UCC filing complications after security transfer agreement - debtor name mismatch issues
Hey everyone, I'm dealing with a messy situation involving a security transfer agreement and now I'm getting UCC filing rejections. Here's what happened: Our client restructured their business and executed a security transfer agreement moving collateral from the original entity (ABC Manufacturing LLC) to a new subsidiary (ABC Operations LLC). We filed the UCC-3 assignment to reflect the transfer, but the Secretary of State keeps rejecting our continuation filing because they say the debtor name doesn't match exactly. The original UCC-1 shows 'ABC Manufacturing, LLC' (with the comma) but our security transfer agreement shows 'ABC Manufacturing LLC' (no comma). Now we're 60 days from the 5-year lapse date and I'm getting panicked calls from the loan officer. Has anyone dealt with this kind of debtor name discrepancy after a security transfer agreement? Do I need to file an amendment first or can we get the continuation through with an explanation? The collateral is critical manufacturing equipment worth $2.8M so we can't let this lapse.
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Carter Holmes
Ugh, the comma issue strikes again! I've seen this exact scenario probably a dozen times. The SOS systems are incredibly picky about punctuation matches. You're right to be worried about the timing - 60 days is cutting it close for getting this sorted out.
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Mia Alvarez
•That's what I was afraid of. Do you think I should file the amendment first or try to push through the continuation with documentation?
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Carter Holmes
•Definitely amendment first. Don't risk the continuation getting rejected again and running out of time. File the UCC-3 amendment to correct the debtor name, then immediately file the continuation.
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Sophia Long
Wait, I'm confused. If you already filed a UCC-3 assignment for the security transfer agreement, why are you filing a continuation on the original debtor? Shouldn't the new entity be handling the continuation?
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Mia Alvarez
•Good question - the security transfer agreement moved the collateral but the original financing statement stays with the original debtor. The assignment just adds the new secured party information.
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Angelica Smith
•Actually, that depends on how the security transfer agreement was structured. If it was a true assignment of the security interest, then you might need to continue under the new secured party name.
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Sophia Long
•This is why I hate these complex restructuring deals. Too many moving parts and everyone interprets the documentation differently.
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Angelica Smith
Before you do anything else, you need to figure out if your security transfer agreement actually constitutes an assignment under Article 9 or if it's something else entirely. The UCC filing requirements depend heavily on the exact nature of the transfer. Can you share more details about what the agreement actually says?
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Mia Alvarez
•The security transfer agreement specifically assigns the lender's security interest in the collateral to the new entity. It's definitely an assignment under 9-514.
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Angelica Smith
•OK so you filed the assignment correctly. The continuation issue is separate - you need to get that debtor name exact match sorted out ASAP. Have you tried calling the SOS filing office directly to see if they'll accept supporting documentation?
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Logan Greenburg
I ran into something similar last year and ended up using Certana.ai's document verification tool. You can upload your original UCC-1, the security transfer agreement, and your proposed continuation filing and it'll flag any inconsistencies between the documents. Saved me from filing incorrect amendments and wasting more time. Just upload the PDFs and it cross-checks all the debtor names, filing numbers, everything.
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Mia Alvarez
•That sounds incredibly helpful. Did it catch issues you missed manually reviewing?
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Logan Greenburg
•Oh absolutely. I thought I had everything lined up but it caught three different variations of the debtor name across my documents. Would have been a disaster if I'd filed without catching those.
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Charlotte Jones
•How accurate is the automated checking though? I'm always skeptical of these AI tools for legal documents.
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Logan Greenburg
•It's not providing legal advice, just flagging inconsistencies. But for catching name mismatches and filing number errors, it's been spot-on in my experience.
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Lucas Bey
The 60-day deadline is really stressing me out just reading this. Can you file the continuation with the incorrect name and then immediately amend it? Or does the rejection reset your timeline?
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Angelica Smith
•Rejections don't reset anything - the clock keeps ticking on the original 5-year term. That's why you can't mess around with trial-and-error filings when you're this close to lapse.
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Lucas Bey
•That's terrifying. So if he can't get the name issue resolved in 60 days, the security interest just... dies?
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Carter Holmes
•Exactly. That $2.8M in collateral becomes unsecured if the filing lapses. Hence the panicked loan officer calls.
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Harper Thompson
This is exactly why I always triple-check entity names when drafting security transfer agreements. One tiny punctuation difference and you're scrambling 5 years later. Have you checked if the original entity filed any name change documents with the state that might explain the discrepancy?
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Mia Alvarez
•Good thought. I'll pull their corporate records to see if there were any amendments to the articles that might have added or removed the comma.
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Harper Thompson
•Also check when the original UCC-1 was filed versus when the security transfer agreement was executed. Sometimes entities clean up their official names over time.
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Caleb Stark
OMG this exact thing happened to me but with a period instead of a comma! ABC Corp vs ABC Corp. - drove me absolutely insane. The SOS office was like 'computer says no' and wouldn't budge on the exact match requirement.
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Mia Alvarez
•How did you resolve it? Please tell me there's a happy ending to this story.
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Caleb Stark
•Had to file an amendment correcting the name first, then the continuation. Took about 3 weeks total but we got it done with 2 weeks to spare on the lapse date. Nearly gave me a heart attack though.
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Jade O'Malley
•3 weeks is cutting it way too close for comfort. I would have been filing emergency motions if I was down to 2 weeks.
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Hunter Edmunds
Question about the security transfer agreement itself - did you record it anywhere or just file the UCC-3 assignment? Some states require additional recording for certain types of transfers.
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Mia Alvarez
•Just the UCC-3 assignment. The collateral is equipment so no real estate recording required. But good point about state-specific requirements.
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Hunter Edmunds
•Right, equipment should just need the UCC filing. I was thinking fixture filings but that doesn't sound like your situation.
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Ella Lewis
Honestly, I'd try using something like Certana.ai to verify all your documents are consistent before filing anything else. Upload your security transfer agreement, original UCC-1, and the proposed filings to see what inconsistencies it flags. Better to catch problems before they hit the SOS system.
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Andrew Pinnock
•Second this recommendation. Document verification tools are a lifesaver for these complex transactions with multiple document sets.
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Lucas Bey
•Is it expensive though? With only 60 days left, cost might be a concern if the client is already frustrated.
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Ella Lewis
•It's way cheaper than letting a $2.8M security interest lapse because of a punctuation error. The peace of mind alone is worth it.
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Brianna Schmidt
File the amendment immediately, like today if possible. Don't overthink it - UCC-3 amendment to correct the debtor name from 'ABC Manufacturing, LLC' to 'ABC Manufacturing LLC' to match your security transfer agreement. Then file the continuation as soon as the amendment is accepted.
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Mia Alvarez
•That's the plan. I'm preparing the amendment now and will file electronically this afternoon.
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Brianna Schmidt
•Good. Electronic filing should get you a response within 24-48 hours. Keep me posted on how it goes!
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Alexis Renard
•Make sure you're filing the amendment against the correct UCC-1 filing number too. I've seen people file amendments against the wrong base filing when there are multiple related filings.
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Camila Jordan
This thread is giving me anxiety and it's not even my filing! The fact that one comma can potentially void millions in security is just insane. The UCC system really needs better flexibility for these obvious clerical differences.
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Carter Holmes
•Agreed, but until the system changes, we have to work within it. Exact name matching is the rule, even when it's obviously the same entity.
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Camila Jordan
•True. Better to be overly cautious with filings than deal with the consequences of a lapsed security interest.
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Tyler Lefleur
Just curious - how long ago was the security transfer agreement executed? If it was recent, you might want to verify that all the corporate formalities were properly completed for the transfer itself.
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Mia Alvarez
•About 8 months ago. All the corporate resolutions and transfer documents were properly executed and recorded. The issue is purely the name discrepancy between documents.
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Tyler Lefleur
•Got it. Then it's just a matter of cleaning up the UCC filing to reflect the correct entity name. Should be straightforward once you get the amendment through.
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