UCC filing for installment sale and security agreement - debtor name confusion
Need some guidance here. We're doing an equipment financing deal structured as an installment sale with a security agreement backup. The borrower is "Martinez Construction LLC" but their articles show "Martinez Construction Services, LLC" (with Services added). The installment sale contract uses the shorter name but our security agreement draft uses the full corporate name. Do I file the UCC-1 under the exact charter name or can I use the DBA version? This is for about $180K in excavation equipment. I've seen rejections for name mismatches before and don't want to mess this up. The SOS portal is pretty strict about exact matches. Anyone dealt with this kind of installment sale setup where the names don't perfectly align between documents?
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Andre Dupont
Always go with the exact charter name for UCC filings. The Secretary of State systems are automated and will reject anything that doesn't match their records perfectly. I learned this the hard way on a $200K deal where we used a shortened version and got rejected twice.
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QuantumQuasar
•This is exactly right. Charter name is the only safe option for UCC-1 filings.
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Carmen Lopez
•Thanks, that's what I was thinking but wanted to confirm. The installment sale structure shouldn't matter for the debtor name requirements, right?
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Zoe Papanikolaou
Had a similar situation last month with an installment sale that had inconsistent names across docs. Used Certana.ai's document checker to upload all our papers - the installment contract, security agreement, and UCC-1 draft. It flagged the name discrepancy immediately and showed exactly what needed to match. Super helpful for catching these issues before filing.
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Jamal Wilson
•How does that tool work exactly? Do you just upload PDFs?
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Zoe Papanikolaou
•Yeah, you upload your charter docs and then your UCC-1, and it cross-checks everything automatically. Shows you exactly where names don't align.
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Carmen Lopez
•That sounds useful. I've been doing manual comparisons but always worried I'm missing something.
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Mei Lin
Wait, why are you doing both an installment sale AND a security agreement? That seems redundant. Usually it's one or the other for equipment deals.
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Carmen Lopez
•It's a belt-and-suspenders approach. Installment sale gives us title retention, security agreement gives us Article 9 rights. Lawyer recommended both for this size deal.
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Andre Dupont
•Makes sense for higher dollar amounts. Double protection in case one structure gets challenged.
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Liam Fitzgerald
The name thing is a nightmare. I've had SOS reject UCC-1s because we had "Inc." instead of "Incorporated" even though both are technically correct. The systems are too literal.
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Amara Nnamani
•OMG yes! I had one rejected because of a missing comma in the corporate name. So frustrating.
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Giovanni Mancini
•This is why I always pull fresh charter documents right before filing. Names change more often than people think.
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NebulaNinja
For your installment sale structure, make sure your UCC-1 collateral description covers both the "purchase money security interest" language and references the installment contract. I've seen deals where the PMSI priority got messed up because the UCC didn't properly reference the underlying sale agreement.
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Carmen Lopez
•Good point. Should I reference both the installment sale contract and the security agreement in the collateral description?
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NebulaNinja
•I would. Something like "Equipment described in Installment Sale Agreement dated [date] and Security Agreement dated [date]" plus your serial numbers.
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Mei Lin
•Don't forget to check if you need fixture filing language if any of the excavation equipment gets permanently attached to real estate.
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Fatima Al-Suwaidi
Check your state's debtor name rules too. Some states have specific requirements for LLCs that are different from corps. The "Services" addition might be significant depending on your jurisdiction.
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Carmen Lopez
•We're in Texas. Do you know if they have special LLC name rules?
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Fatima Al-Suwaidi
•Texas follows the standard Article 9 rules - go with exactly what's on the charter. No shortcuts or assumptions.
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Dylan Mitchell
I had an installment sale deal last year where we made this exact mistake. Filed under the DBA name instead of charter name. Had to do a UCC-3 amendment to correct it, which delayed closing by three days. Client was NOT happy.
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Sofia Morales
•Was the original filing completely invalid or did the amendment just perfect it?
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Dylan Mitchell
•Technically invalid until corrected. Lost our filing date priority during those three days, which thankfully didn't matter but could have been a disaster.
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Carmen Lopez
•This is exactly what I'm trying to avoid. Thanks for the warning.
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Dmitry Popov
Double-check that your installment sale contract and security agreement both use the exact same debtor name before filing anything. I see deals where the lawyers use different versions in different docs and then we're stuck trying to figure out which one to use for the UCC.
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Carmen Lopez
•That's part of my problem. The contracts aren't consistent. Going to have to get them amended.
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Zoe Papanikolaou
•That Certana tool I mentioned earlier would catch that kind of inconsistency across all your docs in one shot.
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Ava Garcia
Why not just amend the installment sale contract to use the full charter name? Easier than trying to guess what the SOS system will accept.
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Carmen Lopez
•You're right. I'm making this more complicated than it needs to be. I'll get the contract amended to match the charter exactly.
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NebulaNinja
•Smart move. Consistency across all docs is always the safest approach.
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Jamal Wilson
Just curious - what made you choose the installment sale structure over a straight security agreement? Tax benefits for the customer?
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Carmen Lopez
•Combination of things. Customer wanted to spread the tax depreciation, and we wanted title retention for faster repossession if needed.
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Mei Lin
•Makes sense for construction equipment. That stuff gets beat up and loses value fast.
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Jamal Wilson
•Good point about the repo angle. Much cleaner with an installment sale than going through Article 9 foreclosure.
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StarSailor}
One more thing to consider - if this is PMSI collateral, make sure you file within 20 days of the debtor taking possession to maintain super-priority. The installment sale timing might affect your PMSI status.
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Carmen Lopez
•Equipment gets delivered next week, so I've got time. Thanks for the reminder about the 20-day rule.
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NebulaNinja
•Actually, for equipment PMSI it's 20 days from when debtor receives possession, not delivery. Make sure you're tracking the right date.
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StarSailor}
•Exactly. Delivery and possession can be different dates depending on setup and training requirements.
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