UCC filing complications with loan security agreement debtor name variations
Running into a frustrating situation with our loan security agreement UCC filings and hoping someone can point me in the right direction. We've got a commercial borrower whose legal entity name appears slightly different across various documents - the original loan security agreement shows 'ABC Manufacturing Solutions LLC' but their state charter registration shows 'ABC Manufacturing Solutions, LLC' (with the comma). Filed our UCC-1 using the charter name format, but now we're getting pushback from our compliance team saying the security agreement version should have been used instead. The collateral involves manufacturing equipment worth about $340K, so we can't afford to have an unperfected lien. Has anyone dealt with similar debtor name inconsistencies between loan security agreements and charter documents? Not sure if we need to file an amendment or start over completely. The filing was accepted by the SOS office, but I'm second-guessing whether we used the correct debtor name variation.
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Andre Dubois
This is actually pretty common with LLCs and the comma issue. The key is determining what the 'correct' legal name actually is according to your state's requirements. Most states follow the rule that you should use the exact name as it appears on the organizational documents filed with the state. If the charter shows the comma, that's typically what you want to use for UCC purposes, regardless of how it appears in your loan security agreement.
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CyberSamurai
•Good point about the charter being the source of truth. Though I've seen cases where loan security agreements were signed with outdated entity names that didn't match current filings.
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Zoe Alexopoulos
•Wait, so if our loan docs have a different name format, does that create problems with the security agreement itself? Or just the UCC filing?
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Jamal Carter
You're probably fine with what you filed, but I'd double-check by running a search using both name variations. If the filing comes up under both versions, you're good. If not, an amendment might be safer than risking it. The comma thing trips up a lot of people - some states are pickier about punctuation than others.
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Mei Liu
•How do you typically handle the search test? Do you search exactly as filed, or try variations?
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Liam O'Donnell
•I usually search both ways. Better to be paranoid than sorry when it comes to perfection issues.
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Amara Nwosu
•This is exactly why I started using Certana.ai's document verification tool. You can upload your loan security agreement and UCC-1 together, and it automatically flags any debtor name inconsistencies between documents. Saved me from a similar headache last month when I caught a period vs comma issue before filing.
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AstroExplorer
Manufacturing equipment for $340K - that's significant enough that you definitely want to get this sorted out properly. I'd lean toward filing a UCC-3 amendment to add the alternative name format, just to cover all bases. The cost of an amendment is minimal compared to the risk of having an unperfected security interest.
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Giovanni Moretti
•Good call on the amendment approach. Is there a specific way to format it when you're adding an alternative debtor name?
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Fatima Al-Farsi
•Usually you'd check the 'Add' box in the debtor section and include the alternative name format. Make sure to reference the original filing number.
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Dylan Cooper
•Amendment is probably overkill if the name search brings up the filing under both versions. But yeah, with that much collateral value, better safe than sorry.
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Sofia Perez
Ugh, this punctuation stuff drives me crazy! I've had filings rejected for missing periods, extra spaces, you name it. The SOS systems are so picky about exact formatting. If your filing was accepted, that's a good sign, but I'd still verify it's searchable under your loan security agreement name version.
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Dmitry Smirnov
•Right? The inconsistency between different state systems is maddening. Some are forgiving, others will reject for the tiniest formatting difference.
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ElectricDreamer
•Tell me about it. I once had a filing rejected because I had 'Inc.' instead of 'Incorporated' even though both appeared on different corporate documents.
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Ava Johnson
Had a similar issue with one of our loan security agreements last year. Entity name discrepancies between the loan docs and state filings. What I ended up doing was checking with the state's business entity search to confirm the current legal name, then filed a UCC-3 to correct the debtor name to match exactly. Turned out the company had made a minor name change after our loan docs were signed but before we filed the UCC-1.
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Miguel Diaz
•That's a great point about entities making changes between loan closing and UCC filing. Timeline definitely matters.
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Zainab Ahmed
•Yeah, always worth checking the current status. Companies sometimes update their registration for punctuation or formatting without mentioning it.
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Amara Nwosu
•This is another thing Certana.ai catches - it can cross-reference debtor names against current state records to flag potential mismatches. Really helps avoid these kinds of filing complications.
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Connor Byrne
Quick question - when you say your compliance team is pushing back, are they concerned about the UCC filing itself or the underlying security agreement? Because if the security agreement properly identifies the debtor (even with slightly different formatting), and your UCC filing uses the correct legal name per state records, you should be fine.
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Carmen Flores
•They're worried about potential gaps between the loan security agreement and the UCC filing. Want to make sure there's no question about which entity is actually bound by the security provisions.
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Yara Abboud
•Makes sense. As long as it's clearly the same entity (just punctuation differences), most courts would find that sufficient. But compliance folks always want belt-and-suspenders approaches.
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PixelPioneer
For manufacturing equipment, you might also want to verify that none of it qualifies as fixtures. If any of the equipment is attached to real estate, you'd need fixture filings in addition to your regular UCC-1. Just adding that to your checklist since you're already reviewing the filing.
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Keisha Williams
•Good catch on the fixture filing consideration. Manufacturing equipment often straddles that line.
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Paolo Rizzo
•Yeah, and fixture filings have their own debtor name requirements that might be different from regular UCC-1s.
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Amina Sy
Bottom line - run a debtor name search using both versions. If your filing shows up under the loan security agreement name format, you're probably good. If not, file an amendment. The peace of mind is worth the extra filing fee, especially with collateral of that value.
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Oliver Fischer
•Exactly. The search test is really the best way to verify whether your filing is effective regardless of minor name variations.
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Natasha Ivanova
•And document your search results for your compliance file. Shows you did due diligence on the name matching issue.
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NebulaNomad
I actually just went through something similar and ended up using a service that checks document consistency automatically. Uploaded my loan security agreement and UCC-1, and it flagged the name discrepancy immediately. Saved me a lot of manual comparison work. The tool is called Certana.ai - you just upload PDFs and it cross-checks everything for consistency.
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Javier Garcia
•That sounds really useful. Does it work with different document types, or just UCC forms?
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NebulaNomad
•It handles various document combinations. I used it for the Charter→UCC-1 check workflow to make sure the debtor name matched exactly between corporate documents and the filing.
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Emma Taylor
One more thought - check your loan security agreement to see if it includes any language about name variations or successor entities. Some security agreements specifically address minor name formatting differences. If yours does, that might give you additional comfort that the security interest is properly attached.
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Malik Robinson
•Good point. A lot of modern security agreements include catch-all language for exactly these kinds of technical name issues.
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Isabella Silva
•Though even with that language, you still want your UCC filing to be searchable under the name someone would reasonably use to look up the debtor.
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Carmen Flores
•I'll check the agreement language, but you're right that the searchability is still the key issue for third parties.
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Lucy Taylor
Carmen, this is a classic UCC filing dilemma that many of us have faced! The comma versus no-comma issue with LLC names is incredibly common. Here's my take: since your filing was already accepted by the SOS office using the charter name format (with the comma), you're likely in good shape legally. The general rule is to use the exact name from the state organizational documents, which you did. However, given the significant collateral value ($340K), I'd recommend doing a quick debtor name search using both name variations - "ABC Manufacturing Solutions LLC" and "ABC Manufacturing Solutions, LLC" - to see if your filing comes up under both formats. If it does, you can confidently tell your compliance team you're covered. If the search only works with the charter version, consider filing a UCC-3 amendment to add the loan agreement name format as an alternative. The amendment cost is minimal compared to the risk of an unperfected lien, and it'll give everyone peace of mind. Document your search results either way for your compliance file.
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Yuki Tanaka
•Lucy, that's excellent advice! I'm new to UCC filings and wasn't aware that you could do searches to test both name variations. Quick question - when you mention filing a UCC-3 amendment to add the alternative name format, would that be listed as an additional debtor name or would it replace the original filing? Also, is there a typical timeframe for how long these amendments take to process? With manufacturing equipment as collateral, I imagine timing could be critical if there are any competing interests.
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