UCC filing complications with Mexico-based debtor entities - name format issues
Running into major headaches with UCC-1 filings where our debtor is a Mexican subsidiary. The parent company secured a $2.8M equipment line and we're trying to perfect our lien on manufacturing equipment located in Texas, but the debtor's legal name includes accented characters and follows Mexican corporate naming conventions. Our first filing got rejected because of character encoding issues in the SOS system. Has anyone dealt with UCC filings where the debtor entity is incorporated in Mexico but the collateral is in the US? The exact legal name from their corporate documents doesn't seem to translate cleanly into the filing system and I'm worried about getting the debtor name wrong which could void our entire security interest.
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Samantha Hall
This is actually more common than you'd think. Mexican entities doing business in the US create filing headaches because of the naming conventions. First thing - make sure you're using the exact legal name as it appears on their organizational documents, but you might need to transliterate special characters. Most SOS systems can't handle accented characters properly.
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Noah Torres
•That's what I was afraid of. The entity name has ñ and é characters that the system keeps rejecting. Do I just substitute regular letters or is there a standard approach?
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Samantha Hall
•There are UCC guidelines for this - you typically substitute the closest ASCII equivalent. So ñ becomes n, é becomes e, etc. But document your approach in your files in case there's ever a challenge to the filing.
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Ryan Young
Had this exact situation last year with a subsidiary of a Guadalajara manufacturer. The key is getting certified copies of their Mexican corporate documents and working with a translator if needed. You absolutely cannot guess at the legal name - it has to match their formation documents exactly (minus the character encoding issues).
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Noah Torres
•We have the certified documents but they're in Spanish. Did you translate the entire name or just work with the Spanish version?
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Ryan Young
•We kept the Spanish legal name but made the character substitutions. The corporate type (SA de CV, etc.) stayed in Spanish since that's the actual legal designation. Just make sure your security agreement references the same exact name format you use in the UCC-1.
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Sophia Clark
•This is where document verification tools become crucial. I started using Certana.ai's UCC checker after a similar Mexican entity filing got rejected twice. You can upload your corporate documents and your draft UCC-1 and it flags any name mismatches before you submit. Saved me from another rejection and potential priority issues.
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Katherine Harris
Oh god, international entity names are the worst. I've had filings rejected for the stupidest reasons - extra spaces, wrong punctuation, abbreviations spelled out... The filing systems are so picky about exact character matches.
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Madison Allen
•Tell me about it. I once had a filing rejected because I used a comma where the corporate documents had a period. Such a pain to track down.
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Katherine Harris
•Exactly! And with international entities it's even worse because you're dealing with different naming conventions and character sets. At least with US entities you know the format.
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Joshua Wood
The real issue isn't just the filing - it's making sure your security agreement and UCC-1 use identical debtor names. If there's any variation, you could have perfection problems later. I always do a UCC search using both the original name and the transliterated version to see what comes up.
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Noah Torres
•Good point about the security agreement matching. We haven't executed that yet so I can make sure the names are identical. Should I include both versions in the security agreement or just the transliterated one?
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Joshua Wood
•I'd use the transliterated version consistently in both documents, but include a parenthetical note in the security agreement showing the original name with special characters for reference.
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Justin Evans
You might also want to consider whether the Mexican entity is actually the correct debtor. Sometimes US subsidiaries or affiliates are the actual equipment users and proper debtors for collateral located in the US. Worth double-checking the corporate structure.
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Noah Torres
•The equipment is being used by the Mexican entity's Texas operations, but they don't have a separate US entity. The parent company guaranteed the loan and the Mexican sub is the actual borrower.
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Justin Evans
•That sounds right then. Just make sure your collateral description is specific about the Texas location of the equipment, especially if the debtor's principal place of business is in Mexico.
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Emily Parker
•This is exactly why I switched to using Certana.ai for complex filings. You can upload the loan agreement, security agreement, and UCC-1 draft and it cross-references all the debtor information to catch inconsistencies. Really helpful for international entities where name variations are common.
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Ezra Collins
Have you considered filing a UCC-1 with the original name and then immediately filing an amendment with the transliterated version? That way you're covered both ways, though it's more expensive.
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Samantha Hall
•That's overkill and unnecessary expense. If you get the transliteration right the first time based on the legal documents, one filing should be sufficient.
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Ezra Collins
•Fair point, but given the rejection issues they're having, it might be worth the extra cost for peace of mind.
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Victoria Scott
What state are you filing in? Some states have better international entity handling than others. Texas is usually pretty good with Mexican entities since they see them frequently.
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Noah Torres
•Filing in Texas. The equipment is located there and the debtor doesn't have a US entity, so Texas is the only option for the collateral location.
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Victoria Scott
•Texas SOS has dealt with plenty of Mexican entities. Their customer service is usually helpful if you call and explain the character encoding issue. They might have specific guidance for your situation.
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Benjamin Johnson
Whatever you do, make sure you're consistent across all your loan documents. I've seen deals where the promissory note had one version of the name, the security agreement had another, and the UCC-1 had a third. Total mess to sort out later.
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Noah Torres
•Definitely learned that lesson. We're going to pick one transliterated version and use it consistently across all documents.
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Benjamin Johnson
•Smart approach. Document your transliteration method in your closing checklist so future amendments use the same format.
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Zara Perez
Also check if the Mexican entity has any DBA names or trade names they use in Texas. Sometimes it's easier to file under a trade name that's already in ASCII characters, though you'd need to make sure it's properly registered.
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Noah Torres
•They do business under an English trade name in Texas, but I'm not sure if it's registered with the state. Would need to check the assumed name records.
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Zara Perez
•If it's a registered trade name, that could be a viable alternative for the UCC filing. Just make sure it's properly on file with Texas SOS first.
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Sophia Clark
•Be careful with trade names though - if there's ever a dispute about the filing, you want to make sure you can prove the connection between the trade name and the actual legal entity. The document verification tools can help confirm that linkage.
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Daniel Rogers
Update us on how it goes! I'm dealing with a similar situation with a Canadian entity and curious to hear if the transliteration approach works.
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Noah Torres
•Will do. Planning to submit the revised UCC-1 with the transliterated name tomorrow. Fingers crossed it goes through this time.
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Daniel Rogers
•Good luck! International entity filings are always nerve-wracking until you see that acceptance notice.
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