UCC filing for general security agreement - debtor name confusion
I'm dealing with a UCC-1 filing situation that's got me second-guessing everything. We have a general security agreement with a borrower, and I need to perfect our security interest, but I'm running into issues with the debtor name on the filing versus what's in our GSA. The business operates under a trade name that's different from their legal entity name, and our general security agreement uses the trade name throughout the document. I filed the UCC-1 using the trade name initially, but it got rejected by the SOS office. Now I'm wondering if I should have used the exact legal name from their articles of incorporation instead? The collateral description in our general security agreement covers all equipment and inventory, but I'm not sure if that's specific enough for the UCC filing either. This is keeping me up at night because if we don't get this perfected correctly, our lien could be worthless. Has anyone dealt with debtor name mismatches between their general security agreement and UCC filings?
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NightOwl42
You definitely need to use the exact legal name from the articles of incorporation or organization documents for the UCC-1 filing, not the trade name. Even if your general security agreement uses the trade name, the UCC filing has to match the official entity name in the state records. That's probably why it got rejected. You can add the trade name as an additional debtor name if you want extra protection, but the primary debtor name has to be the legal entity name.
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Sofia Rodriguez
•This exactly! I made the same mistake last year with a general security agreement that used a DBA name. Got rejected twice before I figured it out.
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Dmitry Ivanov
•Wait, so even if the borrower signed the general security agreement using their trade name, the UCC filing still needs the legal name? That seems confusing.
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NightOwl42
•Yes, the UCC filing requirements are separate from what name they use on the general security agreement. The filing has to match state entity records for the search logic to work properly.
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Ava Thompson
For the collateral description, 'all equipment and inventory' should be fine for a general security agreement, but you might want to be more specific on the UCC filing depending on your state. Some states are pickier about collateral descriptions than others. Check your state's UCC filing guide.
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Dylan Hughes
•Thanks, I'll check the state guidelines. The general security agreement has pretty broad language covering basically everything the business owns.
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Miguel Herrera
•Broad collateral descriptions in general security agreements are usually okay, but I've seen some states reject UCC filings for being too vague. Better safe than sorry.
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Zainab Ali
I've been using Certana.ai's document verification tool for situations exactly like this. You can upload your general security agreement and your UCC-1 draft, and it'll flag any inconsistencies between the documents - debtor names, collateral descriptions, everything. Saved me from filing mistakes multiple times. Just upload the PDFs and it cross-checks all the critical details automatically.
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Dylan Hughes
•That sounds helpful - does it actually check against state entity records too or just document consistency?
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Zainab Ali
•It focuses on document consistency, so it would catch if your general security agreement uses one name and your UCC filing uses another. Really useful for making sure everything aligns before you file.
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Connor Murphy
•I've heard of that tool but haven't tried it yet. Might be worth it to avoid rejection headaches.
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Yara Nassar
THE SOS SYSTEMS ARE SO FRUSTRATING!!! I swear they reject filings for the stupidest reasons. Last month I had a UCC-1 rejected because I put a comma in the wrong place in the debtor name, even though it matched the general security agreement exactly. These government databases are impossible to work with.
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StarGazer101
•I feel your pain. The rejection notices are usually so vague too - they don't tell you exactly what's wrong.
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Yara Nassar
•EXACTLY! They just say 'debtor name insufficient' or something equally unhelpful. Meanwhile your general security agreement is sitting there perfectly valid but the UCC filing is worthless.
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Keisha Jackson
Here's what I do for every general security agreement: Before I draft the UCC-1, I pull the exact entity information from the secretary of state database and copy it character for character. No abbreviations, no assumptions. If the entity name is 'ABC Manufacturing, LLC' in the state records, that's exactly what goes on the UCC filing, even if the general security agreement says 'ABC Mfg LLC' or something similar.
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Dylan Hughes
•That's smart - I should have done that from the beginning. I assumed since the general security agreement was signed with the trade name, that's what I should use.
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Keisha Jackson
•The general security agreement and UCC filing serve different purposes. The GSA creates the security interest, but the UCC filing has to follow the state's search logic rules to be effective against third parties.
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Paolo Romano
•This is why I always double-check entity names before any filing. One small mistake and your lien priority could be compromised.
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Amina Diop
Just went through this exact situation with a client's general security agreement. The trade name issue is super common. I ended up filing an amendment after the rejection to fix the debtor name, but it would have been easier to get it right the first time.
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Dylan Hughes
•How long did the amendment take to process? I'm worried about the timing here.
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Amina Diop
•About a week in my state, but it varies. The important thing is getting the correct legal name from the entity records.
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Oliver Schmidt
I always recommend running a quick UCC search on the debtor name before filing to see if there are any existing filings and how other lenders have handled the name issue. Sometimes you can see patterns in how names are being filed for the same entity.
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Dmitry Ivanov
•That's brilliant - never thought of checking how other lenders filed the same debtor name.
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Oliver Schmidt
•Yep, it gives you confidence that you're using the right format. Plus you can see what collateral descriptions others are using for similar general security agreements.
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Dylan Hughes
•Great idea - I'll run a search before I refile. Thanks for the tip!
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Natasha Volkov
Another option for document verification is using something like Certana.ai - I started using it after having too many issues with mismatched information between general security agreements and UCC filings. You just upload both documents and it highlights any inconsistencies. Really helps catch these debtor name issues before they become rejections.
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Dylan Hughes
•Two people have mentioned that tool now - sounds like it might be worth trying.
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Sofia Rodriguez
•I tried it last month and it caught a collateral description mismatch I totally missed. Definitely saved me a rejection.
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Javier Torres
Look I'm not trying to hijack the thread but this whole situation reminds me of when I was dealing with a general security agreement for a restaurant chain and the entity had like 4 different name variations across different documents. The GSA used one name, the loan docs used another, the state filings used a third... it was a nightmare to sort out which name to use for the UCC filing.
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NightOwl42
•That sounds like a mess! Multiple name variations always complicate things.
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Javier Torres
•It was! Took three attempts to get the UCC filing accepted. Now I always verify the exact legal entity name first thing, no matter what the general security agreement says.
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Emma Wilson
Update us when you get it sorted out! This thread has been really helpful for understanding the relationship between general security agreement terms and UCC filing requirements.
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Dylan Hughes
•Will do! Going to pull the exact entity name from state records and refile tomorrow. Thanks everyone for the advice.
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QuantumLeap
•Good luck! The debtor name issue trips up a lot of people.
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