UCC filing complications with pledge of stock as collateral - debtor name issues

We're in Delaware. And yes, that's what's so concerning - the SOS database shows both as separate active entities with different file numbers. ABC Holdings LLC was formed in 2019, ABC Holdings, LLC in 2021. I think we may have filed against the wrong entity entirely.

Delaware is notorious for these kinds of naming issues. You definitely need to verify which entity actually owns the stock certificates and signed the pledge agreement. Check the stock certificates themselves and the corporate resolutions.

How did you handle the amendment process? Did you file a UCC-3 to correct the debtor name or did you have to file a whole new UCC-1?

We filed a UCC-3 amendment to add the correct debtor name, but kept the original incorrect one too just to be safe. Our attorney advised that approach to maintain continuous perfection. Cost us extra filing fees but better than risking the security interest.

That's smart. I always tell clients it's better to over-file than under-file when there's any doubt about debtor names, especially with stock pledge collateral where the stakes are so high.

Never heard of that service. Does it actually compare the legal names across different document types? That sounds like exactly what I need right now.

Yes, it's really straightforward - just upload PDFs of your documents and it automatically cross-checks debtor names, entity details, and filing consistency. Saves hours of manual comparison and catches things you might miss when reviewing multiple pledge documents.

Honestly this sounds too good to be true. How accurate is the name matching with all the weird LLC formatting variations that exist?

You'd think it would be that simple, but stock certificates can sometimes show abbreviated or informal versions of entity names. Plus if there were recent corporate changes, the certificates might not reflect the current legal name.

Exactly the issue - the certificates show 'ABC Holdings' without LLC at all, the pledge agreement shows 'ABC Holdings, LLC' with comma, and our original filing shows 'ABC Holdings LLC' without comma. Three different variations.

I hear you, but stock pledge collateral can be really valuable if you get the documentation right. The key is being extra careful with the debtor name research upfront.

Sure, when it works it's great. But one small mistake with entity names and suddenly your $850K security interest is questionable. The risk-reward calculation makes me nervous.

That's exactly why tools like what that other person mentioned are so valuable. Taking the human error out of document comparison for high-stakes collateral like stock pledges.

That's a good idea. I was planning to do an entity search but calling might be faster than waiting for official records.

Delaware Corp is usually pretty responsive for these kinds of questions. Just have both entity numbers ready when you call.

You can always run a UCC search under the name you filed to make sure it shows up correctly. Also compare it against your loan documents and the actual stock certificates.

Good point. I should probably do that sooner rather than later while I can still file an amendment easily if needed.

This is exactly why I started using that Certana tool I mentioned earlier. Upload your documents and it flags any inconsistencies immediately. Would give you peace of mind about your filing.

It's entirely secured by the stock pledge. The shares represent about 75% ownership in a profitable subsidiary, so getting the perfection right is absolutely critical.

Yeah, with that kind of exposure and no other collateral, you definitely need to get the debtor name issue resolved properly. No room for error.

That's terrifying. What ended up being the resolution? Did the lender recover anything?

They recovered pennies on the dollar as an unsecured creditor. The stock was the most valuable asset in the estate too. Really drove home how critical proper debtor identification is.

Stories like this are why I'm so paranoid about document accuracy. Better to spend extra time and money on verification upfront than deal with a challenge later.

That's probably the safest approach. File the amendment to add the correct name while keeping the original filing in place for continuity.

Agreed. Amendment is much cheaper than potentially losing perfection entirely. Plus it creates a clear paper trail showing you identified and corrected the issue.

I'm definitely going to check that out. At this point I need all the help I can get making sure our documents are consistent.

The nice thing is it gives you a clear report showing exactly where the inconsistencies are, so you know exactly what needs to be fixed rather than guessing.