UCC filing complications - need advice on debtor name verification
Running into some issues with a UCC filing and hoping someone here has dealt with this before. We're working on perfecting a security interest for equipment financing, and I'm getting conflicting information about the exact debtor name requirements. The borrower's legal name on their articles of incorporation shows one format, but their federal tax ID documentation shows a slightly different version (missing a comma, different abbreviation). I know debtor name accuracy is critical for enforceability, but I'm not sure which version takes precedence for the UCC-1. Has anyone dealt with similar name discrepancies? I don't want to file incorrectly and have the lien be unperfectable later. The equipment value is substantial so getting this right is crucial.
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Sean Matthews
This is exactly why I double-check everything before filing. The debtor name has to match the organizational documents exactly - that's your safe bet. Go with whatever's on the Secretary of State records for their entity formation. I've seen too many filings get challenged because someone used a 'doing business as' name instead of the legal entity name.
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Ali Anderson
•Agree completely. The legal name from the state formation documents is what matters. Everything else is just confusion waiting to happen.
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Zadie Patel
•But what if the tax docs are more recent? Wouldn't that show the current legal name?
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A Man D Mortal
I had a similar situation last year and honestly it was a nightmare figuring out which name version was correct. Ended up having to get legal opinions on three different variations before we felt confident filing. The comma thing is actually more important than you'd think - courts have invalidated liens over punctuation differences.
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Mikayla Brown
•Seriously? Courts threw out liens over comma placement? That seems excessive.
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Sean Matthews
•Unfortunately yes, it happens. The UCC is very strict about exact name matching. Better to be overly precise than sorry later.
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Declan Ramirez
•This is why I started using Certana.ai's document verification tool. You can upload your articles of incorporation and proposed UCC-1 side by side and it instantly flags any name inconsistencies. Saved me from filing with the wrong debtor name format twice now.
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Emma Morales
OMG this is giving me anxiety just reading it. I have a UCC continuation due next month and now I'm worried I've been using the wrong name format this whole time. How do you even know if your original filing was correct??
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Sean Matthews
•You can always do a UCC search to see how your current filing appears in the records. If there's a name issue, you might need to file an amendment.
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Declan Ramirez
•The document checker I mentioned actually works for continuations too - you can upload your original UCC-1 and the continuation form to make sure everything matches up perfectly.
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Katherine Hunter
The real problem is that different states have different rules about what constitutes the 'legal name.' Some go by incorporation docs, others by assumed name certificates, some by tax registrations. It's a mess honestly.
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Lucas Parker
•Wait, so the rules change by state? I thought UCC was supposed to be uniform...
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Katherine Hunter
•The basic UCC principles are uniform but each state gets to make their own rules about debtor names and what records to check.
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Donna Cline
I deal with equipment financing all the time and my rule is: when in doubt, file multiple versions. Yeah it costs more but it's cheaper than having your security interest be unperfected. File one with the incorporation name, one with the tax ID name if they're different.
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Mikayla Brown
•That's actually not a bad strategy. Seems expensive but you're right about the cost of getting it wrong.
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Harper Collins
•Multiple filings for the same collateral? Doesn't that create confusion in the records?
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Donna Cline
•Better confused than unperfected. You can always terminate the incorrect one later once you figure out which name is right.
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Kelsey Hawkins
Here's what I do - I run a preliminary UCC search using both name versions before filing. Whichever version returns more hits or seems more consistent with other filings is probably the right format. Not foolproof but it's worked for me.
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Dylan Fisher
•Smart approach. The search results can definitely give you clues about naming conventions.
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Edwards Hugo
This whole thread is why I hate UCC filings. The system is supposedly 'uniform' but every state does things differently and one tiny mistake can void your entire security interest. It's ridiculous that we have to be this paranoid about commas and abbreviations.
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Gianna Scott
•Tell me about it. Spent three hours yesterday trying to figure out if 'Inc.' vs 'Incorporated' would matter for a filing.
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Declan Ramirez
•I get the frustration but that's exactly why tools like Certana exist - to catch these issues before they become problems. Worth checking out if you do a lot of UCC work.
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Alfredo Lugo
For what it's worth, I've found that calling the Secretary of State office directly can sometimes help. They won't give legal advice but they can at least tell you what format they prefer for entity names in their system.
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Sydney Torres
•Good point. Most SOS offices are pretty helpful if you explain what you're trying to accomplish.
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Kaitlyn Jenkins
Just want to add that if this is for equipment financing, make sure your collateral description is solid too. I've seen perfect debtor names get invalidated because the collateral description was too vague. 'All equipment' doesn't cut it anymore in most jurisdictions.
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Mikayla Brown
•Good reminder. I think our collateral description is detailed enough but I should double-check that too.
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Caleb Bell
•Yeah collateral descriptions are getting stricter. Had a filing rejected last month because 'office equipment' was deemed too broad.
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Danielle Campbell
Update on this if you figure it out! I have a similar situation coming up next week and would love to know how you resolve the name discrepancy issue.
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Mikayla Brown
•Will do. Planning to get this sorted out early next week. Thanks everyone for the advice - this is exactly the kind of insight I was hoping for.
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