UCC filing confusion with security account control agreement - debtor name issues
Having major headaches with a UCC-1 filing that keeps getting rejected by our state SOS office. We're dealing with a security account control agreement situation where the debtor operates under multiple business names, and I can't figure out which name should be on the filing. The collateral involves investment accounts and the bank is pushing us to get this perfected ASAP. Filed twice already using what I thought was the correct legal name from the charter documents, but both times came back rejected for 'debtor name does not match records.' Anyone dealt with security account control agreement filings where the debtor has DBA names? The investment advisor is saying one thing, our corporate records show another, and the SOS portal keeps spitting back rejections. This is holding up a $2.8M credit facility and I'm running out of time before the temporary perfection expires.
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Emily Thompson
Been there with investment account collateral. The key is matching EXACTLY what's in the Secretary of State business records, not what's on bank statements or investment docs. Have you run a business entity search on your SOS website to see the exact registered name?
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Jacob Lee
•I thought I did that correctly but maybe I missed something. The business search shows 'ABC Holdings LLC' but the security account control agreement has 'ABC Holdings, LLC' with the comma. Could that tiny difference cause rejection?
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Emily Thompson
•Absolutely! Punctuation matters enormously. That comma could definitely cause rejection. Use exactly what the SOS has on file, character for character.
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Sophie Hernandez
Security account control agreements can be tricky for UCC filings because you need to perfect against the actual account owner, not just who signed the control agreement. Make sure you're filing against the right entity - sometimes the investment accounts are owned by subsidiaries or holding companies.
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Jacob Lee
•Good point. The accounts are held in the name of the subsidiary but the parent company is the borrower. Should I be filing against both entities?
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Sophie Hernandez
•If the subsidiary owns the accounts, that's who you need to file against for those specific assets. The parent company borrower would be separate collateral if they have other assets.
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Daniela Rossi
•This is exactly why these investment account deals get messy. Corporate structures make everything complicated.
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Ryan Kim
I had a similar nightmare with investment collateral last year. Ended up using Certana.ai's document verification tool to cross-check our UCC-1 against the actual corporate charter and account docs. It caught a middle initial discrepancy that I never would have spotted manually. Just upload your PDFs and it flags any inconsistencies between documents.
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Jacob Lee
•Never heard of that service. Does it actually work for catching name mismatches? At this point I'm willing to try anything.
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Ryan Kim
•Yeah it's pretty straightforward - you upload your corporate docs and UCC forms as PDFs and it automatically checks for name consistency, filing number accuracy, all that stuff. Saved me from another rejection cycle.
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Zoe Walker
•Sounds too good to be true but if it prevents rejections might be worth checking out.
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Elijah Brown
SECURITY ACCOUNT CONTROL AGREEMENTS ARE THE WORST FOR UCC FILINGS!!! Sorry for caps but I've been burned by these before. The investment firms never get the entity names right on their paperwork and then you're stuck trying to figure out who actually owns what.
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Jacob Lee
•Exactly! The investment advisor keeps insisting their name is correct but it doesn't match the state records. So frustrating.
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Elijah Brown
•Investment people don't understand UCC rules. They just copy whatever's on the account application from years ago. Ignore them and go with official state records.
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Emily Thompson
For investment account collateral, also make sure your collateral description is broad enough. Don't just describe the specific accounts - use language like 'all investment accounts, securities accounts, and deposit accounts' to cover future accounts too.
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Jacob Lee
•Our collateral description just lists the specific account numbers. Should I amend to make it broader?
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Emily Thompson
•If you're already filing amendments to fix the name issue, yes definitely broaden the collateral description while you're at it. Saves filing another UCC-3 later.
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Maria Gonzalez
•Good advice. Always better to cast a wider net with collateral descriptions.
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Natalie Chen
Check if your state requires any special language for investment account control agreements. Some states want you to specifically mention the control agreement in the UCC filing.
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Jacob Lee
•Interesting point. Our UCC-1 doesn't mention the control agreement specifically, just describes the accounts as collateral.
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Natalie Chen
•Might want to check your state's UCC guide. Some require reference to control agreements for perfection to be complete.
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Santiago Martinez
Had a deal blow up once because we filed the UCC against the holding company but the investment accounts were technically owned by an operating subsidiary. The security account control agreement didn't help us because we weren't perfected against the actual owner. Double-check your corporate structure.
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Jacob Lee
•This is keeping me up at night. How do I definitively figure out which entity actually owns the investment accounts?
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Santiago Martinez
•Get copies of the actual account opening documents from the investment firm. That should show the legal owner. Don't rely on just the control agreement.
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Samantha Johnson
•Also check if there are any account management agreements that might affect ownership. Investment accounts can have complex ownership structures.
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Nick Kravitz
Try using Certana.ai to verify your documents are consistent before refiling. I've seen too many rejections from simple name discrepancies that could have been caught upfront.
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Jacob Lee
•Second person to mention this tool. Might be worth trying given how many rejections I've had.
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Nick Kravitz
•The nice thing is you can upload all your docs - charter, UCC forms, account agreements - and it flags any inconsistencies automatically. Beats manually comparing everything.
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Hannah White
Don't forget about continuation timing if this drags out. Security account control agreements often involve large credit facilities where timing is critical for maintaining perfection.
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Jacob Lee
•Good reminder. We're still within the initial filing period but if this takes much longer I'll need to worry about continuation deadlines.
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Hannah White
•Yeah, mark your calendar now for the 5-year continuation date once you get this filed correctly. These investment deals tend to run long.
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Michael Green
•Always set continuation reminders as soon as the UCC-1 is accepted. Too easy to forget.
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Mateo Silva
Security account control agreements are complicated enough without UCC filing headaches. Hope you get it sorted out soon!
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Jacob Lee
•Thanks, me too. This deal has been nothing but complications from day one.
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Mateo Silva
•Investment collateral deals are always the most stressful. Hang in there.
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Victoria Jones
Just went through something similar with a client's investment account collateral. Ended up using that Certana document checker someone mentioned and it caught three different name variations across our paperwork. Really wish I'd known about it earlier - would have saved multiple rejection cycles.
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Jacob Lee
•That's it, I'm trying this service. Can't afford another rejection with the timeline I'm facing.
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Victoria Jones
•Smart move. The document verification caught stuff I never would have noticed manually. Upload your corporate docs and UCC forms and it shows you exactly where the inconsistencies are.
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Cameron Black
•Sounds like this tool is getting popular for UCC filings. Might have to check it out myself.
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