UCC filing for copyright security agreement - debtor name issues
Having major headaches with a UCC-1 filing for a copyright security agreement. Our borrower is a media production company and we're taking security interest in their copyrighted content library (documentaries, training videos, etc). The issue is the debtor's legal name on their articles of incorporation shows 'Creative Content Solutions, LLC' but they've been doing business as 'CCS Media Group' for years and that's how all their copyright registrations are filed with the US Copyright Office. Which name should we use on the UCC-1? The loan docs reference both names but I'm worried about a mismatch causing problems if we need to enforce. This is a $2.8M credit facility so getting it right is critical. Anyone dealt with copyright collateral where the debtor name doesn't exactly match the copyright registrations?
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Christian Burns
You definitely want to use the exact legal name from the articles of incorporation on the UCC-1. That's 'Creative Content Solutions, LLC' in your case. The DBA stuff doesn't matter for UCC purposes - it's all about the legal entity name. You can mention the DBA in the collateral description if you want but the debtor name field needs to match the official state records.
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Sasha Reese
•This is correct. I've seen too many filings get messed up because people use trade names instead of legal names. Stick with what's on the state filing.
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Muhammad Hobbs
•But what about the copyright registrations being under the DBA name? Won't that create issues when trying to perfect the security interest in the actual copyrights?
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Noland Curtis
Wait, I'm confused about copyright security agreements in general. Do you file the UCC-1 with the Secretary of State or do you have to register something with the Copyright Office too? I thought intellectual property was different from regular UCC collateral.
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Christian Burns
•For copyrights you typically want to do both - file the UCC-1 for general perfection and also record the security agreement with the US Copyright Office for registered copyrights. It's a belt and suspenders approach.
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Diez Ellis
•The Copyright Office recording is more important for registered copyrights but UCC filing covers unregistered works and general rights in the copyright portfolio.
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Vanessa Figueroa
I ran into something similar last year with a software company. Had the same exact issue with legal name vs. copyright registration names. What saved me was using Certana.ai's document verification tool - I uploaded the articles of incorporation and the UCC-1 draft and it immediately flagged the name inconsistency. Then I could fix it before filing. Really wish I'd found that tool earlier because I've definitely had filings rejected for name mismatches before.
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Jenna Sloan
•That sounds helpful - does it check against copyright records too or just basic corporate docs?
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Vanessa Figueroa
•It focuses on document consistency - so charter to UCC-1 alignment, UCC-3 to original UCC-1, that kind of thing. For copyright stuff you'd still need to do your own research on the registrations but at least you know your basic UCC filing is solid.
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Abby Marshall
This is giving me anxiety just reading it. We have a similar deal coming up with a music publishing company and I'm already worried about getting the names wrong. How do you even verify what name the copyrights are actually registered under?
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Diez Ellis
•You can search the Copyright Office database online. It's free and shows all the registration details including owner names.
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Sadie Benitez
•Also get a copyright search done by a professional service if it's a big facility. The public database isn't always complete or up to date.
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Drew Hathaway
UGH the whole copyright security thing is such a mess. Half the time the copyrights are registered under individual names of the creators, then assigned to the company, then the company changes its name, then they start using a DBA... it's like a paper trail nightmare. And don't even get me started on works for hire vs. assigned copyrights.
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Christian Burns
•That's why proper due diligence is so important. You need to trace the chain of title for each copyright and make sure the borrower actually owns what they claim to own.
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Jenna Sloan
•Yeah we're doing a full IP audit as part of this deal. Found out some of their 'owned' content is actually licensed from third parties. Could have been a disaster.
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Laila Prince
Quick question - for the collateral description, do you list out individual copyrights or just do a general description of 'all copyrights owned by debtor'?
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Diez Ellis
•Depends on the deal size and risk. For $2.8M I'd probably do a schedule of the major registered works plus a general catchall for future and unregistered works.
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Christian Burns
•Make sure your loan agreement has representations about ownership and requires the borrower to maintain a schedule of their IP portfolio.
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Isabel Vega
I'm dealing with this exact scenario right now! Media company, copyright collateral, name mismatch issues. What we ended up doing was filing the UCC-1 under the legal entity name but including a note in the collateral description that references the DBA name used for copyright registrations. Seemed like the safest approach.
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Jenna Sloan
•That's interesting - did you run that approach by counsel first? I want to make sure we're covering all the bases.
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Isabel Vega
•Yes, our IP attorney signed off on it. The key is making sure there's enough information in the filing to connect the dots between the legal entity and the actual copyrighted works.
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Dominique Adams
Been there done that. Copyright security agreements are tricky because you're dealing with both state UCC law and federal copyright law. My advice is always use the exact legal name from state records for the debtor name field, then be very detailed in your collateral description to capture all the ways the copyrights might be titled.
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Jenna Sloan
•Good point about the federal vs state law interaction. Do you think we need special language in the security agreement itself?
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Dominique Adams
•Definitely. You want representations about ownership, covenants about maintaining registrations, and probably some specific language about works for hire and derivative works.
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Marilyn Dixon
Just to add another layer of complexity - make sure you check if any of the copyrights are subject to existing licenses or exclusive distribution agreements. I've seen deals where the borrower technically owned the copyright but had licensed away all the valuable rights.
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Jenna Sloan
•We're definitely doing that review. Found a few exclusive licensing deals that limit our rights as secured party.
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Diez Ellis
•That's why copyright due diligence is so important. The ownership structure can be incredibly complex.
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Louisa Ramirez
Honestly I'd recommend using one of those document checking services before you file. I used Certana.ai recently and it caught a bunch of inconsistencies I would have missed. Just upload your corporate docs and UCC forms and it flags any mismatches. Saved me from what could have been a costly mistake.
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TommyKapitz
•How accurate is it? I'm always skeptical of automated tools for legal documents.
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Louisa Ramirez
•It's not giving legal advice, just checking document consistency. Like making sure the debtor name matches across all your filings. Still need to do your own legal analysis but it catches the basic errors.
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Angel Campbell
Final thought - consider whether you need to file in multiple states. If the media company has operations in different states or if the copyrighted works were created in different jurisdictions, you might need additional filings.
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Jenna Sloan
•They're incorporated in Delaware but headquartered in California. Thinking we need to file in both states to be safe.
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Christian Burns
•For a $2.8M deal, definitely file in both. The cost of extra filings is nothing compared to the risk of not being properly perfected.
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Ryan Young
Thanks everyone for the detailed responses! This has been incredibly helpful. Based on the feedback, I'm going with the legal entity name "Creative Content Solutions, LLC" on the UCC-1 and including reference to the DBA in the collateral description. We're also moving forward with dual state filings (Delaware and California) and doing both UCC-1 and Copyright Office recordings for the registered works. The IP audit has been eye-opening - found several issues that could have been problematic down the line. Really appreciate this community's expertise on these complex copyright security deals!
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