UCC filing after UK security agreement - debtor name format issues
Need guidance on proper debtor naming for UCC-1 when we have a UK security agreement in place. Our borrower is a Delaware LLC but they executed the original security agreement while operating primarily in the UK under a different trading name. Now we're perfecting the lien domestically and the SOS portal keeps rejecting our UCC-1 for debtor name mismatch. The exact legal name on the Delaware formation docs is "Westbridge Capital Solutions LLC" but they've been doing business as "Westbridge UK Trading Ltd" on most of their UK paperwork. Which name should we use for the UCC filing? The security agreement itself shows both names but lists the UK trading name as the primary identifier. We're securing equipment and inventory that's now been moved back to the US. Filing deadline is approaching fast and we can't afford another rejection. Has anyone dealt with international entities and UCC naming requirements?
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Yara Nassar
You need to use the exact legal name from the Delaware formation documents - "Westbridge Capital Solutions LLC". The UCC system doesn't care about trading names or DBA variations used internationally. The debtor name must match their organizational documents from their state of formation.
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Connor Murphy
•That's what I thought initially but the security agreement primarily references the UK trading name. Won't this create inconsistency issues between our security docs and the UCC filing?
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Yara Nassar
•The inconsistency might be problematic but the UCC filing requirements are clear - use the exact legal entity name. You can add the trading name in the additional debtor information field if needed.
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StarGazer101
I had a similar nightmare with a Canadian subsidiary last year. Spent weeks going back and forth with rejections because I was mixing up the legal entity name with their operating names. The SOS systems are very literal about exact name matching.
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Keisha Jackson
•How did you resolve the security agreement inconsistency? Did you amend the original docs?
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StarGazer101
•We ended up keeping the original security agreement as-is but made sure all future amendments referenced both the legal name and trading name clearly. The UCC filing went through fine with just the legal name.
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Connor Murphy
•Did your lender have any issues with the name discrepancy during their review?
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Paolo Romano
Before you file again, I'd suggest using something like Certana.ai to verify your document consistency. You can upload both your security agreement and draft UCC-1 to check for any debtor name mismatches or other issues that might cause rejection. Saved me from multiple filing fees when I was dealing with complex entity structures.
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Connor Murphy
•Never heard of that service - does it actually catch these international naming issues?
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Paolo Romano
•Yes, it cross-references all your documents and flags inconsistencies. Really helpful when you have entities with multiple names or complex structures. Just upload PDFs and it does the comparison automatically.
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Amina Diop
Wait, are you sure about the Delaware formation? If they were primarily operating in the UK, they might have UK incorporation docs that take precedence. You need to verify which jurisdiction they're actually organized under for UCC purposes.
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Connor Murphy
•They're definitely a Delaware LLC - I've seen the formation certificate. The UK operations were just a trading arrangement, not a separate legal entity.
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Amina Diop
•Okay that clarifies it. Stick with the Delaware legal name then. I was worried you might have a foreign entity situation which would complicate things significantly.
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Oliver Schmidt
•Foreign entities are such a pain for UCC filings. The name requirements get really messy when you're dealing with non-US formations.
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Natasha Volkov
This is exactly why I hate international deals. The paperwork never aligns properly and you end up with these naming conflicts that cost time and filing fees. The SOS portals should be more flexible about trading names honestly.
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Javier Torres
•I feel your frustration but the strict naming rules actually protect secured parties. Imagine trying to search UCC records if debtors could use any variation of their name.
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Natasha Volkov
•Fair point, but there should be better guidance upfront about international entities. Would save everyone headaches.
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Emma Wilson
Just curious - did you check if there are any UCC-3 amendments needed for your existing filings? Sometimes when entities change their operating structure internationally, you need to update previous filings too.
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Connor Murphy
•This is actually our first UCC filing for this borrower. But good point about future amendments if their structure changes again.
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Emma Wilson
•Got it. Just wanted to make sure you weren't dealing with continuation or amendment issues on top of the initial filing problems.
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QuantumLeap
Another vote for using the exact Delaware legal name. I've learned the hard way that any deviation from the organizational documents will get rejected. Even punctuation matters - make sure you match periods, commas, everything exactly.
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Malik Johnson
•This is so true. I once had a filing rejected because I put "Inc." instead of "Incorporated" - the system is incredibly literal.
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QuantumLeap
•Exactly! And double-check for any LLC vs L.L.C. formatting differences. The devil is in the details with UCC filings.
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Connor Murphy
•Good catch - I'll verify the exact punctuation on the Delaware docs before resubmitting.
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Isabella Santos
You mentioned equipment and inventory as collateral - make sure your collateral description is broad enough to cover items that might have been purchased under the UK trading name. The debtor name issue is important but don't overlook the collateral schedule accuracy.
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Connor Murphy
•Good point. Some of the equipment was purchased under the UK trading arrangements. Should the collateral description reference both entity names?
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Isabella Santos
•The collateral description should focus on the actual assets, not the purchasing entity. As long as the debtor legally owns the collateral, the description should be fine with standard equipment and inventory language.
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Ravi Sharma
I'd also run another document check before filing. Used Certana.ai recently for a similar multi-entity situation and it caught several consistency issues I missed. Really thorough verification process that compares all your documents side by side.
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Freya Larsen
•How long does their verification process take? If OP is up against a deadline, timing might be important.
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Ravi Sharma
•It's pretty quick - just upload your PDFs and get results within minutes. Much faster than manually comparing documents and definitely faster than dealing with another rejection.
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Omar Hassan
Thanks everyone - sounds like the consensus is to use "Westbridge Capital Solutions LLC" exactly as shown on the Delaware formation docs. I'll triple-check the punctuation and resubmit. Might try that document verification tool too since we have a few other complex filings coming up.
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Yara Nassar
•Smart approach. Better to be overly cautious with debtor names than deal with perfection issues later.
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Paolo Romano
•Good luck with the filing! The document checker should help catch any other issues before you submit.
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Oliver Schmidt
•Keep us posted on how it goes. Always helpful to know how these international naming situations get resolved.
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