UCC filing confusion with loan and security agreement debtor name variations

Agreed on checking the state records first. But also worth running a UCC search under both name variations to see if anything else pops up. Sometimes you'll find existing filings under slightly different versions.

Wait, so if our loan and security agreement has one version of the name but we file the UCC with a different version, does that create problems with the security agreement itself? Like enforceability issues?

That's reassuring. Did you get any pushback from your legal team about the name discrepancy? Our in-house counsel is being super cautious about it.

Initially yes, but once we explained that UCC filings need to match state records for searchability, they understood. The loan agreement identifies the same legal entity regardless of punctuation.

Never heard of that tool - is it specifically for UCC stuff? How does it work exactly?

Yeah, it's designed for document verification in secured transactions. You just upload PDFs and it cross-checks names, dates, collateral descriptions between your different docs. Really helpful for catching these kinds of inconsistencies before they become problems.

Interesting - so it would compare the loan and security agreement name against what we're planning to put on the UCC-1? That could definitely help avoid issues.

This is the right answer. I've seen too many filings get rejected because people used the name from their loan docs instead of the official state records.

So you're saying the security agreement is still valid even if the UCC uses a slightly different name format? That seems like it could create legal issues down the road.

Correct - the security agreement creates the security interest, the UCC filing just perfects it. As long as both documents clearly refer to the same legal entity, you're fine. It's about substance over form.

What did they tell you when you called?

They said to use whatever's on the most recent filing - usually the articles of incorporation or latest amendment. Still felt like a crapshoot though.

That's exactly what I'm worried about - this is too big to mess up. I'll look into that verification tool. Thanks for the rec.

Second this recommendation. Used it last month for a complex equipment financing deal and it flagged several inconsistencies we would have missed. Really straightforward to use too.

Yeah, we've been accruing interest. The security agreement was signed so we have the security interest, just not perfected yet. Definitely not ideal but we've been backed up on filings.

Yikes, that's a long time to go unperfected, especially with that much collateral value. Good thing you're getting it sorted now.

At least you're within the 9-month window for purchase money security interests if any of that equipment was financed. But definitely get that UCC-1 filed ASAP.

Smart practice. Do you use the state's online database or actually order certified copies?

Online database is fine for UCC name verification. I only order certified copies if there's litigation involved or if the client specifically requests them.

Good point about documentation. I'll make sure to include a memo about why we used the state record version vs the loan doc version.

Yeah, future you (or your successor) will thank you for that explanation when they're reviewing the file years from now.

Oh great, another complication I hadn't thought of. The CNC equipment is bolted to concrete pads. Do I need separate fixture filings?

Potentially yes, especially if they're integrated into the building systems. You'll want to check your state's fixture filing requirements. Some states require dual filings - UCC and real estate records.

This is getting complex. Might be worth having outside counsel review the whole setup to avoid any gaps in your security interest.