UCC filing for GSA general security agreement - debtor name exact match requirements?
Need some clarity on filing a UCC-1 for our GSA general security agreement. We're securing a $2.8M equipment line and the borrower's legal name on their articles of incorporation shows 'Midwest Industrial Solutions, LLC' but their GSA shows 'Midwest Industrial Solutions LLC' (no comma). The SOS portal rejected our initial filing saying debtor name doesn't match exactly. Is this comma really going to kill our perfection? We've got 30 days left on our temporary perfection from the purchase money security interest and I'm getting nervous about the timing. Has anyone dealt with this exact scenario with GSA filings? The collateral schedule is straightforward manufacturing equipment but I don't want to mess up the debtor name requirements and lose priority.
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StarStrider
This is super common with GSA filings unfortunately. The SOS systems are pretty strict about exact name matches. You need to check what the exact legal name is on the Secretary of State business records first - that's what controls for UCC filings, not what's on the GSA itself. Pull their entity status directly from the SOS database and use that exact spelling/punctuation.
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Fatima Al-Qasimi
•Thanks - I did check the SOS entity search and it shows the comma version. So I should file with 'Midwest Industrial Solutions, LLC' even though the GSA has it without the comma?
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StarStrider
•Yes exactly. The UCC-1 debtor name has to match the SOS entity records exactly, not the GSA. The GSA discrepancy won't matter for perfection as long as your UCC-1 has the correct legal name.
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Dylan Campbell
I've been doing GSA secured lending for 15 years and this name mismatch thing trips up so many people. The rule is simple - exact legal name from state records, period. But here's what you also need to watch out for: make sure your GSA actually grants you a security interest in the specific equipment you're listing on the UCC-1 collateral schedule. I've seen cases where the GSA language was too narrow and didn't cover all the equipment the lender thought it did.
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Fatima Al-Qasimi
•Good point about checking the GSA language. This one is pretty broad - covers 'all equipment, machinery, and fixtures now owned or hereafter acquired' so I think we're covered for the manufacturing equipment.
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Sofia Torres
•Yeah but make sure your collateral description on the UCC-1 matches what's actually granted in the GSA. Don't just copy generic language - be specific about what equipment you're actually securing.
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Dmitry Sokolov
Had this exact issue last month with a client's GSA filing. Spent hours going back and forth with the SOS portal rejections. Finally found Certana.ai's document verification tool and it instantly flagged the name discrepancy between our UCC-1 and the entity records. You just upload your GSA and proposed UCC-1 and it cross-checks everything - debtor names, collateral descriptions, all the technical requirements. Saved me from filing incorrectly again.
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Fatima Al-Qasimi
•Interesting - how does that work exactly? Do you upload the GSA and it tells you what to put on the UCC-1?
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Dmitry Sokolov
•You upload both the GSA and your draft UCC-1, and it verifies the debtor name matches state records, checks that your collateral description aligns with what's actually granted in the GSA, and flags any inconsistencies. Really straightforward - just drag and drop the PDFs.
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Ava Martinez
•That sounds useful but I'm always skeptical of automated tools for something this important. Have you used it on multiple GSA filings?
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Miguel Ramos
Oh man this brings back memories. Filed a UCC-1 for a $4M GSA deal and used the name exactly as it appeared on the loan documents instead of checking the state records. Guess what - the borrower had amended their entity name 6 months earlier and nobody told us. Filing got rejected, had to scramble to refile, and nearly lost priority to another lender. ALWAYS verify the current legal name with the Secretary of State before filing!
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Fatima Al-Qasimi
•Yikes! That's exactly what I'm worried about. Did you end up losing priority or were you able to get it straightened out?
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Miguel Ramos
•Luckily we caught it within the 20-day continuation period and got it refiled correctly. But it was a stressful few days. The other lender filed during that gap so we had to negotiate with them.
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StarStrider
•This is why I always run an entity status check the day before filing any UCC-1. Entity names can change without notice to creditors.
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QuantumQuasar
The comma thing is SO annoying! I deal with this constantly. LLC vs LLC vs L.L.C. - the variations are endless and every state seems to have different formatting requirements. For GSA filings especially, I keep a checklist: 1) Current SOS entity search 2) Exact name match 3) Collateral description that matches GSA grant language 4) Correct filing office (usually Secretary of State for equipment) 5) Double-check the debtor's address matches their registered office
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Fatima Al-Qasimi
•Good checklist! I didn't think about the address matching - should that be the registered office address or their principal place of business?
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QuantumQuasar
•For the UCC-1, you want their mailing address where they actually operate, not necessarily the registered office. But make sure it's current - address changes can also cause issues.
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Zainab Omar
Quick question - when you say 30 days left on temporary perfection, are you talking about purchase money security interest in equipment? Because PMSI only gives you 20 days to file the UCC-1 to maintain priority over earlier security interests. If you're at 30 days you might have already lost your PMSI priority.
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Fatima Al-Qasimi
•Oh no, you're right! I was thinking of the 30-day rule for some other filings. This is definitely PMSI equipment so it's 20 days. We're at day 12 so I need to get this filed ASAP.
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Zainab Omar
•Okay good, you still have time. Just make sure you get that debtor name exactly right from the SOS records and file immediately. PMSI priority is too valuable to lose over a name mismatch.
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Dylan Campbell
•This is exactly why I tell all my clients to prepare UCC-1 filings BEFORE closing on PMSI deals. Don't wait until after - have everything ready to file immediately.
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Connor Gallagher
I'm probably overthinking this but when the GSA says 'general security agreement' does that mean it covers ALL collateral or just specific equipment? I've seen some GSAs that are really broad and others that are limited to specific assets. Want to make sure your UCC-1 collateral description doesn't go beyond what the GSA actually grants you.
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Fatima Al-Qasimi
•The GSA is pretty comprehensive - it covers all equipment, accounts, inventory, general intangibles. But for this UCC-1 I'm only filing against the specific manufacturing equipment we financed.
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Connor Gallagher
•That sounds right. Better to be specific on the UCC-1 even if the GSA is broader. Easier to defend your priority position that way.
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Yara Sayegh
Just a heads up - some states are getting really picky about entity name formats lately. I had a Delaware LLC where the SOS records showed 'Company Name, LLC' but their certificate of formation showed 'Company Name LLC' and the filing office accepted the version WITHOUT the comma. Every state is different so you really need to check what that specific SOS office requires.
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Fatima Al-Qasimi
•This is getting confusing. So I should use the name exactly as it appears in the SOS database search, right? Not the articles of incorporation?
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Yara Sayegh
•Correct - use whatever the current SOS entity search shows as the official name. That's what the UCC filing office will verify against.
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Keisha Johnson
I've started using Certana.ai for all my GSA-related UCC filings after having too many rejection headaches. It automatically pulls the current entity information and flags any mismatches between your GSA and UCC-1 before you file. Definitely worth it for high-dollar deals where you can't afford mistakes.
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Fatima Al-Qasimi
•Two people have mentioned this now. Does it work with all states or just certain ones?
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Keisha Johnson
•It works with all states - just upload your documents and it handles the verification. Much faster than manually checking everything.
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Paolo Longo
Ugh I hate when GSA documents don't match the legal entity names. It's like the lawyers preparing the GSA never talk to the people filing the UCCs. I always send a pre-filing checklist to borrowers now asking them to confirm their exact legal name and any recent changes. Saves so much time and prevents rejections.
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Fatima Al-Qasimi
•That's a great idea. I should start doing that for all our secured lending deals.
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Paolo Longo
•Yeah it's a simple step but prevents so many problems. Also ask them to confirm their current mailing address while you're at it.
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CosmicCowboy
Just wanted to add - make sure your GSA actually creates a valid security interest under your state's UCC Article 9. I've seen some poorly drafted GSAs that don't properly grant security interests even though they call themselves 'general security agreements.' The name doesn't matter if the substance isn't there.
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Fatima Al-Qasimi
•Our GSA was drafted by our regular counsel who does a lot of secured lending work, so I'm confident it's properly structured. But good point to keep in mind.
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CosmicCowboy
•Good to hear. Just mentioning it because I've seen some template GSAs that were problematic. Sounds like you're in good shape.
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Amina Diallo
One more thing to check - is this equipment going to be fixtures? If the manufacturing equipment is going to be attached to real estate, you might need fixture filings in addition to the regular UCC-1. GSAs often cover fixtures but the filing requirements are different.
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Fatima Al-Qasimi
•It's all moveable manufacturing equipment, not fixtures. But thanks for the reminder - I've had to do fixture filings on other deals and they're a pain.
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Amina Diallo
•Good. Just wanted to make sure you weren't missing that requirement. Fixture filings are definitely more complicated.
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