UCC filing complications with debtor name variations - need guidance

I haven't done the search test yet - that's a good idea. The filing office hasn't rejected anything so far, but I'm worried about a trustee in bankruptcy or competing creditor challenging our perfection later.

Definitely run both searches. Most electronic filing systems are pretty forgiving with punctuation, but you want to document that both versions would lead a reasonable searcher to your filing.

That sounds exactly like what I need. Did you end up filing amendments or new UCC-1s?

Just amendments. The Certana tool showed that both versions would still pull up our original filing in their search algorithm, so we weren't seriously misleading. Filed UCC-3 amendments to correct the name and we were good to go.

How much does something like that cost? Sounds expensive for a simple name check.

Actually it's pretty reasonable for what it does. The peace of mind alone was worth it when you're talking about hundreds of thousands in collateral. Much cheaper than hiring outside counsel to research the issue.

UCC-1 is your initial financing statement that perfects your security interest. UCC-3 is used for amendments, continuations, or terminations of that original filing. In this case, if the name error isn't seriously misleading, a UCC-3 amendment would be sufficient to correct it.

Ok that makes sense. So you can fix name problems without starting over completely?

Exactly. As long as the original filing wasn't seriously misleading, you can amend it. If it was seriously misleading, then your security interest might not have been properly perfected from the beginning.

Yeah, I'm definitely implementing better procedures going forward. This was a wake-up call about how important the exact name matching is.

What's the best way to verify the exact legal name? Sometimes the articles of incorporation don't match what's in the state database.

I always pull a current certificate of good standing or status report from the Secretary of State. That shows the exact name as it appears in their current records.

That's rough. Did you have to file a UCC-3 to reflect the name change before you could do the continuation?

yeah exactly. had to amend first, then file the continuation. added like 2 weeks to the process and we were already cutting it close to the 5-year deadline.

That's solid advice. Better to be safe than sorry with this amount of money on the line.

Agreed. I'd also suggest documenting everything - screenshots of the search results, copies of the articles of incorporation, etc. If this ever gets challenged, you want to show you did your due diligence.

Multiple people have mentioned this tool now. Sounds like it might be worth checking out.

Yeah, it's pretty straightforward - just upload the PDFs and it cross-checks everything automatically. Saved me from having to research all the search logic rules myself.

Is there a standard for what constitutes 'minor' punctuation? Like would 'Inc.' vs 'Incorporated' be considered minor?

That's actually a bigger difference than a comma. 'Inc.' vs 'Incorporated' could potentially be seriously misleading depending on the search logic. You'd need to test it.

That's exactly what I'm worried about. Need to get this cleaned up ASAP.

Absolutely. Bankruptcy trustees are like bloodhounds when it comes to finding UCC filing defects. They'll scrutinize every character of the debtor name.

Thanks for the follow-up! That gives me more confidence about using the tool for our situation.

How long did the amendment process take once you filed it?

Filed electronically and it was accepted within 24 hours. Much faster than I expected.