up differently in the foreign qualification than in their home state.

Certificate of good standing is the way to go. That's the gold standard for current legal entity names.

Those automated checking tools are getting pretty sophisticated. Probably worth the cost if you're doing a lot of filings.

Yeah the time savings alone makes it worthwhile. Plus catching these issues before filing saves the rejection fees.

Some filing offices are actually pretty helpful when you call. Others... not so much. Worth trying though.

True, calling can help but make sure you get the person's name and reference number for your call in case you need to follow up.

Glad you got it sorted! Trade names vs legal names trip up a lot of people. Good reminder to always verify the actual registered entity name.

Nice work tracking that down. Those trade name registrations can be really misleading when you're trying to identify the correct debtor name for UCC purposes.

This whole thread is going in my reference folder. Great example of how the UCC definition of person isn't usually the problem - it's all about getting the debtor identification right.

Welcome to the community! For UCC filings, always use the exact legal name as it appears in the entity's organizational documents filed with the state (articles of incorporation, articles of organization, etc.). Trade names, DBAs, and assumed names should never be used as the debtor name - those are just marketing names, not the legal entity name. The rule of thumb is: if the entity got sued, what name would appear on the court documents? That's your debtor name. Start by pulling the most recent certificate of good standing or articles from the Secretary of State - that's your gold standard. And yes, there are definitely pitfalls, but once you get the hang of always going back to the official state records, it becomes much more straightforward!