UCC filing debtor name verification against Secretary of State business records - best practices?

This is crucial advice. I've seen lenders get burned when they used a DBA name instead of the legal entity name on UCC filings.

Question though - what if the company has amended their name since formation? Do you need to look at all the amendments too?

Good point - yes, you need the current legal name after any amendments. The SOS database should show the most recent version, but always verify the filing date on amendments.

So frustrating! I had a filing rejected because I wrote 'Corporation' instead of 'Corp.' - exact punctuation matters too.

Wait, I thought there was some flexibility in the UCC for minor variations? Like seriously errors vs minor errors?

There is some case law on 'seriously misleading' but why risk it? Best practice is exact match to avoid any challenge to perfection.

That sounds really helpful - does it catch punctuation differences too? That's usually where I make mistakes.

Yes, it picks up everything - missing commas, periods, even spacing issues. Just upload both PDFs and it highlights any inconsistencies immediately.

Good point! Nothing worse than perfecting a security interest in a company that's been administratively dissolved.

How do you handle it if they're suspended but not dissolved? Can you still file the UCC?

You can file but it's risky. I always require them to get back in good standing first. Easier to enforce your security interest against an active entity.

Oh no! How long did that delay your foreclosure process?

Added about 6 months to the whole process. Had to file a new UCC-1, wait for it to be effective, then restart the foreclosure proceedings.

This is why I'm paranoid about double-checking everything. One small error can unwind months of work.

How do you figure out the corporate structure? Is that in the SOS records too?

Not always. You might need to request the registered agent information and corporate filings. Sometimes it requires digging into their operating agreements or articles.

What if the business name is really common? Like there are multiple LLCs with similar names?

That's where you need to cross-reference with addresses, registered agents, and formation dates. Make sure you've got the right entity.

Smart practice! I also save the URL and date I accessed the record for my closing files.

Do you think it's overkill to get a certified copy of the Articles? Or is the online record sufficient?

Online is usually fine for UCC purposes, but for complex deals I sometimes get certified copies just to be extra safe.

Does it work with handwritten documents or just typed ones?

Only PDFs as far as I know, but most documents are digital these days anyway. The OCR is pretty good at reading scanned documents.

How would you even know if they moved states? That seems like something easy to miss.

Usually it comes up in due diligence, but you can also check if there are termination filings in one state and new formations in another around the same time.

This is getting complicated. Maybe I should just hire a service to do UCC searches for me.

That's a good idea. Do registered agents usually respond quickly to those kinds of calls?

Most professional registered agent services are pretty responsive. If it's the company's own lawyer or CPA serving as registered agent, it might take longer.

Agreed. It's one of those things that seems minor but can completely destroy your security interest.

Thanks everyone. I'm definitely going to triple-check everything before I submit this UCC-1. Better safe than sorry.