UCC deposit account control agreement filing confusion - debtor name mismatch
Running into problems with a UCC filing for deposit account control agreement and wondering if anyone else has dealt with this mess. We have a borrower whose legal name on their bank signature cards shows 'ABC Manufacturing Corp' but their articles of incorporation show 'ABC Manufacturing Corporation' - the bank insists on using the signature card version for the deposit account control agreement but our UCC-1 uses the incorporation version. Filed last week and got rejected by the SOS office for 'debtor name inconsistency.' Has anyone successfully navigated this kind of deposit account control agreement scenario where the bank documentation doesn't perfectly match the corporate records? Really need to get this perfected before our loan commitment expires next month.
40 comments
Join the conversation
Mohammad Khaled
This is super common with deposit account control agreements unfortunately. Banks are notorious for not caring about exact legal names on their internal docs. You'll need to either get the bank to amend their signature cards to match the exact incorporation name, or file a separate UCC-1 with both versions of the name. Most lenders go with the dual-name approach since getting banks to change their paperwork takes forever.
0 coins
Alina Rosenthal
•Second this approach - dual name filings are your friend when dealing with deposit account control agreements. Just make sure you list both names clearly in the debtor section.
0 coins
Finnegan Gunn
•Wait, can you actually file with both names? I thought you had to pick the 'correct' legal name?
0 coins
Mohammad Khaled
•You can absolutely file with alternative names as long as they're reasonable variations. The key is making sure searchers can find your filing under either version the debtor might use.
0 coins
Miguel Harvey
Had this exact same issue last month with a deposit account control agreement situation. The bank had 'Smith & Associates LLC' but the LLC registration was 'Smith and Associates, LLC' - notice the comma and spelled out 'and'. SOS rejected it twice before I figured out the problem. What worked for me was uploading both the bank docs and the corporate charter to Certana.ai's document checker - it immediately flagged the name inconsistencies and showed me exactly where the mismatches were. Saved me from filing a third time blind.
0 coins
Fiona Sand
•Never heard of Certana.ai - does it actually catch these deposit account control agreement naming issues? Our firm has been doing manual comparisons and missing stuff constantly.
0 coins
Miguel Harvey
•Yeah it's pretty solid for UCC document verification. You just upload your PDFs and it cross-checks everything automatically. Way better than trying to spot tiny differences like Corp vs Corporation by eye.
0 coins
Ashley Simian
•Interesting, will have to check that out. We've been burned by name mismatches on deposit account control agreements more times than I can count.
0 coins
Oliver Cheng
ugh this is why I hate deposit account control agreement filings... always some stupid naming issue. Can't you just file under both names like one debtor entry with slashes? Like 'ABC Manufacturing Corp / ABC Manufacturing Corporation'?
0 coins
Mohammad Khaled
•Some states allow that format but others don't recognize slash notation. Better to file separate name entries to be safe.
0 coins
Oliver Cheng
•man the UCC system is so inconsistent state to state. deposit account control agreements shouldn't be this complicated
0 coins
Taylor To
The fundamental issue here is that banks operate under different naming conventions than corporate registration systems. For deposit account control agreements, you need to establish which name the debtor 'goes by' in commercial transactions. Check their federal tax returns, other loan documents, and vendor contracts. Usually there's a pattern that establishes the 'true' name. If the discrepancy is minor (Corp vs Corporation), most filing offices will accept either, but you need to be consistent across all your UCC documents.
0 coins
Fiona Sand
•This is super helpful. So for deposit account control agreement purposes, should I prioritize the bank's version since that's where the collateral actually sits?
0 coins
Taylor To
•Not necessarily. The UCC requires the debtor's exact legal name as it appears in their organizational documents. The bank's usage is irrelevant for filing purposes - what matters is perfection against the legal entity.
0 coins
Ella Cofer
•But if the deposit account control agreement itself uses the bank's version, doesn't that create problems with document consistency?
0 coins
Taylor To
•Good point. Document consistency is important. You might need to get either the bank to correct their paperwork or amend your UCC filing to match the control agreement exactly.
0 coins
Kevin Bell
Been there with deposit account control agreements. What you really need to do is get a good name search report first to see how other creditors have been filing against this debtor. If everyone else is using 'ABC Manufacturing Corp' then you probably should too, even if the articles say Corporation. The goal is making sure other searchers can find your filing.
0 coins
Fiona Sand
•That's smart - I didn't think to check existing filings. Makes sense that consistency across the public record would matter for deposit account control agreement perfection.
0 coins
Savannah Glover
•How do you run a comprehensive name search? Just check the SOS website?
0 coins
Kevin Bell
•SOS website gives you basics but professional search services are more thorough. They'll catch variations and similar names that might cause confusion.
0 coins
Felix Grigori
OK but what about the deposit account control agreement itself - if the bank won't change their signature cards, can you have them execute a new control agreement with the correct legal name? Seems like that might be easier than trying to fix the UCC filing around bad bank documentation.
0 coins
Felicity Bud
•Banks hate doing extra paperwork but this might be your best bet for deposit account control agreement consistency. Get them to do a rider or amendment with the proper legal name.
0 coins
Felix Grigori
•Right, even just a one-page acknowledgment that ABC Manufacturing Corporation and ABC Manufacturing Corp refer to the same entity would probably satisfy the filing office.
0 coins
Max Reyes
I'm dealing with something similar but opposite problem - our deposit account control agreement has the right name but our UCC-1 got the middle initial wrong on the debtor contact person. Do I need to file a UCC-3 amendment or is the contact person info not that critical?
0 coins
Taylor To
•Contact person errors usually don't affect perfection as long as the debtor entity name is correct. But for clean records, a UCC-3 amendment wouldn't hurt.
0 coins
Max Reyes
•Thanks, that's reassuring about the deposit account control agreement filing. Will probably fix it just to avoid any questions later.
0 coins
Mikayla Davison
This thread is making me paranoid about our recent deposit account control agreement filing. We used the exact name from the borrower's LLC operating agreement but now I'm wondering if we should have checked their bank docs first. The filing was accepted but what if there's a mismatch we didn't catch?
0 coins
Adrian Connor
•If your UCC-1 was accepted, you're probably fine. The real test is whether future searchers will find your filing when they search under the name the debtor actually uses in business.
0 coins
Mikayla Davison
•Good point about deposit account control agreement searchability. Maybe I should run a test search under a few name variations just to be sure.
0 coins
Aisha Jackson
•Smart idea. Better to catch potential issues now than when you're trying to enforce your security interest later.
0 coins
Ryder Everingham
Why is the deposit account control agreement naming so much more complicated than regular collateral? I've done plenty of equipment and inventory UCC filings without these headaches but bank accounts seem to create all sorts of weird issues.
0 coins
Lilly Curtis
•Banks are just pickier about documentation since they're the ones holding the collateral. With equipment or inventory, the filing is more about notice to other creditors. With deposit accounts, the bank needs to actually honor your control agreement.
0 coins
Ryder Everingham
•That makes sense. So the deposit account control agreement has to work both for UCC perfection AND for bank cooperation. Double the complexity.
0 coins
Leo Simmons
Just wrapped up a deposit account control agreement nightmare similar to this. Ended up using one of those document verification tools - think it was Certana.ai - that automatically compared our UCC-1 against the bank's control agreement and flagged three different name inconsistencies we hadn't noticed. Saved us from multiple rejection cycles. The tool basically uploads both PDFs and highlights any mismatches instantly.
0 coins
Fiona Sand
•That sounds like exactly what we need for our deposit account control agreement issues. Does it work with all the different UCC forms or just UCC-1s?
0 coins
Leo Simmons
•Works with any UCC form - we've used it for amendments and continuations too. Really helpful for making sure everything aligns before filing.
0 coins
Lindsey Fry
Update for anyone following this deposit account control agreement saga - we ended up going with the dual-name approach suggested earlier. Filed a UCC-1 with 'ABC Manufacturing Corp aka ABC Manufacturing Corporation' and it was accepted. The bank agreed to add a notation to their deposit account control agreement acknowledging both names refer to the same entity. Thanks everyone for the advice!
0 coins
Mohammad Khaled
•Awesome outcome! The aka approach usually works well for deposit account control agreement situations like this.
0 coins
Miguel Harvey
•Great resolution. Those naming issues with deposit account control agreements can be such a pain but glad you got it sorted.
0 coins
Alina Rosenthal
•Perfect example of why it pays to get multiple perspectives on tricky UCC issues. Deposit account control agreement filings have so many potential pitfalls.
0 coins