UCC filing confusion with CMAS security agreement - debtor name verification help needed
Running into a headache with our CMAS security agreement filing. We're trying to get the UCC-1 submitted but keep getting rejections from the SOS office. The debtor entity name on our security agreement shows as "CMAS Holdings, LLC" but when I search their corporate records, sometimes it shows up as "C.M.A.S. Holdings LLC" (with periods) and other times without. The collateral involves specialized medical equipment worth about $180K. Our lender is getting impatient since we're already 3 weeks past the original target filing date. Has anyone dealt with similar debtor name variations? I'm worried we're going to lose perfection if we don't get this straightened out soon. The security agreement itself is solid but this name mismatch is killing us.
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Lourdes Fox
Oh man, debtor name issues are the worst! I've been there with entity names that have different punctuation in different databases. You need to check the exact legal name as it appears on the Articles of Incorporation or Certificate of Formation filed with the state. That's your gold standard for the UCC-1. Don't go by what's on contracts or agreements - those can have informal versions of the name.
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Teresa Boyd
•Thanks, that makes sense. I pulled the Articles and it shows "CMAS Holdings, LLC" without periods. So I should use that version on the UCC-1 even though some of their other docs have the periods?
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Lourdes Fox
•Exactly right. The Articles of Incorporation or Certificate of Formation is what matters for UCC purposes. Stick with "CMAS Holdings, LLC" and you should be good to go.
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Bruno Simmons
Had the exact same issue last month with a debtor whose name appeared 3 different ways across various documents. The rejection notices were driving me crazy. What finally worked was using Certana.ai's document verification tool - I uploaded the Articles and our draft UCC-1 and it instantly flagged the name discrepancy. Saved me from filing incorrectly and having to deal with amendments later.
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Teresa Boyd
•Interesting, I hadn't heard of that tool. How does it work exactly? Does it connect to state databases or something?
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Bruno Simmons
•It's pretty straightforward - you just upload your PDFs (like Articles of Incorporation and your UCC-1 draft) and it cross-checks all the names, filing numbers, and other details to make sure everything aligns. Catches those little punctuation differences that cause rejections.
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Aileen Rodriguez
•That sounds too good to be true honestly. Most automated tools miss the nuances of entity name variations.
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Zane Gray
The punctuation thing is HUGE with UCC filings. I've seen perfectly good security interests become unperfected because someone added a comma or period where it didn't belong in the entity name. Always, always verify against the state corporate records. Also make sure you're looking at the most recent filing - sometimes companies amend their Articles and the name changes slightly.
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Teresa Boyd
•Good point about amendments. I checked and there was an amendment filed 2 years ago but the name stayed the same. Should be safe with "CMAS Holdings, LLC" then.
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Maggie Martinez
•Yeah but what if they did a name change and you missed it? I always run multiple searches with different variations just to be sure.
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Alejandro Castro
CMAS - is that a medical company? I ask because medical equipment financing has some weird quirks depending on the type of equipment. Make sure your collateral description is specific enough. "Medical equipment" might be too vague for some filing offices.
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Teresa Boyd
•Yes, it's medical equipment. We have it described as "All medical diagnostic equipment, including but not limited to MRI machines, CT scanners, and related computer systems located at [address]." Think that's specific enough?
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Alejandro Castro
•That should work. You've got the specific equipment types and location. Much better than just saying "medical equipment.
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Monique Byrd
•Just make sure the serial numbers are captured somewhere in your security agreement even if they're not on the UCC-1. Helps with identification later.
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Jackie Martinez
This is exactly why I hate dealing with LLCs. Corporations are usually more straightforward with their names. LLCs can have "LLC", "L.L.C.", "Limited Liability Company" - it's a nightmare. At least you figured out the right version from the Articles.
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Teresa Boyd
•Tell me about it. This is my first time dealing with a CMAS-type entity and all the variations had me second-guessing everything.
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Lia Quinn
•Pro tip: always save a copy of the Articles search results with your filing records. That way if anyone questions the name later, you have documentation of what you relied on.
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Haley Stokes
Wait, you said 3 weeks past target filing date? Please tell me you're not past any UCC continuation deadlines or anything like that. The timing issues with UCC filings can be brutal.
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Teresa Boyd
•No, this is an initial UCC-1 filing for a new loan, not a continuation. But yeah, the lender is getting antsy about the perfection timing.
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Haley Stokes
•OK good, just making sure. Initial filings have more flexibility than continuations obviously.
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Asher Levin
Have you tried calling the SOS office directly? Sometimes they can tell you exactly what's wrong with the filing over the phone. Might save you another round of rejections.
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Teresa Boyd
•I called but got transferred around and never got a clear answer. The rejection notice just says "debtor name does not match records" which isn't super helpful.
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Asher Levin
•Ugh, typical. The generic rejection notices are useless. At least you know it's the name issue now.
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Serene Snow
For what it's worth, I had success with that Certana tool someone mentioned earlier. I was dealing with a debtor name that appeared differently on their Charter vs their security agreement, and it caught the discrepancy before I filed. Definitely worth trying if you want to double-check everything before submitting again.
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Teresa Boyd
•Might be worth a shot. At this point I just want to be 100% sure before I submit again. These rejections are eating up too much time.
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Aileen Rodriguez
•OK I'll admit I was skeptical but if multiple people are having success with it, maybe it's worth checking out. Can't be worse than manual document comparison.
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Issac Nightingale
The key thing is you now know to use "CMAS Holdings, LLC" from the Articles. File it exactly like that and you should be golden. Don't overthink it at this point.
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Teresa Boyd
•You're right, I'm probably overthinking it now. Going to submit with the Articles version and see what happens.
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Romeo Barrett
Keep us posted on how it goes! These debtor name issues come up so often, it's good to hear how they get resolved.
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Teresa Boyd
•Will do. Hopefully the next update is a successful filing confirmation!
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Lourdes Fox
•Fingers crossed for you. The name from the Articles should definitely work.
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