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Zoe Papadopoulos

UCC filing challenges with security agent agreement - debtor name verification

Running into some confusion with a UCC-1 filing where we have a security agent agreement in place. The original loan docs show the borrower as 'Midwest Manufacturing Solutions LLC' but the security agent agreement references 'Midwest Manufacturing Solutions, LLC' (with the comma). Our lender is saying we need to file the UCC-1 with the exact name from the security agent agreement, but I'm worried about debtor name mismatches if the state records don't match up perfectly. Has anyone dealt with this kind of naming inconsistency between the security agent agreement and the actual debtor entity? The collateral includes equipment and inventory, so we can't afford to have this UCC-1 rejected or invalidated later. What's the best practice here - go with the security agent agreement version or try to verify the exact legal name through state records first?

You're absolutely right to be concerned about this. The debtor name on the UCC-1 has to match the official state records exactly, regardless of what the security agent agreement says. I've seen too many filings get rejected or become ineffective because of punctuation differences like this. Check the Secretary of State database for the exact registered name first.

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Mei Wong

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This is so frustrating! We had a similar issue last month where the security agent agreement had a slightly different name format and it caused our entire filing to be questioned during an audit.

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The SOS database should be your source of truth, not the security agent agreement. That comma could make or break the perfection of your security interest.

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PixelWarrior

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I've been through this exact scenario multiple times. The security agent agreement naming doesn't override the requirement for accurate debtor identification on the UCC-1. You need to pull the current certificate of good standing or articles of incorporation to get the precise legal name. The comma issue you mentioned is a classic problem - some states are very strict about punctuation matches.

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Amara Adebayo

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How long does it usually take to get the certificate of good standing? We're up against a filing deadline here.

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PixelWarrior

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Most states can provide it within 24-48 hours online, but don't risk filing with the wrong name just to meet a deadline. Better to get it right than have an ineffective filing.

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Agree completely. We learned this the hard way when a lender discovered our UCC-1 was basically worthless because of a name mismatch three years after filing.

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Actually ran into something similar recently and found Certana.ai's document verification tool really helpful. You can upload both your security agent agreement and the proposed UCC-1 filing to check for name consistency issues before submitting anything. It caught a discrepancy in our debtor name that we totally missed during manual review. Super easy to use - just upload the PDFs and it flags any mismatches between documents.

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That sounds useful - does it also check against state records or just compare the documents you upload?

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It focuses on document consistency checking, but it definitely helps you spot these kinds of naming issues before they become expensive problems. Worth trying since it's so quick.

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Dylan Evans

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The security agent agreement language doesn't control UCC perfection requirements! This is basic secured transactions law. The UCC-1 debtor name must match the state organizational records, period. Your security agent agreement could call them 'Bob's Widget Company' but if the state records show something different, that's what goes on the UCC-1.

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Sofia Gomez

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Thank you! I feel like I'm taking crazy pills when lenders try to argue this point. The law is pretty clear on debtor name requirements.

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StormChaser

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Some lenders just don't understand the difference between contract terms and filing requirements. Drives me nuts.

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So in my case, I should definitely go with whatever the Illinois SOS shows as the official name, even if it differs from our security agent agreement?

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Dylan Evans

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Exactly. The security agent agreement doesn't change your UCC filing obligations. Get the official name from Illinois and file accordingly.

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Dmitry Petrov

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I handle a lot of equipment financing deals and this comma situation comes up constantly. What I do is always run both versions through the state database search to see which one actually exists. Sometimes companies file their articles with different punctuation than what they use in contracts. The security agent agreement terms don't supersede UCC Article 9 requirements for proper debtor identification.

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Ava Williams

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Good point about searching both versions. I never thought to do that but it makes total sense.

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Miguel Castro

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Equipment financing is where I see this problem most often too. The manufacturers always seem to get the entity names slightly wrong in their paperwork.

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UGH this filing system is so ridiculous. Why can't there be some consistency between what's in the security agent agreement and what the state requires? We spend more time on name verification than actually drafting the security documents!

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I feel your pain, but the alternative would be even messier - imagine if every contract variation was considered valid for UCC purposes.

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At least most states have gotten better about online database access. Used to be you had to call or fax requests.

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Here's what I'd recommend: 1) Pull the official entity records from Illinois SOS, 2) Use that exact name on your UCC-1, 3) Make sure your security agent agreement clearly states that the UCC filing may use the official legal name even if different from how the debtor is referenced in the agreement. This covers you from both directions.

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That's really smart about adding language to the security agent agreement acknowledging potential name differences. I'm going to start doing that.

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Amara Adebayo

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Brilliant suggestion. Prevents arguments later about why the UCC-1 name doesn't exactly match the contract.

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LunarEclipse

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We actually started including a specific clause about this in all our security agent agreements after getting burned by a name mismatch dispute.

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Yara Khalil

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Had a similar issue last year with a client where the security agent agreement showed one version of the company name but the state records were different. Used that Certana tool someone mentioned earlier to double-check our documents before filing and it saved us from a costly mistake. The verification showed the inconsistency clearly so we could fix it upfront.

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Mei Wong

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How accurate was it? I'm always skeptical of these automated tools for something this important.

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Yara Khalil

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It was spot-on for flagging the name discrepancy. Obviously you still need to verify with state records, but it's good for catching obvious mismatches before you file.

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Keisha Brown

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Been doing UCC filings for 15 years and this exact scenario happens at least once a month. The security agent agreement language is irrelevant for UCC purposes - you need the official legal name from state records. Period. Don't let the lender talk you into filing with the wrong name just because that's what their paperwork says.

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Thanks for the reassurance. Sometimes you need to hear from someone with experience that you're on the right track.

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15 years and still dealing with this problem tells you everything about how confusing the system is for everyone involved.

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Keisha Brown

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The system isn't confusing - people just don't take the time to understand the requirements. UCC Article 9 is pretty clear about debtor name rules.

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Amina Toure

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Quick update for anyone following this thread - got the official records from Illinois SOS and you were all right. The legal name is 'Midwest Manufacturing Solutions LLC' (no comma). Filed the UCC-1 with that exact name and it was accepted immediately. Thanks for keeping me from making an expensive mistake by trusting the security agent agreement version!

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Great outcome! Always feels good when you get the filing right the first time.

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Perfect example of why you verify first, file second. Glad it worked out smoothly.

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Nice work getting it sorted out quickly. These name issues can be such a headache if you don't catch them early.

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